In these GTC, words and expressions beginning with a capital letter, whether singular or
plural, masculine or feminine, shall have the meanings set out below:
Purchase Order | Refers to the document (commercial proposal, estimate, etc.) formalised detailing the nature and the prices of the Products proposed by VENTILAIRSEC to the Customer in response to an expression of needs formulated by this last. A Purchase Order whose validity date would have expired but which would have been expressly accepted by VENTILAIRSEC after signature of the Customer will be opposable to the Parties. |
Professional Customer | Refers to the Professional Customer of VENTILAIRSEC having a number of registration in the RCS. |
General Terms And Conditions of Sale (GTC) | Refers to the present General Terms and Conditions of Sale of the Products of VENTILAIRSEC. |
Ordering | Refers to any order of Products and Services requested by the Customer to VENTILAIRSEC formalised by the express acceptance of a Purchase Order. Except express agreement of VENTILAIRSEC, any Order to intervene between the Parties is governed by the present provisions |
Contract | Refers to the contractual whole whose terms govern the relation between VENTILAIRSEC and the Customer for the execution of any Order and made up:
• General Terms and Conditions and
• The Purchase Order in force. In the event of any contradiction, the conditions set out in the Purchase Order shall take precedence over the GTC.
Any change to the agreed terms of the Contract must be the subject of an amendment signed by both (2) Parties. |
Intellectual property rights | Refers to the Rights attached to trademarks, logos, slogans (subject to their originality), designs and models, copyright, patents, software, databases, Internet domain names and other distinctive signs filed, registered, used or associated, without this list being exhaustive. This list also includes the trade names, company names and signs used or associated with them. |
Confidential information | Refers to the Rights attached to trademarks, logos, slogans (subject to their originality), designs and models, copyright, patents, software, databases, Internet domain names and other distinctive signs filed, registered, used or associated, without this list being exhaustive.
This list also includes the trade names, company names and signs used or associated with them.
Means any data and/or information, in whatever form, of which one of the Parties may be aware and which is communicated to it by the other Party under the “CONFIDENTIAL” label by any means, including in particular any commercial, marketing, technical, accounting and/or financial document concerning the said Party or its services, including any result of research, investigation, photography, development, documentation, diagrams, drawings, demonstrations or other. All documents, notes, summaries or reports based on Confidential Information will be deemed to be Confidential Information.
Confidential Information does not include information about which the receiving Party can prove:
a) That they entered the public domain prior to their having been divulged;
b) they have been made known to the public in any way whatsoever after they have been divulged,
except in the event of fault attributable to one of the Parties;
c) they were in the possession of the other Party at the time of their being divulged and had not been
obtained, directly or indirectly, under the seal of secrecy;
d) that they have been lawfully divulged to the Parties by Third Parties without any obligation of secrecy;
e) it has been divulged in compliance with a legal obligation. The Party subject to this legal obligation will inform the others to enable them to protect their own interests; f) That they have been developed independently by the receiving Party and without using in any way whatsoever the Confidential Information provided by the other Party. |
Part(s) | Refers to VENTILAIRSEC and/or the Customer, taken together or individually. |
Products | Refers to products marketed by VENTILAIRSEC, in particular ventilation systems. |
VENTILAIRSEC | Refers to the company VENTILAIRSEC, a simplified joint stock company with a capital of 150,000 euros, whose registered office is located at 16 rue des Imprimeurs in COUERON (44220), registered in the NANTES Trade and Companies Register under number 490 141 991. |
Third Party | Refers to any person, natural or legal, who is not party to these GTC. |
The purpose of these General Terms and Conditions of Sale is to define the conditions of supply of the Products to any Professional Customer, in accordance with the Order, and in particular the conditions of purchase, delivery and use of the Products by the Professional Customer, as well as the financial settlement thereof. Any other document or communication other than these General Terms and Conditions of Sale, in particular catalogues, prospectuses, advertisements and notices, is for information purposes only and is non-contractual.
In accordance with Articles L111-1 and R111-1 of the French Consumer Code, the GTC constitute the sole basis of the commercial relationship between the Parties.
The GTC apply without restriction to all Orders. The Customer acknowledges having been fully informed about the Products and in particular their essential characteristics.
