Terms and Conditions of Sale | Keyfirst

General Terms and Conditions of Sale

Article 1 – Creation and Use of a KEYFIRST User Account

1.1 These General Terms and Conditions of Sale of KEYFIRST (hereinafter referred to as the "GTC") apply in full to all sales of products and services (hereinafter collectively referred to as the "Products") offered by KEYFIRST (hereinafter "Keyfirst") to professional customers located in Metropolitan France, Corsica, and the French overseas territories (DOM-TOM), acting exclusively for purposes falling within the scope of their professional activity (hereinafter the "Client"). The catalog of Products offered by KEYFIRST is available on the website www.keyfirst.fr (hereinafter the "Site").

For the purposes hereof, professionals are considered as any person with a SIREN number (companies, sole traders, liberal professions, associations, works councils, institutions, and public authorities). As the GTC apply exclusively to professional Clients, no right of withdrawal exists for the Client.

1.2 Any order implies full and unconditional acceptance of these GTC, which prevail over any other document issued by the Client. Unless otherwise agreed in writing between the parties, the GTC alone apply to any order. Together with the Client’s order validated by KEYFIRST, and where applicable any special written agreement, the GTC constitute the contract of sale between KEYFIRST and the Client.

1.3 The applicable GTC are those in force on the date the Client validates the order, pursuant to Article 3.

1.4 The version in force of the GTC is permanently accessible on the Site and is provided to the Client upon creation of a KEYFIRST User Account.

1.5 KEYFIRST reserves the right to modify the GTC at any time, subject to reasonable notice where possible. Any modification will be notified to the Client by e-mail sent to the address indicated in the User Account. It is the Client’s responsibility to review the GTC before placing any new order.

Article 2 – Creation and Use of a KEYFIRST User Account

2.1 Before placing any order, the Client must create a "KEYFIRST" account (hereinafter the "User Account"). To create the User Account, the Client must complete an online form with all requested information and declare on honor that the account will be used exclusively for professional purposes.

2.2 The User Account is activated once the form has been validated in accordance with the Site procedure. Validation implies express acceptance of the GTC. A confirmation email is then sent to the Client.

2.3 The Client must not impersonate a third party, create an account for another person, use an email address not owned by them, or create multiple User Accounts. The Client is solely responsible for their login and password and for any fraudulent use thereof. If disclosed to a third party, KEYFIRST may close the account. In case of loss of login details, the Client must contact KEYFIRST promptly.

2.4 KEYFIRST reserves the right to block or close the User Account if the Client provides incomplete, inaccurate, or non-compliant information.

Article 3 – Ordering Products

3.1 Once the User Account is created, orders may be placed by written means (fax, email, etc.) or online using the order form. Large orders may require a quotation.

3.2 Online orders only become firm once accepted by KEYFIRST and subject to stock availability. Acceptance is confirmed by an order confirmation email. Orders based on quotations only become firm when the Client returns the duly signed and stamped quotation within its validity period.

3.3 KEYFIRST reserves the right to refuse any order that:

  • appears abnormal in terms of quantities,

  • is placed by a Client in breach of obligations,

  • contains manifest pricing errors,

  • lacks sufficient information to process the order.

Article 4 – Prices

4.1 Applicable prices are available on the Site, expressed in euros, excluding tax (eco-tax included) and delivery charges. Delivery charges are indicated during online ordering or in the quotation/confirmation. VAT applicable is that in force on the invoice date.

4.2 Orders are invoiced at the price applicable on the date of quotation or confirmation. Prices may change at any time, and the Client cannot claim entitlement to previous or later prices.

4.3 When financial advantages are granted based on turnover, the relevant amount is calculated excluding taxes and only on sums effectively collected by KEYFIRST.

Article 5 – Deliveries

5.1 Delivery times and methods are indicated on the Site. Transport is arranged by KEYFIRST unless otherwise agreed.

5.2 Transfer of risk occurs upon first presentation by the carrier to the Client’s premises, or when the Client collects directly from KEYFIRST’s premises. From that point, the Client assumes responsibility and must insure the Products.

