General terms and conditions of sale
ART 1. SCOPE OF APPLICATION
In accordance with Article L 441-1 of the French Commercial Code, these general terms and conditions of sale establish the only basis of the commercial relationship between the parties. They take precedence over any of the customer's general terms and conditions of purchase from DEL (Diffusion Equipements Loisirs) (hereinafter referred to as "DEL"), a simplified joint stock company with capital of € 2,300,000, registered with the Rennes Trade and Companies Register under number 303 355 671, whose registered office is located at la Basse Croix Rouge, 35530 BRÉCÉ.
All orders placed by clients imply their acceptance of these General Terms and Conditions of Sale and of the general terms and conditions of use of our website www.my-cfgroup.fr for electronic orders.
In accordance with current regulations, DEL reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale, based on negotiations with the client, by means of a written amendment signed with the latter. DEL reserves the right to modify or adapt them at any time. The General Terms and Conditions of Sale shall be applicable to the order and only applied between professionals.
ART 2. OPENING OF AN ACCOUNT
A client account will only be created after full receipt of the duly completed application form, including a bank details form (RIB), KBIS or trade directory, as well as these signed General Terms and Conditions of Sale.
ART 3. ORDERS
3.1. All orders, even those taken by our representatives and distributors or electronically, are binding only after receipt of the client's written order followed by an acknowledgement of receipt from our Sales Administration department.
3.2. Custom-made or non-catalogue orders may not be cancelled by the client, nor may they be returned or exchanged, and the client shall remain liable for full payment of the order, unless DEL agrees to charge only for items obtained or manufactured in order to satisfy said orders. For all spa and swimming pool orders, a deposit of 50% may be required.
ART 4. PRICES - PRODUCTS
4.1. The prices indicated in this catalogue are in euros, excluding taxes and Waste Electrical and Electronic Equipment tax and are based on current economic conditions. They do not include delivery charges. These prices may be revised at any time by DEL, without prior notice, notably due to changes in manufacturing components.
4.2. DEL reserves the right to modify, at any time and without prior notice, the technical design of its products in order to improve product quality.
4.3. In the event of such modifications, DEL commits to informing its clients no later than at the time of the client's order and, where applicable, in the specific commercial proposal sent to the client.
4.4. Prices for packaging and transport are shown net and free of all discounts.
4.5. The client may not unilaterally change the price, for whatever reason, without the prior agreement of DEL. The client expressly waives the application of Article 1223 of the French Civil Code, as a price reduction can only occur through a joint agreement with DEL or a court decision.
ART 5. PAYMENT
5.1. Once an account has been opened, invoices are payable in full, with no discount, by Lettre de Change Relevé (electronic bill of exchange) within 30 days of the end of the month from the invoice issue date, subject to our Insurance and Credit Company's approval. Exceptionally, the first order must be paid in full by bank transfer or credit card at the time the order is placed in order to be approved. No discount shall be granted for cash payment at the time of order.
Any significant deterioration in the financial situation of the client and/or significant and/or repeated delays in payment, even after partial fulfilment of previous orders, shall entitle DEL to revise the terms of payment and demand the payment of a deposit or the full payment of a future order. In the event of client refusal, DEL shall be entitled to refuse said order.
5.2. Notwithstanding Article 5.1, payment for export shipments is made by bank transfer when the order is placed, or by bank transfer 30 days after the order is placed, subject to a credit limit granted by our Insurance and Credit Company, on an ex-works basis (EXW).
5.3. Any payment incident shall require DEL to send a registered letter with acknowledgement of receipt, and the account shall be systematically blocked without prior notice on the date of the payment incident (this will suspend quotations, orders, production and deliveries). A declaration of the payment incident shall be sent to our Credit and Insurance Company. A €40 rejection fee shall be charged on the next invoice.
5.4. In the event of late payment, late payment interest will be charged on the total invoice amount, including VAT, at a rate equal to three (3) times the legal interest rate from the due date until the invoice has been paid in full. DEL shall automatically be entitled to late payment interest without any specific formality or prior notice. Finally, a fixed amount of €40 for collection costs shall be automatically payable without prior notice by DEL to the client.
5.5. Any compensation or deduction made unilaterally by the client, without the prior agreement of DEL, shall be considered a default in payment, resulting in the application of Articles 5.3 to 5.4 above.
5.6. Payment terms start from the invoice issue date (Art. L 441-10 of the French Commercial Code).
ART 6. DELIVERIES
6.1. Delivery lead times: In the event that equipments are not in stock or available made-to-measure, provided for information purposes only on our website, DEL shall communicate the delivery date upon receipt of the delivery date provided by the supplier upon receipt of the order (Art. 3.1 above). For custom-made equipment, the delivery time is confirmed in the acknowledgement of receipt issued by DEL. These deadlines do not constitute a strict deadline and exceeding them, for whatever reason, shall not give rise to any damages or order cancellations.
