General Terms and Conditions of Sale (GTCS) intuis-Elec
These General Terms and Conditions of Sale (hereinafter the “General Terms and Conditions of Sale” or “GTCS”) govern the contractual relations between the company intuis-Elec, with a share capital of €16,422,181.00, having its registered office at 28, rue de Verdun, 92150 Suresnes, registered with the Nanterre Trade and Companies Register under number 334 981 958 (hereinafter the “Seller”) and its clients (hereinafter the “Buyer”) for the sale of heating, ventilation and domestic hot water products and equipment (hereinafter the “Products”).
1. GENERAL PROVISIONS – CATALOGUE – ORDER
1.1. Written information or information in the form of illustrations, diagrams or photographs, relating in particular to the layout, shape, dimensions, materials of the Products, and the prices, appearing in the Seller’s catalogue or any other communication medium, are provided for information purposes only and shall not be binding upon the Seller.
1.2. Offers made by the Seller shall be valid for a period of one (1) month, after which the Buyer may no longer place an order under the price conditions offered by the Seller.
1.3. Any order placed with or sent to the Seller necessarily implies, as an essential and determining condition, the Buyer’s unconditional acceptance of these GTCS and the waiver of its own general terms of purchase. The GTCS shall prevail over all the Buyer’s general or special purchasing conditions and/or over any printed or handwritten provision included in the Buyer’s various commercial documents, whether such documents and/or conditions were sent to the Seller before or after the Buyer received the GTCS. Only specific clauses expressly approved in writing by the Seller may derogate from them. The Seller shall only be bound by commitments made by its representatives or employees subject to written confirmation.
1.4. Any order must be placed by the Buyer in writing, including by email or by electronic data interchange (“EDI”), and must state the exact designation and reference of the Product, the quantity, the desired place of Delivery, the base price according to the tariff and the purchase price possibly negotiated with the Seller. When an order is placed on the basis of a quotation or a sales offer from the Seller, the reference of such quotation or offer must be indicated in the order. Upon receipt of an order, the Seller, if it accepts it, shall confirm the order in writing, including by email or by EDI, by an order acknowledgement, which shall include the reference, designation, quantity, place of Delivery, indicative Delivery period, and the price of the Products, thereby constituting the contract between the parties.
1.5. The Seller reserves the right to refuse an order, in particular if one or more previous orders have not been settled by their due date, or if the Seller has reasons to fear payment difficulties on the part of the Buyer, or to make the confirmation of the order conditional upon obtaining from the Buyer accounting, financial and legal documents, advance payment and, where appropriate, guarantees. In such cases, the Seller also reserves the right to require full or partial payment of the price of the Products at the time of order confirmation.
1.6. Any order confirmed by the Seller is firm and final and may no longer be modified or cancelled after a period of four (4) calendar days following the issue of the order acknowledgement by the Seller. By way of exception, no modification or cancellation shall be possible, even within the aforementioned four (4) calendar days, once the order has been dispatched to the Buyer. In such case, the Buyer shall be required to pay the price of the order in accordance with the GTCS.
1.7. The Seller reserves the right to modify certain Products or to discontinue their manufacture without prior notice and at any time. Where applicable, the Buyer shall be offered the closest model in the range to that appearing on its order.
1.8. The Products sold are supplied with the user manuals and instructions required by legal and regulatory provisions. The Products comply with applicable directives, standards and the Seller’s specifications, subject to installation and use in accordance with their intended purpose and applicable standards.
2. TRANSPORT – DELIVERY – CUSTOMS
2.1. Transport, including all operations of collection, dispatch, customs, carriage, and the subscription of transport-related insurance (“Transport”) to the place of destination of the Products, shall be carried out by the Seller.
2.2. Delivery shall be deemed to have taken place when the Products are made available to the Buyer at the delivery location indicated on the order acknowledgement, in the mode of arrival transport (“Delivery”). The invoice shall be issued at the time the Products leave the factory or, at the latest, when they leave the logistics warehouse.
