GENERAL TERMS AND CONDITIONS OF SALE
FOR PROFESSIONALS – HELP HUMIDITÉ
(ATE and ATG Products)
- PARTIES – SCOPE – ACCEPTANCE
These general terms and conditions of sale (hereinafter the “GTC”) apply to any order for products placed by a professional customer on the website https://www.helphumiditepro.com (hereinafter the “Website”), with:
HELP HUMIDITE SAS,
A simplified joint-stock company (SAS) with share capital of €3,000 (three thousand euros),
with its registered office located at 1st floor, 12 Place des Grands Hommes – 31001 Bordeaux Cedex,
registered with the Trade and Companies Register of BORDEAUX under number 892 033 630 R.C.S BORDEAUX,
represented by Mrs. BONIN Séverine in her capacity as President, duly authorized for this purpose,
(hereinafter the “Seller”).
The “Customer” means any legal entity having legal personality, acting within the scope of its main professional activity, which orders products on the Website.
These GTC govern exclusively sales concluded between the Seller and professionals.
The Customer expressly acknowledges that it does not have the status of a consumer or non-professional within the meaning of the French Consumer Code.
Placing an order implies full and unconditional acceptance of these GTC, to the exclusion of any other general purchasing conditions or Customer documents. No specific condition may prevail over these GTC, unless the Seller’s prior written agreement is obtained.
In the event of a contradiction between these GTC and any other document, these GTC shall prevail, unless expressly waived in writing by the Seller.
- ACTIVITIES OF THE PARTIES
The Seller specializes in the marketing of processes and products related to the remediation of structural and ambient dampness in buildings.
The products currently marketed under these GTC include, in particular, the moisture treatment devices referenced ATE and ATG (hereinafter the “Products”).
The Customer acknowledges and declares that the subject matter of the order placed with the Seller falls within the scope of its main professional activity.
- ORDERS EXCLUSIVELY ON THE HELPHUMIDITEPRO.COM WEBSITE
The Customer orders the Products on the Website https://www.helphumiditepro.com, taking care to specify the Product references and the quantities per Product reference.
The online ordering process enables the Customer to check the details of its order, the total price, and to correct any errors before final validation. The order is final only after validation by the Customer and confirmation by the Seller (in particular via any confirmation message or invoice).
The Seller reserves the right to refuse any order or suspend its execution, in particular in the event of:
late payment or a previous payment incident,
total or partial non-payment of a previous order,
failure by the Customer to comply with its obligations under these GTC,
or where the order appears abnormal or abusive (unusual quantities, suspicion of resale outside the declared professional channel, etc.).
In the event of temporary or definitive unavailability of a Product, the Seller may offer the Customer a replacement solution or the cancellation of the relevant order line, without any compensation other than reimbursement of any price already collected for said Product.
- DELIVERY
Indicative delivery times are 15 calendar days from the date of the order on the Website https://www.helphumiditepro.com, unless otherwise indicated at the time of the order or in special cases (exceptional closure, holidays, stock shortage, etc.).
Delivery times are provided for information purposes only. Any delivery delay may not, except in the event of gross negligence by the Seller, give rise to cancellation of the order or compensation.
Depending on the quantity ordered, the Seller reserves the right to split the delivery into several shipments.
Orders are delivered to the delivery address indicated by the Customer when placing the order, in mainland France, unless otherwise stated or specifically agreed.
The Seller is not responsible for difficulties or additional costs resulting from:
an error or omission by the Customer regarding the delivery address,
an impossibility of delivery attributable to the Customer (repeated absence, inaccessible premises, etc.).
Packaging of the Products for delivery is carried out by the Seller, in accordance with applicable regulations, under its responsibility and at its expense.
The Products are delivered by the Seller at its expense and risk until they are made available to the Customer or any person appointed by it, in accordance with Article 13 below.
- RECEIPT AND INSPECTION OF PRODUCTS
Upon receipt of the Products, the Customer undertakes to immediately verify:
the quantity of the Products,
the compliance of the delivered references with the order,
the apparent condition of the Products and packages.