Notwithstanding a delivery address communicated by the client to the carrier, the parties agree that the delivery obligation is fulfilled when the equipment ordered is made available at the carrier's platform. On-time delivery or the availability of the goods can only be achieved if the purchaser is up to date with their obligations, in particular payment.
DEL reserves the right to make full or partial deliveries. In the event of a partial delivery, each partial delivery will be considered as a complete commercial transaction and a proportional payment will be required.
6.2. Delivery costs: The transport rate or the amount of carriage paid shall be applied in accordance with the scale of transport costs shown in our annual general catalogue in effect at the time the order is placed. Cash on delivery fees are borne by the client.
6.3. Force majeure: The Parties shall not be held liable if the non-performance or the delay in the performance of any of their obligations, as described herein, results from a case of force majeure, such as, in particular, strike, fire, lock-out, epidemic, embargo, accident, in particular involving tools, machine breakdown, interruption or delay in transport, impossibility of being supplied, defective raw materials, exceptional health or climatic hazards, or any other event beyond human control that may generate a situation of partial or total unemployment.
The Party that observes the event must immediately inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations shall under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.
Performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed 60 days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act. If the impediment is definitive or exceeds a period of 60 days, the present contract will be purely and simply terminated ipso jure without summons or formality
ART 7. RISK TRANSFER
Unless otherwise agreed in writing between the parties, the client shall assume the risks as soon as the goods are collected from the premises of DEL by the carrier or the client (Incoterm : EXW), even in the case of a carriage paid sale.
In the event of delivery by carrier, the shall assume the risks of the goods' transportation, who is responsible for checking the condition of the goods on delivery and, in the event of damage or loss, for making any claims against the carrier, in accordance with the provisions of Article L 133-1 et seq. of the French Commercial Code. DEL shall not be held liable for any damage caused by transport or for the client's failure to comply with the carrier's instructions.
DEL shall be deemed to have fulfilled its delivery obligation once it has delivered the goods ordered to the carrier, or to the client, who has accepted them without reservation.
As the risks are transferred to the client upon loading or collection, the client agrees to insure, at their own expense, all products ordered from the latter, against all risks and damage, until the transfer of ownership and to justify this to the latter when the order is placed. Should the client fail to do so, DEL shall be entitled to delay delivery until proof of insurance has been provided.
ART 8. RETURN
8.1. Custom-made products
The client has a period of 30 (thirty) days from the date of receipt of the goods to request the return of incorrect or defective equipment from DEL by registered letter with acknowledgement of receipt. No return shall be accepted without the prior formal written agreement of DEL. In addition, the goods must be given to the carrier in their original packaging or in packaging identical to the shipment packaging, for their return to be accepted by DEL. The goods shall be collected by our carrier in accordance with our return procedures (return form must be completed and yellow label must be stuck on the parcel). In the event of a return, the client shall pay 50% of the invoiced value and all transport costs related to the return of the products, except in the case where the fault is attributable to DEL.
8.2 Other equipment
The client has a period of 8 (eight) days from delivery by the carrier or collection of the goods to return, carriage paid, any incorrect or defective product to DEL.
In addition, the goods must be returned in their original packaging or packaging identical to the shipment packaging, carriage paid, for their return to be accepted by DEL.
The client is responsible for the cost of returning the goods, whether under guarantee or not. Returns may give rise to a restocking penalty of at least 15 % when the goods can be resold as new. Otherwise, it shall be necessary to examine the goods in order to establish the additional penalty to recondition and restore the product to its original condition. However, if the claim is justified, no penalty shall be applied.
8.3. Any complaint sent after the deadline will be inadmissible, which the client declares that they are aware of and accept. If the complaint is justified, the goods shall be replaced or a credit note issued, at DEL's discretion, and the cost of the new delivery shall be borne by DEL. If the complaint is not justified, all costs inherent in a new delivery will be borne by the client. No carriage costs will be accepted.
ART 9. – TRANSFER OF OWNERSHIP/ OWNERSHIP RETENTION
Notwithstanding the risk transfer that occurs when the goods are collected (Art. 7), the transfer of ownership of the goods to the client will only take place after the client has paid the price in full.
Consequently, DEL retains its right of ownership of the goods sold as long as the client has not paid all the amounts due in full and may, without the need for prior formal notice, recover the equipment sold, regardless of where it is held, including in the event that the equipment sold is transferred to a third party.
Sale cancellation may only result from a registered letter with acknowledgement of receipt from DEL and the effective return of the equipment sold to DEL.