2.3. The Products are packaged, loaded, transported and made available to the Buyer by the Seller at the place of Delivery, ready to be unloaded by the Buyer. The transfer of risk occurs at the time of Delivery.
2.4. The Buyer is responsible for unloading the Products and undertakes to have the necessary equipment and human resources for handling and unloading at the destination. If, upon arrival at the destination, the Buyer does not have the necessary means for handling and unloading the Products, the Seller may invoice the Buyer for the additional costs incurred due to this failure, including the costs of returning the Products, the costs related to rescheduling a shipment, additional site access time, the mobilisation of the Seller’s personnel, etc. Return transport, rescheduled transport of the Products, and/or any storage of the Products shall also be at the Buyer’s sole risk.
2.5. Delivery times are calculated as the period between the date of the order acknowledgement and the date of Delivery. Due to circumstances that may affect production, the Delivery times indicated on the order acknowledgement or on any other document are provided for guidance only. Any exceeding of Delivery times by the Seller shall in no case give the Buyer the right to cancel all or part of the order or to refuse the Products concerned. Nor shall they incur the Seller’s liability or give rise to any withholding, offsetting, penalties or damages of any kind.
2.6. It is the Buyer’s responsibility to check the Products upon Delivery, to make any necessary reservations with the carrier, and, where appropriate, to pursue any claims against the latter in accordance with Article 4 of these GTCS.
2.7. The weight of each Product does not include packaging. Any specific packaging shall be invoiced separately.
2.8. For sales abroad and in French overseas departments and territories (DROM-COM), the Buyer undertakes to send the duly signed transport document to the Seller.
2.9. Transport costs shall be borne exclusively by the Seller, unless the total invoiced amount of the Products is less than €3,000 excluding taxes, per shipment. In such case, a flat-rate charge of €90 excluding VAT shall be invoiced to the Buyer for Transport.
3. PRICE – PAYMENT TERMS
3.1. The prices of the Products are those in force at the time of the order, unless expressly agreed otherwise in the order acknowledgement or any subsequent document expressly accepted by the Seller.
3.2. When Transport is carried out by the Seller, prices are understood as carriage paid (transport costs borne by the Seller) and are indicated, in accordance with the provisions of Article 10 of the GTCS, exclusive of taxes, eco-contributions and handling charges for collection or dispatch from our warehouses (3% in addition to the ex-VAT price). By way of exception, if the total invoiced amount of the Products is less than €2,300 excluding taxes, per shipment, a flat-rate charge of €90 excluding VAT shall be invoiced to the Buyer for Transport.
3.3. Unless otherwise agreed in writing between the Parties, invoices shall be payable within thirty (30) days from the invoice date, by bank transfer. This maximum payment period applies to all invoices, whether advance or final.
3.4. Any late payment shall result in the invoicing to the Seller’s benefit of late payment interest equal to the European Central Bank refinancing rate in force, increased by ten percentage points. These sums shall be increased by recovery costs. Any total or partial failure by the Buyer to fulfil its payment obligations shall result in a fixed compensation of €40 for recovery costs as provided for in Article D 441-5 of the French Commercial Code, without prejudice to higher actual recovery costs and without prejudice to damages.
3.5. Payment terms may not be deferred, and no claim regarding the quality of a Product shall suspend its payment, unless expressly agreed otherwise by the Seller. In any event, suspension of payment shall only be accepted with respect to the invoiced value of the items in dispute.
3.6. In the event of non-payment in full of an invoice on its due date, and after a formal notice has remained without effect for 48 hours, the Seller reserves the right to suspend or cancel any delivery of current and/or future orders and to demand immediate payment of all outstanding amounts due.