In the event of damage, loss, breakage or apparent defect (including reference errors or missing Products), the Customer must:
make all clear, precise and substantiated reservations on the delivery note at the time of delivery (e.g., damaged package, missing Product, etc.);
confirm these reservations to the carrier by registered letter with acknowledgement of receipt within 7 business days following receipt, in accordance with applicable regulations;
inform the Seller of these reservations by letter or e-mail within 7 calendar days from receipt of the order.
After this period, and except where legal warranties or the warranty relating to hidden defects apply, no claim relating to an apparent defect or apparent non-conformity will be admissible.
Subject to mandatory rules, hidden defects and non-apparent non-conformities must be notified to the Seller by registered letter with acknowledgement of receipt within 7 days from their discovery.
In the event of a justified claim, the Seller may, at its option, repair, replace or refund the Product(s) concerned, to the exclusion of any other compensation.
- PRICES
The schedule of unit prices for the Products is visible on the Website https://www.helphumiditepro.com or communicated to the Customer by any other appropriate means.
Unless otherwise stated, prices are exclusive of taxes and include delivery costs (under the standard conditions defined by the Seller). Any tax, duty or charge, current or future, payable in connection with the sale of the Products shall be borne by the Customer.
Prices are increased by VAT at the rate in force on the date of invoicing. Any change in the applicable VAT rate is automatically reflected on the Customer’s invoice.
The Seller reserves the right to modify its prices at any time, it being understood that the Products will be invoiced on the basis of the rates in force on the date the order is recorded.
- PAYMENT
Unless otherwise expressly agreed between the Parties and stated on the invoice, no discount is granted for early payment.
The Seller’s invoices are payable in euros, on the due date indicated on the invoice, by the payment methods accepted by the Seller, in particular: bank transfer (bank details), cheque, PayPal, bank card.
In the event of total or partial late payment:
late payment penalties shall be due automatically, calculated on the basis of three times the legal interest rate in force on the due date;
these penalties accrue from the day following the due date indicated on the invoice, until full payment of the principal price, interest, costs and ancillary charges, without any reminder or prior formal notice being required.
In accordance with Article D441-5 of the French Commercial Code, a fixed recovery charge of €40 is due automatically by the Customer in the event of late payment, without prior notification. If the recovery costs actually incurred exceed this amount, additional compensation may be invoiced upon presentation of supporting documents.
The Seller also reserves the right to:
suspend or cancel the Customer’s current orders,
reduce or cancel any payment terms granted,
require payment in cash or the provision of guarantees for subsequent orders.
The Customer may not set off any sums it believes are owed to it by the Seller against sums owed to the Seller, unless the Seller has expressly and previously agreed.
- COMMUNICATION MATERIALS
It is strictly prohibited for the Customer to use, reproduce, modify or distribute the communication materials (texts, logos, visuals, diagrams, commercial documents, data sheets, etc.) of Help Humidité and Humidistop France, unless the Seller has given prior written authorization.
Any unauthorized use of communication materials may lead to termination of the commercial relationship, without prejudice to any action for liability or infringement.
- WARRANTY TOWARDS THE CUSTOMER (PROFESSIONAL)
The Seller undertakes to deliver Products that conform to their descriptions appearing on the Website or in the technical documentation, as well as to applicable legal requirements.
Subject to the Customer’s compliance with the claim procedures provided for in Articles 5 and 11, the Seller undertakes, at its option:
to remedy,
or to replace,
or to refund Products presenting an apparent defect or a non-apparent defect (hidden defect, lack of conformity), provided that the defect does not result from the Customer’s failure to comply with its installation, use or maintenance obligations.
If the Customer acts as an intermediary and does not resell the Products directly to the end customer, it remains free to grant additional commercial warranties to its own customers, at its own cost and risk. Warranties granted by the Customer to its customers do not in any way bind the Seller.
- WARRANTIES TOWARDS THE END CUSTOMER
The Seller may grant the end customer (final user of the Products) a specific commercial warranty for certain Products, in particular ATE and ATG devices.
This commercial warranty, where it exists, is in addition to:
the warranty against hidden defects provided for in Articles 1641 et seq. of the French Civil Code,
any statutory warranty of conformity that may apply to end customers having the status of consumers within the meaning of the French Consumer Code.
