General conditions of sale

GENERAL CONDITIONS OF SALE

SIROCO HVAC

Preamble and enforceability of the GTC
General Conditions of Sale and Supply applicable to SIROCO HVAC and its subsidiaries. Any transaction concluded with one of the companies mentioned implies acceptance of these General Terms and Conditions of Sale. These General Terms and Conditions apply to all sales made by SIROCO HVAC (hereinafter referred to as “SIROCO”) to any professional purchaser, defined as any natural person or legal entity, public or private, acting for purposes within the scope of its commercial, industrial, craft, liberal or agricultural activity, including when acting in the name of or on behalf of another professional (hereinafter referred to as the “CUSTOMER(S)”), hereinafter referred to separately as “the Party” or together as “the Parties”.
The GTC form the basis of SIROCO’s offer, in accordance with article L.441-1 of the French Commercial Code.
The General Terms and Conditions shall prevail over any other general or special terms and conditions, general or special documents issued by the CUSTOMER which have not been expressly approved in advance in writing by our services. The placing of an order implies the CUSTOMER’s full and unconditional acceptance of the General Terms and Conditions.
SIROCO’s failure to enforce any provision of the GTC at any time shall not be construed as a waiver of its right to enforce such provision at a later time.
The GTC are regularly updated. The current version is available for downloading and printing at www.siroco-hvac.com, or on request by calling 04.28.99.89.30, by e-mail: siroco@siroco-hvac.com, or from our sales team.

1. Scope of the General Terms and Conditions
The GTC apply to SIROCO’s product sales and assembly activities.
The contractual products are in particular the following (hereinafter the “PRODUCTS”), although the GTC may cover other products which are not listed:
– Standard” products listed in SIROCO’s catalogue;
– Trade” products from third party suppliers who are SIROCO’s partners; and
– Mould products and tools, or specific equipment developed specifically to drawings on behalf of a CUSTOMER.

2. SIROCO’s Offer
The CUSTOMER undertakes to provide SIROCO with all the information necessary for SIROCO to prepare a quotation and, where applicable, a specification, in advance and by any written means. The CUSTOMER is responsible for the completeness and accuracy of the information provided to SIROCO.
SIROCO will then draw up an appropriate and individual quotation detailing SIROCO’s proposal. Unless otherwise specified, the quotation is valid for thirty (30) days from the date of issue. Upon expiry of this period, SIROCO reserves the right to refuse the Order placed under the terms of this quotation.

3. Controls
3.1. Orders for PRODUCTS must be sent by CUSTOMERS to SIROCO’s sales department by any written means (such as mail, fax or e-mail) stating the characteristics, quantities and references of the desired PRODUCTS (hereinafter the “Order”).
Each Order, in order to be processed, must correspond to a minimum amount of one hundred (100) € excluding VAT and excluding packaging and transport.
An Order shall only be final after SIROCO has accepted it in writing within a reasonable period of time.
SIROCO may refuse to confirm an Order, in particular in the following cases: (i) if an invoice from the CUSTOMER is still outstanding, (ii) if the CUSTOMER has failed to fulfil its contractual obligations during the performance of a previous Order or (iii) if the request is abnormal, for example in terms of quantity or lead time, or made at a price that is no longer valid.
The contract of sale (hereinafter referred to as the “Contract”) is concluded by SIROCO confirming the CUSTOMER’s Order by means of an acknowledgement of receipt of the Order delivered by any written means (such as post or e-mail) by SIROCO within a reasonable period of time after receipt of the Order by SIROCO and summarising the essential elements of the Contract.
The Order is binding.
Proposals made by SIROCO’s representatives and prices indicated in catalogues and price lists are only indicative; only written confirmation from SIROCO is binding.

3.2. Any change to the Order requested by the CUSTOMER is subject to SIROCO’s written acceptance, which must in any event be given within a reasonable period of time following the request for change. In the event of a change to the Order, the CUSTOMER shall pay SIROCO all costs already incurred by SIROCO in connection with the Order and shall bear all direct and indirect consequences thereof, including any extension of the lead time.