The GTC are systematically communicated to any Customer who makes the request of it, to enable him to place an order with VENTILAIRSEC.
They are also communicated to any distributor, prior to the conclusion of any written agreement referred to in Articles L.144-3 et seq. of the French Commercial Code, within the legal deadlines.
The GTC apply to all the supplies of Products carried out by VENTILAIRSEC, except specific preliminary agreement agreed by the Parties. The Customer acknowledges that these GTC form the basis of the commercial negotiations and therefore prevail over any other document or information relating to the Services, which are therefore excluded from the contract.
Consequently, by signing a Purchase Order, the Customer unreservedly accepts the GTC and waives any general and/or special terms and conditions of purchase or any other similar document.
The Customer certifies that he/she has the full legal capacity necessary to commit itself to the Order.
VENTILAIRSEC reserves the right to modify at any time the GTC. Nevertheless, the version of the GTC applicable to an Order is the one in force at the time the relevant Purchase Order is signed.
The Internet site of VENTILAIRSEC and all the information diffused by VENTILAIRSEC on
any support make it possible to the Customer, before placing Order, to know the essential
characteristics of the Products which it wishes to order. The Products are described and
presented as accurately as possible. The photographs illustrating the presentation of the
Products reproduce them as faithfully as possible. Nevertheless, if VENTILAIRSEC or any
manufacturer of a Product modifies certain aspects of a Product during the year, the
photos may not be updated and consequently are not contractual.
Products are only offered while stocks last.
The Order is registered as soon as the Customer sends an e-mail stating the description
of the Products and the quantity required.
VENTILAIRSEC has 2 (two) working days to validate the Order.
The sale is perfect only after express and written acceptance of the Order by
VENTILAIRSEC which will make sure in particular of the availability of the Products.
Any modification of an Order requested by the Customer can only be taken into account
if it is received in writing as soon as possible and expressly accepted by VENTILAIRSEC.
In the event of acceptance of the modification of the Order by VENTILAIRSEC, possible
additional expenses will be applied consecutive to the modification.
Any change to an Order may also lead to a delay in the supply of the Products and a
change in price, the consequences of which the Customer alone shall bear in respect of
its activity and constraints.
Before the Order is dispatched, the Customer is entitled to request cancellation of the
Order without compensation and, in this respect, reimbursement of any sums already
paid for the Order. Any request for cancellation must be made no later than forty-eight
(48) hours before the date scheduled for dispatch of the Products in the Order.
An Order for which the Products have already been dispatched cannot be cancelled. As
from its validation, the Order is processed by VENTILAIRSEC within three (3) working
days. This deadline does not constitute a deadline of rigour, VENTILAIRSEC committing
itself to approach the Customer, in the event of deadline higher than three (3) wrought
days to indicate to him the methods of execution of the Order.
The responsibility for VENTILAIRSEC could not be committed in the event of delay
or suspension of the delivery ascribable to the Customer or in the event of absolute
necessity.
When the Order is dispatched, a dispatch confirmation will be sent to the Customer by
e-mail.
Prices are set by the price list in force on the day the Order is placed. All prices are exclusive of tax and carriage.
The current price may be revised at any time, after prior notice to the Customer. Any price change will automatically apply from the date indicated on the new price list.
Any acceptance of an Order is subject to the Customer providing sufficient financial guarantees.
Also, in the hypothesis where VENTILAIRSEC would have reasons to fear difficulties of payment on behalf of the Customer on the date of the Order, or after this one, or if the guarantees presented by the Customer are not justified, VENTILAIRSEC will be able to subordinate the acceptance of the Order or the continuation of its execution to a cash payment or to the supply, by the Customer, of guarantees to the profit of VENTILAIRSEC.
In the event of refusal by the Customer of the cash payment, without any sufficient guarantee not being proposed by the Customer, VENTILAIRSEC will be able to refuse to honour the Order(s) made out and to deliver the Products concerned.
Unless expressly agreed otherwise with the Customer or the provisions of the paragraph above apply, prices are calculated net, without discount, and are payable within a maximum of thirty (30) days from the end of the month.
No discount will be granted for early payment.
Administrative processing costs will be invoiced at a rate of €2.90 excluding VAT per Order.