In the event that the client is subject to insolvency proceedings or a judgement pronouncing the provisional suspension of proceedings against the client, the present ownership retention clause will be applied by right.
In the event that the equipment disappears, the insurance compensation resulting from its disappearance shall be paid to DEL.
The client who is subject to seizure shall be obliged to inform DEL in the event of non-payment in full of the amounts due to the latter in respect of goods delivered under the ownership retention clause, whether or not these goods have since been resold as part of the performance of their regular profession.
If the client has paid a deposit, this deposit shall remain the property of DEL as a lump-sum compensation, without prejudice to any other action that DEL may be entitled to take against the client as a result.
ART 10. WARRANTY
10.1. The warranty starts on the invoice date. The warranty is payable upon full payment for the equipment. The warranty shall cease to apply if the equipment has been modified outside our workshops. The warranty covers only the replacement or repair of the defective part, excluding any compensation, carriage costs, labour costs or consequential damage. The warranty also excludes water supply, maintenance products and material and immaterial damage.
The warranty does not apply to damage or loss caused in whole or in part by natural disasters, vandalism or terrorism.
The warranty can only be applied if the installation, fitting and maintenance have been carried out by a swimming pool professional in compliance with the requirements of the "good practice guidelines" (NET 54 802 - NET 54 804 for membranes and liners, for example).
In any event, the warranty is conditional upon normal use of the product in accordance with the manufacturer's instructions for use, maintenance and installation.
10.2. Duration
Products manufactured by DEL are covered by a warranty stipulated in the catalogue. Products not manufactured by DEL are covered by the manufacturer's warranty.
10.3. Spare parts
Spare parts essential for the proper functioning of products manufactured by DEL shall be available during the warranty period of said product as stipulated in Article 10.2. DEL cannot guarantee the availability of spare parts for products it does not manufacture.
ART 11. SALES BY INTERNET
11.1. Any goods intended to be sold by a retail site on the Internet must be clearly specified in the order. In this case, the manufacturer's and/or distributor's information shall be sent in full to the retail site, which shall be obliged to inform its own clients.
The retailer agrees to contractually bind its clients to strictly comply with the obligations resulting from said information and from the "BP P90315 good practice guidelines relating to protective elements for unenclosed in-ground private swimming pools for individual or collective use". It is therefore essential for the retailer/installer to ensure that the equipment the client is looking for is compatible before purchasing it, by offering to visit the retail site, and that the manufacturer's installation and fitting specifications, recommendations for use, after-sales service and maintenance are complied with. Installation of our designs and distributed products, in particular ZPCE equipment, must be carried out by a qualified professional. Otherwise, the warranty referred to in Article 10 shall not apply.
11.2. In the event of a dispute or complaint from a private individual concerning equipment delivered by DEL to a retail site which has resold it to said private individual, the website must commit to carrying out all after-sales service and warranty operations itself. Under no circumstances shall DEL carry out after-sales service at said private individual's property.
11.3. The information and dimensions sent to DEL at the time of the order are the exclusive responsibility of the professional client who has purchased on the retail site. These are essential to ensure that the product complies with safety standards.
ART 12. ADVICE AND TECHNICAL ASSISTANCE
The advice and technical assistance provided free of charge by DEL concerning its own products are provided for information purposes only and in no way incur the liability of DEL. Furthermore, it is not the responsibility of DEL to assess the specifications and descriptions provided by its own suppliers concerning the products it distributes. It is the client's responsibility to check that the choice of equipment corresponds to the actual conditions of use.
ART 13. IMAGE RIGHTS
The sketches, photos and texts in this catalogue are provided for information only and may under no circumstances be considered as contractual. Any reproduction, even partial, by any process whatsoever, of the pages published in this catalogue and made without our authorisation is unlawful and constitutes copyright infringement. Any use of the photographs in our catalogue is subject to the express prior authorisation of DEL.
ART 14. TARIFF DOWNGRADING
If the client breaches these General Terms and Conditions of Sale, DEL shall be entitled, without prior notice, to temporarily or permanently suspend any preferential tariff agreement negotiated for the client's benefit.
ARTICLE 15. INFORMATION BY THE CUSTOMER
15.1. The client commits to inform DEL of any amicable or legal claim that may arise during the installation of the swimming pool with DEL equipment, at the latest within 5 (five) days following the installation, by registered letter with acknowledgement of receipt.
This commitment entails the transmission of all technical information in order to find an amicable solution to the complaint.
15.2. The client commits to inform DEL at the latest within 30 (thirty) days of its occurrence, by registered letter with acknowledgement of receipt, of any changes in their legal situation (e.g. change in the legal form of the company, transfer of business, merger, absorption, cessation of activity, etc.) as well as of any changes relating to the condition of their bank account or the account referred to in Article 2 above, and more generally of any information on compulsory and optional insurance changes taken out for the needs of the activity in accordance with the regulations in force.