3.3. No cancellation of an Order may be taken into consideration unless it has been notified to SIROCO by any written means (such as letter or e-mail), subject to fifteen (15) days’ notice prior to the delivery date. In the event of cancellation under these conditions, the quantities already manufactured and/or the components making up the PRODUCT which is the subject of the cancelled Order, already ordered from third party suppliers following the Order and available at the time of cancellation, shall nevertheless be invoiced to the CLIENT who shall be obliged to take delivery thereof.

3.4. Where appropriate, an open order may be placed. It must meet the conditions set out below.
– It is limited in time by the agreed deadline.
– It defines the characteristics and price of the Product
– When the open order is concluded, minimum and maximum quantities and lead times are stipulated.
– The timing of delivery orders defines precise quantities and deadlines that fall within the range of the open order.
If the adjustments made by the CUSTOMER to the provisional estimates of the overall open order schedule or delivery orders deviate by more than 20%, upwards or downwards, from the amount of the said estimates, SIROCO will assess the consequences of these variations.
In the event of an upward or downward deviation, the Parties shall consult each other in order to find a solution to the consequences of this deviation, which could alter the balance of the contract to the detriment of SIROCO.
In the event of an upward variation, SIROCO will do its utmost to satisfy the CUSTOMER’s request in quantities and timeframes compatible with its capacities (in particular production, transport, subcontracting, human and financial capacities).

3.5. Tooling, moulds or specific equipment: when SIROCO is commissioned by the CUSTOMER to produce tooling, it will do so in agreement with the CUSTOMER, in accordance with the requirements of its own manufacturing technique. The cost of making the tools, as well as the costs of replacement or repair after wear and tear, shall be paid to SIROCO independently of the supply of the parts.
SIROCO cannot be held liable for the cost of replacing tools, moulds or specific equipment beyond the supply of the quantities for which it was contractually provided or resulting from normal wear and tear.
In the absence of prior agreement with SIROCO regarding a price increase to cover this risk, the CUSTOMER is obliged either to supply new replacement tooling or to pay for its manufacture or refurbishment by SIROCO.

4. Delivery
Delivery times are indicated in the acknowledgement of receipt of the Order. SIROCO shall use its best endeavours to ensure that delivery times are as short as possible and that the delivery times subsequently announced are adhered to. Non-compliance with delivery times shall not, as a matter of principle, give rise to rejection of the PRODUCTS, cancellation of the sale or payment of damages.
The PRODUCTS are delivered directly to the CLIENT or to a carrier designated by SIROCO or by the CLIENT.
The CUSTOMER may request express delivery, which entails a cost invoiced in addition to the sale price of the PRODUCTS ordered.

4.1 Incidents relating to the delivery of PRODUCTS
In the event of a delay in delivery, SIROCO undertakes to inform the CLIENT immediately upon becoming aware of the delay.
If shipment or delivery is delayed for a reason beyond SIROCO’s control and the Parties agree, the PRODUCT shall be stored and handled at the CLIENT’s expense and risk, at SIROCO’s premises or at any other place SIROCO may decide.
In the event of late payment of the Order by the CLIENT, the delivery period shall be extended accordingly, without prejudice to any other course of action for payment.

4.2. Complaints following delivery of PRODUCTS
SIROCO declines all responsibility for alterations occurring during transport. Any claim concerning loss or damage occurring during transport after delivery of the PRODUCTS will be made by the CUSTOMER to the carrier. Thus, in the event of apparent defects, damage or missing items, the CUSTOMER must sign (with the company stamp) any transport voucher or consignment note with his comments explaining the apparent defects, damage or missing items on the delivery note. car at the time of delivery and inform the carrier by registered letter with acknowledgment of receipt within three (3) days, not including public holidays following receipt of the PRODUCTS and send a copy of this letter by registered letter with acknowledgment of receipt at SIROCO.