The conditions, duration and practical terms for implementing any HELP HUMIDITE commercial warranty granted for ATE and ATG Products are defined in the documentation provided at the time of purchase (user manual, warranty certificate, invoice, etc.) or on the Website. In the event of a discrepancy, those specific documents shall prevail over this clause.
It is the Customer’s responsibility:
when it resells the Products directly to the end customer, to inform the latter of the terms of the applicable warranty;
when it resells the Products to another intermediary, to inform that intermediary of the existence of the applicable warranty and to require it to inform the end customer in turn.
The commercial warranty does not apply if the defect results in particular from:
opening or modification of the Product by the end customer or an unauthorized third party,
movement or uninstallation not in accordance with requirements,
intentional damage, impact, fall or mishandling,
installation not in accordance with the Seller’s instructions,
a force majeure event.
The Customer remains free to grant additional warranties to the end customer, at its own cost and risk. Warranties granted in this way do not bind the Seller.
- INSTALLATION AND COMPLIANT USE BY THE CUSTOMER
The Products sold by the Seller must be used in accordance with their intended purpose and in strict compliance with:
the installation and user manuals,
the Seller’s written technical instructions and recommendations,
applicable professional standards and rules of the trade.
This information is communicated by the Seller at the latest upon delivery of the order, in particular through the technical manuals.
The Seller cannot be held liable for consequences (bodily injury, material damage, intangible damage, operating losses, etc.) resulting in particular from:
non-compliant installation,
lack of maintenance or unsuitable maintenance,
unauthorized modification of the Products by the Customer,
or use of the Products not in accordance with their intended purpose.
The Seller is also not responsible for indications, advice, diagnoses, quotations, performance promises or commitments (written or oral) communicated by the Customer or its own partners to third parties regarding the Products.
- RESALE
The Customer freely determines the resale price and, where applicable, the installation price of the Products it orders from the Seller, subject to compliance with applicable legal provisions (in particular regarding abusively low pricing or unfair competition).
The Customer undertakes not to present the Products in a misleading manner or in a way likely to create confusion with other brands or technical solutions.
- TRANSFER OF RISK
The transfer of risks relating to the Products (loss, theft, deterioration, etc.) takes effect as soon as the Customer, or any person appointed by it, has taken physical possession of the Products, i.e., at the time of delivery as defined in Article 4 above.
From that moment, the Customer alone bears the risks relating to the Products.
- TRANSFER OF OWNERSHIP – RETENTION OF TITLE
Transfer of ownership of the Products to the Customer is subject to full payment of the price in principal, interest and ancillary charges.
In the event of total or partial non-payment of an invoice at its due date, the Seller may, without prior court formalities, reclaim ownership of the Products at the Customer’s expense and risk, including in collective proceedings, within the limits provided by law.
In the event of resale of the Products by the Customer before full payment to the Seller, the retention of title is transferred to the resale price, which the Customer undertakes to assign to the Seller up to the amounts remaining due.
- INSURANCE
The Customer may resell and/or install the Seller’s Products at the home or premises of third parties. In any event, it will have to advise third parties (end customers or otherwise) regarding installation and use of the Products.
Poor installation, unsuitable advice or an omission may present a risk to property and/or persons, independently of the quality of the Products.
Consequently, the Customer undertakes to:
hold all professional insurance policies necessary for the exercise of its activity (professional civil liability, ten-year liability insurance where necessary, etc.) covering in particular the consequences of resale, installation and advice related to the Products;
maintain these coverages in force throughout the duration of the commercial relationship with the Seller.
- INTELLECTUAL PROPERTY
16.1 Products sold under the Seller’s brand (ATE and ATG)
ATE and ATG Products, as well as their distinctive signs (trademarks, logos, trade dress, etc.) are protected under intellectual property law.
The Seller holds copyright and/or intellectual property rights relating to the signs, trademarks, logos, visuals and materials reproduced on the Products and associated documents. Ordering Products does not entail any transfer of intellectual property rights to the Customer, unless otherwise agreed in writing.