3.7. No invoice or payment owed by the Buyer to the Seller may be subject to set-off at the sole initiative of the Buyer with a claim it holds or believes it holds against the Seller, notably in the event of an allegation by the Buyer of a delay in delivery or non-conformity of the Products delivered. Prior written agreement from the Seller is required, regardless of any contrary provisions that may appear in the Buyer’s purchasing conditions. Any set-off not authorised by the Seller shall be treated as a payment default, entitling the Seller to refuse any new order and even to halt deliveries of current orders.
4. CLAIMS – RETURNS
4.1. Pour être admises, les réclamations sur la composition, la quantité et le poids des Produits livrés ou la non-conformité avec le bordereau d’expédition doivent être formulées dans un délai de 8 jours à compter de la Livraison des Produits au sens de l’article 2.2, et ce, sans préjudice des dispositions propres à prendre à l’égard du transporteur dans les 72 heures conformément aux dispositions de l’article L.133-3 du Code de Commerce. Les réclamations doivent être circonstanciées et être accompagnées de photos. En l’absence de réclamation dans les formes et délais précités, aucune réclamation ne sera recevable.
4.2. Aucune réclamation de l'Acheteur ne peut entraîner de modification ou suspension du paiement dû, conformément aux dispositions de l’article 3 des CGV.
4.3. Aucun retour de Produits ne sera accepté sans l’accord préalable écrit du Vendeur sur le principe du retour, ainsi que ses modalités financières et opérationnelles.
5. RETENTION OF TITLE
5.1. The Seller retains ownership of the Products sold until effective payment in full of the principal price and any ancillary charges. Any clause to the contrary, particularly those contained in the Buyer’s general terms of purchase, shall be deemed null and void. Failure to pay any of the instalments may result, upon first request and without prior notice, in the Seller reclaiming the Products, without prejudice to any damages and/or the right to suspend any other current orders. In the event of non-payment and/or the opening of insolvency proceedings, the Buyer shall immediately authorise the Seller, upon simple request, to enter its premises or storage locations to draw up an inventory of the Products and, if the Seller deems it necessary, to affix a notice to the Products indicating its retention right. By express agreement, the Seller may exercise the rights it holds under this clause in respect of any of its claims over all Products in the Buyer’s possession or claim the resale price in the event of resale, such Products being contractually presumed to be those unpaid. All costs relating to the recovery of the Products shall be borne by the Buyer and shall be added to the Seller’s claim. In the event of damage to the Products recovered, the Seller shall be entitled to claim compensation covering the cost of repairs or the value of the damaged Product.
After the return or recovery of said Products, the Seller may resell them. The proceeds of such sale shall be applied to the sums still owed by the Buyer, including costs relating to the recovery or repair of the goods. By express agreement, the value of the recovered goods, within the meaning of Article 2371 of the French Civil Code, shall be determined by reference to the resale price of the Product before tax, as obtained by the Seller. Should this price exceed the sums still owed by the Buyer, the Seller shall refund the Buyer the difference.
5.2. Without prejudice to the foregoing, the Buyer shall bear the risks of loss or damage to the Products as well as liability for any damage they may cause, from the date of Delivery as defined in Article 2.2.
6. WARRANTY
6.1. The warranty is strictly limited, at the Seller’s discretion, to the free replacement or in-factory repair of the part(s) of the Product recognised as defective. The warranty excludes all labour and travel costs (such as those related to the recovery, dismantling and reassembly of the Product or defective part at the customer’s premises), all transport/shipping costs of the Products or defective part(s), as well as any compensation by way of damages.
6.2. Any return of parts is subject to the Seller’s prior written approval, following diagnosis by the Buyer. Once approval is given by the Seller for the return of the defective part(s), the latter must be shipped carriage and packaging paid by the Buyer, with the customer claim form duly completed by the Buyer, in order to be received at the Seller’s factories within fifteen (15) days following the Seller’s approval. Beyond this deadline, the Buyer shall lose the benefit of the warranty for the part(s) concerned. Returned parts travel at the Buyer’s risk.