5.3 Delays and refusals

  • Delays do not entitle the Client to cancel or refuse delivery without prior express agreement by KEYFIRST.

  • No penalties may be applied for delays caused by external factors or Client fault.

  • Any penalties require proof of actual damage and prior agreement by KEYFIRST.

  • Any unilateral refusal to accept delivery without KEYFIRST’s consent will render the Client liable.

5.4 Carrier claims must be formally lodged within 3 working days in accordance with French Commercial Code Article L133-3.

Article 6 – Invoicing and Payment Terms

6.1 Invoices are payable in cash upon order, before dispatch, by bank transfer, card, administrative mandate, or cheque.

6.2 No discount is granted for early payment.

6.3 Payment terms of 30 days may exceptionally be granted subject to credit approval.

6.4 Any deterioration in Client creditworthiness may justify suspension of orders or requirement of guarantees.

6.5 Late payment automatically triggers:

  • penalties equal to three times the legal interest rate,

  • a fixed recovery fee of €40,

  • immediate payment of all outstanding sums.
    KEYFIRST may also cancel contracts, demand return of unpaid goods, and refuse new orders.

6.6 Set-off may occur automatically between amounts owed by the Client and amounts owed by KEYFIRST.

Article 7 – Products – Conformity – Warranty

7.1 Product characteristics: visuals on the Site are non-contractual. Availability depends on stock. KEYFIRST may modify ranges at any time.

7.2 Waste regulations: eco-contributions for electrical/electronic waste are applied as required by law. KEYFIRST does not take back resellers’ used equipment.

7.3 Reception and conformity: claims must be submitted within 3 calendar days of receipt, with references provided. Returns require prior written agreement.

7.4 After-sales service: manufacturers may offer warranties or service. KEYFIRST may also offer paid contractual warranties for certain Products.

7.5 Hidden defects and liability: Clients must notify within 30 days of discovery. Remedy is limited to replacement or refund.

7.6 Product recall: KEYFIRST may initiate recalls in collaboration with Clients.

7.7 Liability conditions: Clients must comply with usage instructions. KEYFIRST’s liability is strictly limited to direct, proven damage, capped at amounts invoiced over the last 12 months.

Article 8 – Retention of Title

Ownership of Products remains with KEYFIRST until full payment, including penalties and costs. Risk passes to the Client upon delivery.

Article 9 – Intellectual Property Rights

The sale of Products does not transfer any intellectual property rights (trademarks, patents, copyrights, etc.). Clients reselling Products must preserve their original presentation and not harm rights holders.

All elements of the Site remain KEYFIRST’s property. Use is limited to normal access and purchasing purposes.

Article 10 – Force Majeure

KEYFIRST is released from obligations in case of force majeure or unforeseen events preventing delivery. Orders may be terminated if suspended for more than one month due to such events.

Article 11 – Confidentiality

All information exchanged between the parties is confidential and may not be copied, disclosed, or used outside the contractual relationship, except where already public, known, or expressly exempted.

Article 12 – Use of the Website www.keyfirst.eu

The Site may be updated, modified, or suspended at any time without notice. KEYFIRST cannot be held liable for downtime, interruptions, or Internet-related issues.

Article 13 – Data Processing

13.1 Business data: KEYFIRST processes Client data necessary for account creation, order management, after-sales service, and marketing. Data may be transferred to third-party service providers, including outside the EU.

13.2 Personal data processing by the Client: The Client is solely responsible for compliance when processing end-customer personal data. KEYFIRST bears no liability.

Article 14 – Miscellaneous Provisions

Failure by either party to enforce any clause does not constitute a waiver. Clients must diversify supply sources and disclose economic dependency situations.

No party may assign obligations without prior written consent. No partnership or franchise relationship is created.

Article 15 – Applicable Law and Jurisdiction

The contract is governed by French law.

In case of dispute:

  • Parties shall first attempt amicable resolution.

  • Any action is time-barred after one year.

  • Exclusive jurisdiction is granted to the Commercial Court of Romans-sur-Isère, unless KEYFIRST opts for another competent court.