15.3. Should such information not be provided within the aforementioned period, DEL reserves the right to take any legal action to obtain reparations against the client, including against their business successor, by any legal means necessary.
ART 16. LEGISLATION N° 2003-9 OF JANUARY 3, 2003
The professional client has a duty to advise and inform the project owner. The client declares that they are aware of the regulations arising from the Safety Act of 3 January 2003 and the subsequent implementing decrees, which make a standardised safety system designed to prevent the risk of drowning in private swimming pools compulsory. This awareness includes the scope of the legislation and the content of the technical notes relating to the safety system that the pool builder or installer must supply to the project owner. The regulations are currently codified in the French Construction and Housing Code (CCH), Articles L134-10, R 128-1 to 128-4 and L183-13. The pool builder commits to strictly informing the Project owner of the standardised safety devices that have become compulsory so that DEL can in no way be held liable for lack of information or advice by the Project owner and/or their beneficiaries.
ART 17. ATTRIBUTION OF JURISDICTION
17.1. Applicable law - Language of the contract
These dealings are governed by French law. These general terms and conditions are drawn up in French. In the event that they are translated into one or more languages, only the French text shall be deemed binding in the event of a dispute.
17.2. Jurisdiction
IN THE EVENT OF DISPUTES RELATING TO THE PRICE OR THE PERFORMANCE AND INTERPRETATION OF THESE TERMS AND CONDITIONS, THE RENNES COURTS SHALL HAVE SOLE JURISDICTION, REGARDLESS OF THE PLACE OF DELIVERY OR THE METHOD OF PAYMENT ACCEPTED, AND EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR THE INTRODUCTION/REPLACEMENT BY THIRD PARTIES.
ART 18. UNFORESEEABILITY
The only case of unforeseeability likely to give rise to the application of the legal regime provided for in Article 1195 of the Civil Code, for DEL product sales to the client subject to these general conditions of sale, is restrictively defined as follows: increase in the cost of raw materials and/or transport of more than 10% making it economically impossible for DEL to carry out the order at the price of the initial order form insofar as this substantially modifies the economic equilibrium of the contract. In this case, DEL and the client shall attempt to find an amicable solution within a period of 30 days from the date of DEL's request to revise the price of the contract and failing an amicable solution, shall refer the matter to the court in accordance with the legal provisions for price revision or contract termination.
ART 19. PURCHASER ACCEPTANCE
These general terms and conditions of sale as well as the price lists and scales concerning discounts and rebates attached hereto, are expressly approved and accepted by the Client, who declares and acknowledges that they are fully aware of them, and thereby waives the right to rely on any contradictory document and, in particular, their own general terms and conditions of purchase.
ART 20. DATA PRIVACY AND GDPR
IPursuant to Act 78-17 of 6 January 1978, as amended by Act no. 2018-493 of 20 June 2018, it should be noted that the personal information (such as surname, first name, address, e-mail address using your surname, personal mobile number, etc.) requested from clients is required to process their orders, to draw up invoices and for the proper management of customer relations.
Personal data collected from Clients is processed by DEL. This data is recorded in the Client file and is essential for processing the order. This information and personal data is also kept for security purposes, in order to comply with legal and regulatory obligations. It shall be kept for as long as is necessary for the fulfilment of orders and any applicable warranties.
DEL is in charge of data processing. Access to personal data shall be strictly limited to AQUALUX employees authorised to process such data by virtue of their duties. The information collected may be communicated to third parties contractually linked to the company for the performance of sub-contracted tasks, without the Client's authorisation being necessary.
As part of the performance of their services, third parties have only limited access to data and are obligated to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Aside from the cases set out above, DEL shall not sell, rent, transfer or give third parties access to the data without the prior consent of the Client, unless it is obligated to do so for a legitimate reason.
If the data is transferred outside the EU, the Client shall be informed and the safeguards taken to protect the data (for example, the external service provider's compliance with the "Privacy Shield", adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) shall be specified.
In accordance with the national and European regulations in force, clients have the right to permanently access their personal data (surname, first name, e-mail address using their surname, personal mobile number, etc.), to modify, rectify, oppose, limit, delete and port it, to communicate instructions concerning its use in the event of death, to withdraw their consent (if given) and to lodge a complaint with the competent authority. The user may exercise these rights by contacting the Data Protection Officer directly by e-mail at dpd@cf.group or by post at SAS DEL, Délégué à la Protection des Données, ZA LA CROIX ROUGE 35530 BRECE, providing proof of identity.