6.3. Parts considered defective are those presenting a manufacturing fault. The warranty may only be invoked for Products that have been used under normal conditions of use for which they are intended, and in accordance with the instructions in the user manuals supplied with the Products. The warranty shall not apply in cases of accident or force majeure, nor to replacements or repairs resulting from normal wear and tear of the Products, deterioration or accidents arising from negligence or fault of the Buyer or any third party, modification of the Products, defective installation, inappropriate sizing, lack of monitoring, maintenance or storage, or abnormal or non-compliant use with the Seller’s instructions.
6.4. The Products are guaranteed for the period indicated in the Product price list in force at the date of the order, running from the date of issue of the Buyer’s invoice to its customer. In the absence of a reliable date, the warranty shall begin to run no later than six (6) months after the date of manufacture of the Product (as shown on the nameplate affixed to the Product).
6.5. Repairs and replacements carried out under the warranty shall not give rise to a new warranty period and shall not extend the initial warranty.
6.6. Spare parts essential for the use of the Product, or equivalent parts providing the same function, shall be available for ten (10) years from the manufacture of the Product, subject to any longer period provided for under the After-Sales Service Charter.
6.7. In the event that the Buyer, in the context of reselling the Products to its customers, wishes to extend the duration or scope of the warranties beyond that granted by the Seller under the GTCS, or if such extension of warranty arises from legal provisions applicable in its relations with its customers, the Buyer does so entirely at its own responsibility. In such case, the Buyer undertakes (i) not to seek any warranty from the Seller beyond that provided in the GTCS, and (ii) to indemnify and hold the Seller harmless against any compensation (including legal fees and court costs) to which it may be liable and against any damage it may suffer as a result of the extension of warranty granted by the Buyer to its customers.
6.8. The warranty provided under these GTCS and those compulsorily provided by law are the only warranties offered by the Seller to the Buyer.
6.9. After-sales service is provided by the Seller, in accordance with the terms of the After-Sales Service Charter.
7. LIABILITY
7.1. The Seller’s liability is strictly limited to the obligations set out in these GTCS. The Seller shall only be liable for direct material damage resulting from faults attributable to it. Consequently, the Seller shall not be liable for consequential losses or damages suffered by the Buyer or any third party arising from a breach by the Buyer or a third party, or from the failure to comply with contractual or legal obligations, including but not limited to lack of care, inadequate storage or preservation, insufficient maintenance of the Products, improper installation or use of the Products or the installations in which they are incorporated, or resulting from acts of deliberate damage or vandalism. In any event, the Seller’s liability shall not exceed the amount of the Buyer’s order giving rise to the claim.
7.2. The Seller’s liability is also excluded for damage caused to movable or immovable property which the Buyer does not use primarily for its personal use or private consumption, in accordance with Article 1245-14 of the French Civil Code.
7.3. Any action against the Seller shall be time-barred one year after the event giving rise to the liability claim.
7.4. Under no circumstances shall the Seller be liable to the Buyer or any third party for intangible or indirect losses such as, in particular, loss of profit, loss of business, loss of opportunity, increased overhead costs or reduction in anticipated savings, even if such losses were foreseeable.
7.5. The Seller disclaims all other express or implied liability, including, without limitation, concerning the marketing, fitness for a particular purpose, or the results obtained from the use of the Products.
8. EXTENDED PRODUCER RESPONSIBILITY
8.1. In accordance with Article R. 541-173 of the French Environmental Code, the Seller informs the Buyer that the unique identifier assigned to it is “FR007574_05FGXU”.
9. FORCE MAJEURE – HARDSHIP
9.1. Neither party shall incur any liability if it is prevented from or delayed in performing its obligations due to an event of force majeure, under the conditions set out in this Article.
9.2. A force majeure event shall be deemed to be any event beyond the control of the debtor of the unperformed obligation, which could not reasonably have been foreseen at the time of order confirmation, the effects of which cannot be avoided by appropriate measures, and which prevents the performance of its obligation by the affected party.