Only the actual cashing of the bills of exchange or LCR (lettre de change relevé) will be considered as full payment.
Any delay of payment after the due date mentioned on the invoice, and except postponement granted by VENTILAIRSEC, will involve by rights the exigibility of all the sums remaining due, and, in accordance with art. L 441-6 of the commercial code, of penalties of delay calculated on the basis of a rate equal to three (3) times the legal rate of interest in force applied to the amount including all taxes of the aforementioned invoice as well as a fixed allowance for expenses of recovery of €40 and an allowance of 15% of the sums due as penalty clause.
In addition, in case of non-payment of a due invoice, after formal demand remained without effect in 48 hours, VENTILAIRSEC reserves the right to suspend any delivery in progress and/or to come. The Customer refrains from taking reason for a claim against VENTILAIRSEC for not paying an invoice or a due date within the time envisaged.
Lastly VENTILAIRSEC will be able to also require, in the event of non-payment of an invoice with expiry, the resolution of the sale after sending of a simple formal demand remained without effect within a fourteen (14) days deadline.
Delivery times are given as an indication only. Consequently, any delay in relation to the indicative delivery times initially set shall not give rise to any penalty or compensation, nor shall it be grounds for cancelling the Order.
The Products are delivered to the delivery address indicated by the Customer and during the opening hours specified by the Customer when placing the Order.
If the carrier shows up and is unable to deliver due to the Customer’s fault, the costs incurred will be invoiced to the Customer.
It is the Customer’s responsibility to carry out all checks, to make all reservations upon arrival of the Products, in accordance with Article L 133-3 of the French Commercial Code, and to take any action against the carrier within the statutory time limits, if necessary.
In the absence of reservations expressly expressed by the Customer at the time of delivery and in accordance with the regulations in force, the Products delivered will be deemed by the carrier to be in conformity with the Order in terms of quantity and quality. If the goods are collected by the Customer or a carrier selected by the Customer, it is the Customer’s responsibility to check or have checked the condition of the packaging at the time of collection. As the Products are dispatched by the Company, no complaint regarding the packaging will be accepted on receipt.
VENTILAIRSEC reserves the property of the sold Products until the integral payment of their price (principal, interests, expenses and taxes included). In the event of non-payment on the agreed due date, VENTILAIRSEC will be able to take back the Products at the expense of the Customer, which will involve the resolution of the sale of full right. The instalments already paid to VENTILAIRSEC by the Customer will remain as compensation. Furthermore, the Customer is responsible for the goods sold as soon as they are physically handed over, and the transfer of possession entails the transfer of risks.
By express agreement, VENTILAIRSEC will be able to enforce its rights under this retention of title clause, for any of its debts, on all its products in possession of the Customer. VENTILAIRSEC may reclaim them in compensation for all unpaid invoices, without prejudice to its right to terminate ongoing sales.
The transfer to the Customer of the risks, losses, and deteriorations of the Products will be carried out upon the handing over of the Products to the carrier or upon departure from VENTILAIRSEC’s warehouses, independently of the transfer of property, regardless of the date of the Order and its payment.
In the case of delivery abroad, the transfer of risk depends on the Incoterm chosen.
Any Product that has not been the subject of confirmation of reservations by registered letter with acknowledgment of receipt within three (3) days of receipt implies the Customer’s recognition of the Order placed, as well as the quantities and prices of the Products delivered.
It is the Customer’s responsibility to provide proof of any defects or shortages.
No return of goods may be made by the Customer without the express prior agreement, in writing, from VENTILAIRSEC, obtained in particular by fax or electronic mail.
When after control, an apparent defect or a missing element is effectively noted by VENTILAIRSEC or its agent, the Customer will be able to ask only for the replacement of the nonconforming Products and/or the complement to be brought to fill the missing parts at the expenses of VENTILAIRSEC, without the Customer being able to claim with an unspecified allowance or the resolution of the Order.
Unconditional acceptance of the Products by the Customer covers any apparent defect and/or shortage. A complaint by the Customer does not suspend payment by the Customer for the goods concerned.
In case of return of Products, VENTILAIRSEC will inform the Customer by e-mail or telephone of the methods of sending or of resumption of the Product.