5. Price
Prices are stipulated in Euros excluding taxes, and are subject to VAT at the current rate. In the absence of any provision to the contrary, they are understood to be ex-works (Ex Works Incoterms 2020).
In the event of export, the CUSTOMER will send SIROCO all transport-related documents (CMR and EX1) justifying the tax-free sale. Taxes and possible customs clearance costs due on arrival in the CUSTOMER’s country, relating to the Product are the responsibility of the CUSTOMER or SIROCO depending on the Incoterm.
Any modification in customs duties, fiscal taxes or other taxes, taxes or other levies occurring since the date of acceptance of the Order, as well as any new taxes applied since this same date, will be borne by the CUSTOMER from the day of their entry into force.
In cases where the CUSTOMER makes changes to the Order after the conclusion of the Contract having obtained the express agreement of SIROCO, the latter may adjust the price of the PRODUCTS in proportion to the excess costs generated by the modification of the Order and will submit this modification to the client.
In the event of an increase in the costs of materials, raw materials, transport costs, energy between the conclusion of the Contract and the actual delivery of said PRODUCTS, SIROCO may adjust the price of the PRODUCTS accordingly. It will obtain the CUSTOMER’s agreement to this modification, whether or not these price changes were foreseeable at the time of formation of the Contract.
In the event of refusal of the price adjustment proposal, SIROCO reserves the right to cancel the Order in question, taking into account the economic imbalance of the Contract, without financial compensation.

6. Payment terms
Unless otherwise stipulated, invoices are payable by bank check, by direct debit or by bank transfer within 30 days of the end of the month on the 15th. Any possible bank charges are the responsibility of the CUSTOMER.
In the event of a deterioration in the CUSTOMER’s situation noted by a financial institution or attested by a significant late payment or a delay in the return of drafts or when the financial situation differs significantly from the data made available, delivery will only take place ‘in return for immediate payment.

Any invoice not paid on its due date will render due, the day following the payment date appearing on the invoice and without a reminder being necessary, late payment penalties corresponding to three times the legal interest rate as well as compensation for recovery costs in the amount of forty (40) euros. In addition, in the event of non-payment by the due date, SIROCO may claim, as a penalty clause, compensation equal to 10% of the unpaid amount, this compensation not being an obstacle to the granting of damages. This penal clause will be due automatically without formal notice, solely due to non-compliance with the due date by the CUSTOMER.

Failure to pay a single invoice or a single bill when due immediately makes all of SIROCO’s debts to the CUSTOMER immediately and automatically payable, without prior notice, even if they result from the execution of different Contracts. In addition, our company may terminate current Orders by simple registered letter with acknowledgment of receipt.
In addition, SIROCO reserves the right, with or without notice, to suspend or terminate all current Orders from the CUSTOMER, until the latter has paid all amounts due, and to regain possession of the PRODUCTS delivered. but unpaid which are his property.
Under no circumstances can deductions be made from the amount of invoices or debit notes unless SIROCO has been able to verify the reality of the grievance invoked. Penalties as well as any damages owed to the CUSTOMER will be paid subsequently.