9.3. By express agreement, the following events shall constitute cases of force majeure within the meaning of this Article, without it being necessary to demonstrate their unforeseeability: industrial action, intervention by civil or military authorities, legislative and regulatory changes, natural disasters, fires, water damage, malfunction or interruption of telecommunications or electricity networks, tooling accidents, rejection of significant components in production, failure or default of a supplier or subcontractor, unavailability of raw materials or energy, interruption or delay in transport, or any other cause resulting in total or partial work stoppage for the Seller or its suppliers, pandemic or epidemic, population lockdowns, acts of government, acts of terrorism or riots, and the introduction of legislative or administrative measures prohibiting the manufacture and/or marketing of the Products.
9.4. The non-performance of an obligation to pay a sum of money cannot be excused by a case of force majeure.
9.5. The fact that one Party is affected by a case of force majeure shall not release the other Party from the performance of its own obligations.
9.6. If a change in circumstances that was unforeseeable at the time of the order makes the performance of that order excessively onerous for the Seller, in particular in the event of extended supply times or an increase in the price of any raw material or component necessary for performance, the Seller may request a renegotiation of the terms of the order, notably the price. The Parties shall renegotiate in good faith with the aim of restoring the economic balance existing at the time of the order. In the event of refusal or failure of the renegotiation within twenty-one (21) days of the Seller’s notification requesting renegotiation of the order terms, the Seller may appoint an independent expert registered on the list established by the Paris Court of Appeal to determine the necessary adjustments to restore the economic balance of the order. The conditions defined by the expert shall be binding on the Parties. The fees and expenses of the expert shall be borne equally by the Parties.
The Seller may suspend performance of the order during the renegotiation period.
10. TAXES AND OTHER CONTRIBUTIONS
10.1. Prices are indicated exclusive of VAT, Transport costs, eco-contribution and other applicable taxes. Each order shall be invoiced including VAT, eco-contribution and the taxes in force on the day of Delivery.
10.2. In accordance with Articles L 541-2 and L 541-10 of the French Environmental Code, as a manufacturer of electrical and electronic equipment, the Seller has joined the ECO-SYSTEMES organisation to comply with its obligations regarding the collection, disposal and treatment of electrical equipment considered as household waste. An eco-contribution is therefore included on invoices. This eco-contribution must be passed on identically by every Buyer to its own customers. It may not be subject to any discount or reduction.
11. SEVERABILITY, WAIVER, ASSIGNMENT AND CHANGE OF CONTROL
11.1. The nullity, unenforceability or, more generally, the ineffectiveness of any provision of the GTCS shall not affect the other provisions, which shall remain fully valid and binding.
11.2. Wherever possible, the Parties agree to replace any ineffective provision with a valid provision having the same effect and reflecting their original intention. Failing this, the ineffective provision shall be deemed never to have existed.
11.3. The waiver by either Party of the right to invoke any of the provisions herein on an occasional basis shall not be construed as a definitive waiver of that Party’s right to invoke it.
11.4. The Seller may freely assign all or part of the order(s) concluded with the Buyer. Where the assignment is made to a third-party company outside the Intuis group, the Seller shall inform the Buyer within a reasonable period. The assignment of the order(s) releases the Seller from all obligations.
11.5. In the event of a change of control of the Buyer, within the meaning of Article L.233-3 of the French Commercial Code, the Buyer shall inform the Seller in writing without delay. Where such change of control occurs in favour of a company engaged in activities competing with those of the Intuis group, the processing of current orders shall be subject to the Seller’s prior written consent.
10.3. With regard to electrical waste considered as professional, unless otherwise agreed between the Parties, the collection, disposal and treatment of such waste shall be borne by the Buyer. On pain of criminal sanctions, the aforementioned obligations must be passed on by successive professional buyers through to the final user of the Product.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. The Buyer shall not make any modification to the Products.