The Customer benefits from a non-exclusive and non-transferable right to reproduce the Seller’s trademarks and visuals, limited to the territory of France, and solely for the purposes of promotion and distribution of the Products ordered from the Seller. This right:
does not authorize any alteration, modification or adaptation of the works,
does not permit the use of the trademarks and visuals for purposes other than promoting the Products,
may be withdrawn by the Seller in the event of a breach by the Customer.
16.2 Customized products at the Customer’s request
Where the Customer requests the customization of certain Products under its own brand, name, trade name or sign (hereinafter the “Customer Sign”), it guarantees the Seller that such sign does not infringe third-party rights (trademark rights, copyright, image rights, etc.).
The Customer grants the Seller a non-exclusive right to reproduce the Customer Sign, for France, solely for the purposes of customizing the Products and producing the communication materials necessary for such customization.
The Customer indemnifies the Seller against any claim or action by a third party based on infringement of intellectual property rights resulting from use of the Customer Sign.
- SUBCONTRACTING
The Seller is free to subcontract all or part of the performance of its obligations (manufacturing, logistics, transport, etc.) to third parties of its choice, at its own expense and under its responsibility.
Subcontracting does not in any way modify the scope of the Seller’s obligations towards the Customer.
- OBLIGATION OF MEANS – LIMITATION OF LIABILITY
Except where mandatory rules provide otherwise, the Seller’s obligations are obligations of means.
The Seller’s liability may only be incurred in the event of proven fault and within the limits set out below:
The Seller is not liable for indirect damage suffered by the Customer, such as: operating losses, loss of profit, loss of opportunity, commercial prejudice, damage to image, etc.
The Seller’s overall liability, on all grounds (contractual, tort, quasi-tort), is in any event limited to the amount excluding VAT of the relevant order giving rise to the event causing the damage.
This limitation does not apply to bodily injury caused intentionally or to mandatory public policy provisions.
The Customer acknowledges that Product prices are set in consideration of this allocation of risks and limitation of liability.
- FORCE MAJEURE
The Parties are not responsible for failures or delays in performance resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code, as defined by French case law.
In the event of a force majeure event, the Party whose obligations are affected shall inform the other Party as soon as possible.
The affected contractual obligations are suspended for the entire duration of the force majeure event. The other obligations of the Parties remain applicable as far as possible.
If the force majeure event continues for more than 60 consecutive calendar days, either Party may terminate the relevant order or contract, without compensation to either Party, by registered letter with acknowledgement of receipt.
- PARTIAL INVALIDITY
If one or more provisions of these GTC should be declared null, unenforceable or deemed unwritten, in particular as a result of a final court decision or the entry into force of a legal or regulatory provision, the other provisions shall remain in full force and continue to bind the Parties.
The Parties shall endeavour to replace the invalidated clause with a valid clause having an equivalent economic effect.
- JURISDICTION AND APPLICABLE LAW
In the event of a dispute relating to the interpretation, validity or performance of these GTC and/or sales concluded between the Seller and the Customer, the Parties shall endeavour to find an amicable solution.
Failing an amicable resolution within a reasonable period, and unless mandatory rules provide otherwise, the Parties grant exclusive jurisdiction to the courts within the jurisdiction of the Tribunal de grande instance of TOULOUSE.
These GTC are governed by French law, to the exclusion of conflict-of-law rules and international conventions that might lead to the application of another legislation.
- PERSONAL DATA (GDPR)
In the context of managing the commercial relationship, the Seller is required to collect and process personal data concerning the Customer’s representatives, employees or agents (identification data, professional contact details, etc.).
Such data is processed in accordance with applicable personal data protection regulations and is used only for:
order, delivery, invoicing and payment management,
customer relationship management,
compliance with the Seller’s legal and regulatory obligations.
Data subjects have, under the conditions and limits provided by law, the right of access, rectification, erasure, restriction, objection and portability of their data, which they may exercise with the Seller according to the procedures indicated on the Website or by any customary means of contact.
- AMENDMENT OF THE GTC
The Seller reserves the right to amend these GTC at any time. The applicable GTC are those in force on the date the Customer places the order, as published on the Website.
By continuing to place orders after the GTC have been updated, the Customer accepts the new terms, which shall be enforceable against it.