If the Product has to be returned by the Customer, the latter must return the Product at his own expense, without undue delay and, in any event, no later than fourteen (14) days after the Customer has communicated his decision to withdraw. This period is deemed to have been respected if the Customer returns the product before the fourteen (14) day period has expired.
When the return follows a complaint recognized as legitimate by VENTILAIRSEC, the transport charges are the responsibility of VENTILAIRSEC up to the most competitive rate possible after agreement of VENTILAIRSEC, if the Products are not the subject of a removal.
With the exception of non-compliant Products and Products broken before delivery, only Products in perfect condition and in their original packaging will be taken back. Products that are incomplete, damaged, or in packaging other than the original will not be accepted. Products that are dirty, in poor condition, or incomplete will not be taken back. A discount may be granted depending on the condition of the goods and functional tests.
Returned Products must be packed in protective, rigid packaging, excluding bubble envelopes. In the case where the aforementioned conditions were respected, VENTILAIRSEC is committed, with the choice of the Customer, either to refund the price of the bought Products by transfer, or to issue a credit note of an equivalent value for future or current Orders. Cash on delivery will not be accepted for any reason whatsoever.
The Customer must include a copy of the purchase invoice and the return ticket number provided by VENTILAIRSEC.
The guarantee takes effect automatically on the date of invoicing of the products, for a period of:
• 5 years for products such as positive input ventilation, decentralised mechanical ventilation with heat recovery, extractors and duct ventilator
• 2 years for other centralised mechancial dual flow, other products and accessories.
No action for non-conformity may be brought by the Customer :
beyond the period of 2 or 5 years, depending on the nature of the
Product, after the date of invoicing, except in the case of commercial offers stipulating a longer period.
The warranty on products manufactured by VENTILAIRSEC only covers parts and labor costs in our workshop.
Spare parts are guaranteed for a minimum of one (1) year from dispatch.
If the remaining warranty period for the Product concerned by the spare parts is longer than 1 year, the warranty for the spare part will match the remaining warranty period.
Defects and deterioration resulting from abnormal storage, installation, maintenance, conservation, and/or use shall not entitle the Customer to the warranty.
Only products installed by a professional installer are eligible for warranty.
Under the terms of the warranty, VENTILAIRSEC will only be required to replace defective parts free of charge, without the Customer being able to claim damages.
Postage costs for the return of defective parts shall be borne by the Customer.
Any warranty ceases if the Customer did not inform VENTILAIRSEC of the defect within two (2) months of its discovery. The Customer must prove the date of discovery.
VENTILAIRSEC shall not be liable for failures resulting from installation issues or misuse.
VENTILAIRSEC cannot be responsible for the use of filters and consumables not recommended by VENTILAIRSEC. The Customer agrees to use only filters and consumables approved by VENTILAIRSEC.
VENTILAIRSEC shall not be held liable for non-compliance with industry standards, regulations, or installation instructions by the Customer or the installer.
Any unproductive site visit not attributable to VENTILAIRSEC will result in additional charges.
VENTILAIRSEC can only be held liable for direct damages suffered by the Customer and directly resulting from a fault by VENTILAIRSEC in the execution of the Services.
VENTILAIRSEC cannot be held responsible for indirect damages, such as commercial loss, business interruption, delays, loss of income, clientele, or operating losses, even if resulting from the execution or non-execution of the Order.
The total liability of VENTILAIRSEC towards the Customer shall not exceed the cost of the Products causing the damage within the twelve (12) months following the event that generated the damage during the execution of the Order.
Are excluded from this financial ceiling of responsibility (i) the responsibility of VENTILAIRSEC in the event of death or of physical damage caused by the negligence of VENTILAIRSEC, and (ii) the losses and damage resulting from the intentional fault of VENTILAIRSEC.
(i) VENTILAIRSEC’s liability in the event of death or physical injury caused by negligence.
The Customer makes a commitment to take all the necessary measures to avoid or attenuate the damage which he could undergo because of the non-observance by VENTILAIRSEC of its engagements. In defect, the amount of the indemnities due by VENTILAIRSEC will be decreased by the amount of the losses which could have been avoided or mitigated by the Customer.