7. Reservation of title and transfer of risks on the Products – Ownership and insurance of molds, tools or specific equipment
7.1. SIROCO REMAINS OWNER OF ALL PRODUCTS UNTIL FULL PAYMENT OF THE PRICE, REGARDLESS OF THE DELIVERY DATE OF THE PRODUCTS. SIROCO RESERVES THE RIGHT TO CLAIM ITS PRODUCTS IN THE EVENT OF FAILURE TO PAY ON A SINGLE DUE TIME, THE CUSTOMER UNDERTAKES TO RETURN THEM, ALL EXPENSES AT HIS OWN CHARGE, AT THE FIRST REQUEST.
PRODUCTS DELIVERED AND NOT PAID FOR MAY BE CLAIMED EVEN IN THE EVENT OF JUDICIAL RECOVERY OR LIQUIDATION UNDER THE CONDITIONS OF ARTICLES L.624-16 AND L.624-18 OF THE COMMERCIAL CODE.
IT IS EXPRESSLY AGREED THAT THE GUARANTEE OF RETENTION OF TITLE IS CARRIED OVER TO PRODUCTS STILL IN STOCK. IN THE EVENT OF A DISPUTE OR DISPUTE ON THE PART OF THE CUSTOMER, NO COMPENSATION OF ANY KIND CANNOT CALL INTO CALLANCE THE RESERVATION OF OWNERSHIP CLAUSE.
THIS PROVISION DOES NOT PREVENT THE TRANSFER OF RISKS UPON DELIVERY.
IN THE EVENT OF CESSATION OF PAYMENT AND/OR OPENING OF COLLECTIVE PROCEEDINGS, THE CUSTOMER MUST IMMEDIATELY NOTIFY SIROCO SO THAT AN INVENTORY CAN BE DRAWN UP AND SIROCO CAN CLAIM ITS PRODUCTS OR THEIR PRICE.

7.2. The molds, tools or specific equipment used by SIROCO specifically and solely for the completion of the CUSTOMER’s Orders are the exclusive property of the CUSTOMER only upon full payment.
They are the subject of a tooling agreement.
These various molds, tools or specific equipment are returned to him at his request or at the option of SIROCO in the state in which they remain at that time, subject to full payment of them as well as that of the PRODUCTS. Failing this, SIROCO will be justified in asserting its right of retention.
If they remain in storage, they are kept free of charge for a period of three years from the last delivery, except for maintenance costs which will be indicated to the CUSTOMER. After this period, if the CUSTOMER has not requested their return or if he has not reached an agreement with SIROCO for an extension of their deposit in its principle and terms, the latter is entitled to proceed to their destruction, after formal notice by registered letter which remains without effect within a period of three months, subject to any legal or regulatory obligation to monitor production.

8. Compliance/Guarantee
8.1. Unless otherwise stipulated, Orders are executed in accordance with customary tolerance standards, in current quality and without regard to the specific use for which the CUSTOMER intends them. The CUSTOMER is the sole judge and responsible for the suitability of the PRODUCTS ordered for their final use. SIROCO guarantees the conformity of specific PRODUCTS manufactured to plans, to the samples validated by SIROCO and the CUSTOMER.

8.2. The CUSTOMER benefits from the guarantee against hidden defects under the conditions of articles 1641 et seq. of the Civil Code. In accordance with article 1643 of the Civil Code, if SIROCO was unaware of the defects and the CUSTOMER is a professional of the same specialty, no guarantee for hidden defects can be granted.
The PRODUCTS are guaranteed against any operating defect resulting from a component, a manufacturing or design defect, for use for twenty-four (24) months from the date of delivery, subject to use conformity of the PRODUCT by the CUSTOMER.
The warranty is excluded:
– For all defects and deterioration caused by normal wear or accident or due to an event independent of SIROCO (such as in particular the intervention of a third party or the CUSTOMER, unsuitable storage, lack of supervision, negligence, malicious acts or case of force majeure, poor installation/use, defective maintenance, non-compliance with our instructions and technical recommendations),
– If the defect results from a modification of the PRODUCT by the CUSTOMER and/or a dismantling of the PRODUCT, and
– For incidents occurring after delivery resulting from storage by the CUSTOMER or use not in accordance with the technical recommendations provided by SIROCO and/or downloadable from its website at: www.siroco-hvac.com.
The warranty covers exclusively the replacement of the defective part(s) or with a new product, to the exclusion of any other compensation. Travel and pick-up costs, costs related to the storage of PRODUCTS and assembly/disassembly costs of PRODUCTS are not included in the guarantee.
The Product label includes the serial number, date of manufacture and SIROCO website address.