12.2. The Buyer expressly acknowledges that the intellectual property rights held by the Seller over the Products and the software it uses — including, but not limited to, trademarks, trade names, Product names, logos or any other distinctive signs, patents, know-how or trade secrets — are and shall remain the exclusive property of the Seller. Unless expressly provided otherwise in this Article, the Buyer shall hold no intellectual property rights in relation to the Products and the software. The Buyer shall therefore refrain from (i) directly or indirectly challenging the validity or ownership of such intellectual property rights, and (ii) manufacturing or having the Products manufactured.
12.3. The Seller grants the Buyer the right to use the Seller’s trademarks, trade name and logos necessary for the resale of the Products, under the conditions granted by the Seller. Such use shall in no case be considered a trademark licence granted for any other purpose.
12.4. The Seller makes no representation and gives no warranty to the Buyer regarding the validity of the trademarks and logos granted or that they do not infringe (or are not likely to infringe) the intellectual property rights of third parties. However, the Seller undertakes to use its best efforts, to the extent legally possible, to provide a certain level of protection for the intellectual property rights granted.
12.5. The Buyer shall not in any way alter the written or visual references to the Seller’s trademarks and logos appearing on the Products and accessories and/or on any promotional material.
12.6. The Buyer is not authorised to use the Seller’s trademarks, logos or trade name as a company name or as part of a company name, nor to file or register, in its own name or in the name of any third party, any registration including or relating to the trademark, including any trademark application or domain name registration. The Buyer undertakes to ensure that no confusion may arise, in the mind of anyone, particularly customers, as to its status as an independent trader from the Seller, assuming the risks of its own business, and as to the fact that the trademarks, trade name and logos are the exclusive property of the Seller.
13. CONFIDENTIALITY
13.1. Information of any kind, in particular technical, commercial and financial, disclosed by one Party to the other Party, regardless of the medium, shall be subject to the strictest confidentiality. Each Party undertakes to ensure compliance with this confidentiality obligation by any person, including its staff, advisers, potential subcontractors and suppliers, to whom confidential information may only be disclosed in order to ensure the proper performance of the Sale.
13.2. The confidentiality obligation shall remain in force for ten (10) years from the Delivery of the Product subject to the Sale.
14. PERSONAL DATA
14.1. The Parties undertake to comply with the regulations relating to the protection of personal data in accordance with the provisions of Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”), and with the applicable legislation in France, in particular the “Informatique et Libertés” Act of 6 January 1978, as amended.
14.2. In the context of the performance of these terms of sale, the Parties act as independent data controllers and process the personal data of their respective contacts (such as name, first name, email address and telephone number) in order to ensure the proper performance of the contract.
14.3. The Buyer is invited to consult the Seller’s Personal Data Protection Policy by clicking on the following link: https://intuis-export.prod.hebergement-gm.fr/fr/politique-de-confidentialite, which specifies in particular the rights of the data subjects and how to exercise them.
15. APPLICABLE LAW – JURISDICTION – DISPUTES
15.1. The GTCS and, more generally, the sale of the Products shall be governed by French law.
15.2. Any dispute, claim or disagreement of any kind arising between the Parties, relating in particular, but not limited to, the validity, interpretation, performance or non-performance of the GTCS and the sales of Products governed by them, as well as the relationship between the Buyer and the Seller under the GTCS, shall be submitted to mediation as a means of amicable settlement before referral to the competent courts of Nanterre. This mediation shall be governed by the CMAP mediation rules, to which the Parties declare their adherence (CMAP – http://www.mediationetarbitrage.com).
15.3. Failing an amicable agreement between the Parties under the mediation procedure, any dispute or litigation shall fall under the exclusive jurisdiction of the competent courts of Nanterre, notwithstanding multiple defendants or third-party proceedings, including for protective measures, summary proceedings or ex parte applications.