VENTILAIRSEC will not be held responsible for the delays or inexecutions of their obligations, caused by an event of absolute necessity. Force majeure events are defined as events beyond the control of the parties occurring after the order has been validated. They include (but are not limited to) wars, riots, strikes and other collective labour disputes, natural disasters, pandemics and epidemics, exceptional bad weather, breakdowns or general unavailability of means of transport, accidents, fires, explosions and power shortages.
The whole of the technical and commercial documents given to the Customer are protected by the copyright and the Rights of intellectual property for the whole world remain the exclusive property of VENTILAIRSEC and must be returned to him at his request.
Except express and written agreement of the company, the Customer makes a commitment not to make any use of these documents, likely to attack the rights of industrial or intellectual property of VENTILAIRSEC and makes a commitment not to reveal them to any third party.
The personal data collected near the Customers are the object of data-processing done by VENTILAIRSEC. They are recorded in a Customer file and are essential for processing each Order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as is necessary for the execution of Orders and any applicable guarantees.
The person in charge for the data processing is VENTILAIRSEC. Access to personal data will be strictly limited to employees of the data controller who are authorised to process such data by virtue of their duties. The information collected may be communicated to Third Parties linked to the company by contract for the performance of sub-contracted tasks, without the Customer’s authorisation being necessary.
In performing their services, Third Parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases stated above, VENTILAIRSEC refrains from selling, renting, yielding, or giving access to thirds to the data without preliminary consent of the Customer, unless being constrained there because of a legitimate reason.
In accordance with the applicable regulations, the Customer has the right to access, rectify, delete, and port data concerning him or her, as well as the right to object to the processing on legitimate grounds. These rights may be exercised by contacting the data controller at the following e-mail address: contact@ventilairsec.com
In case of complaint, the Customer has the right to introduce a complaint near the authority of competent control (CNIL) if he estimates that VENTILAIRSEC carries out an illicit treatment of the personal data.
VENTILAIRSEC and the Customer recognizing that they are and will remain, independent professionals, insure each one the risks of their own exploitation.
Consequently, the relationship between the parties may not under any circumstances:(i) place either of them in a state of subordination, or
(ii) be interpreted as a form of control or direction, or
(iii) designate any of the employees, collaborators or subcontractors of either of them assigned to the performance of the Services as a partner, legal representative or agent for any purpose whatsoever.
Each of the parties will be solely responsible for all the costs associated with carrying out its activity and will personally pay the related social security and tax charges.
Moreover, VENTILAIRSEC could not be implied in any way in agreements, contracts or partnerships between Customers.
Any clause of the GTC deemed inapplicable, invalid or illegal may be modified by agreement of the parties to make it enforceable, valid or legal while keeping it similar in substance.
The fact that a party has not requested the application of one of the clauses of these GTC, in particular a prerogative recognised by these GTC, may not be considered either as a modification of the GTC, or as an express or tacit waiver of the right to exercise the said clause in the future, or of the right to demand the scrupulous performance of the commitments entered into herein.
For the execution of the Orders and for any dispute arising from the application of the GTC or its execution, the Parties shall elect domicile at their respective registered offices.
These GTC are governed by French law. Any dispute arising from the interpretation or performance of all or part of the GTC will be the subject of an attempt at amicable settlement, for a period of not less than thirty (30) days from notification of the dispute by one Party to the other Party.
To this end, the Parties agree to meet to settle their dispute at a meeting organised at the initiative of any of the Parties, involving persons duly authorised to bind the Parties.
At the end of this amicable procedure, competence is expressly allotted to the competent Courts of the spring of the Court of call of the registered office of VENTILAIRSEC, notwithstanding plurality of defendants or call in guarantee, even for the procedures of urgency, expertise or the conservatory procedures in summary procedure or by request.
The unique identifier FR033940_050NHH by ADEME, attesting to its registration on the register of producers of the EEE sector, in application of article L.541-10-13 of the Environment Code has been awarded by ADEME to VENTILAIRSEC (SIRET 490 141 991 00045). This identifier certifies that the company has complied with its obligation to register with the Register of Electrical and Electronic Equipment Producers and that it has filed its declarations of marketing with Ecologic.