9. Complaints
No complaints will be accepted, except by registered letter with acknowledgment of receipt sent within twelve (12) months following delivery of the PRODUCT. Any complaint must include details of the use of the PRODUCT, the date of purchase and the location of the defective PRODUCT. Only an assessment of the PRODUCT can establish the defect.
Postage and packaging costs are the responsibility of SIROCO if the PRODUCT is found to be defective. Failing this, they are the responsibility of the CUSTOMER.
No PRODUCT may be returned to SIROCO without the prior agreement of the latter. No return of PRODUCT will be accepted for reasons independent of SIROCO, in particular in the event of an error by the CUSTOMER in the choice of the PRODUCT.

10. Liability
It is the CUSTOMER’s responsibility to ensure that the characteristics of the Order correspond to their needs. Consequently, under no circumstances can SIROCO be held responsible for any inadequacy between the Order and the CUSTOMER’s needs.
SIROCO undertakes to take all care in executing the Order.
Liability is limited only to the repair or replacement of non-compliant PRODUCTS, to the exclusion of any compensation of any nature whatsoever.
SIROCO can only be held liable in the event of proven fault on its part. Except for gross or intentional misconduct, SIROCO can only be held responsible for direct material damage caused by its fault, and/or that of its possible subcontractors during the execution of the Order. The total amount of damages attributable to SIROCO, all penalties combined, being limited to the amount of the Order subject to liability.
In any event, SIROCO will only financially assume the direct consequences of its liability within the limits of the guarantees granted by its insurance company, a certificate of which can be provided to the CUSTOMER upon simple request. Indirect damage, such as operating losses, commercial damage, loss of profit or any claim made by a third party, whatever it may be, against the CUSTOMER, are excluded from any claim for compensation. .
Also, under no circumstances can SIROCO be held liable for damages that the CUSTOMER, through diligent behavior, could reasonably have avoided or limited. The same applies when he has not fulfilled the obligations placed or left to him or in the event of fault, negligence, omission or failure of the CUSTOMER. Finally, SIROCO cannot be held liable in the event of an event presenting the characteristics of force majeure as defined by article 13 “Force majeure” below.
No complaint allows the CUSTOMER to defer payment of invoices when due, nor to refuse total or partial payment of an invoice, in particular by using a debit note.

11. Subcontracting
SIROCO may subcontract all or part of its commitments to one or more subcontractors of its choice.

12. Intellectual property
12.1 – Plans, studies, descriptions
All plans, studies, descriptions, technical documents or quotes provided to the other Party are communicated as part of a loan for use, the purpose of which is the evaluation and discussion of SIROCO’s commercial offer. They will not be used by the other Party for other purposes. SIROCO retains all material and intellectual property rights over the documents loaned. These documents must be returned to SIROCO upon first request. The same applies to studies that the manufacturer proposes to improve the quality or cost price of the parts, through an original modification to the specifications. These modifications accepted by the CUSTOMER cannot result in a transfer of liability against SIROCO.
Any transfer of intellectual property rights or know-how must be the subject of a contract between SIROCO and the CLIENT.

12.2 Intellectual property rights and know-how
All intellectual property rights as well as the know-how incorporated in the documents transmitted by SIROCO and in the PRODUCTS delivered remain the exclusive property of SIROCO.
Any transfer of intellectual property rights or know-how must be the subject of a contract with SIROCO.
SIROCO reserves the right to use its know-how and the results of its own research and development work. The CLIENT cannot have patents, models or know-how owned by SIROCO for itself; nor disclose without having expressly acquired ownership, co-ownership or any right of exploitation.

12.3. Guarantee clause in the event of counterfeiting
The CUSTOMER guarantees that at the time of conclusion of the Contract, the content of the plans and the specifications and their implementation conditions communicated to SIROCO do not use the intellectual property rights or know-how held by a third party. He guarantees that he can dispose of it freely without contravening any contractual or legal obligation. The CUSTOMER guarantees SIROCO against the direct or indirect consequences of any action in civil or criminal liability resulting in particular from an action for counterfeiting or unfair competition.

13. Confidentiality
SIROCO and the CLIENT undertake, both, to preserve the strictly confidential nature of all information and documents communicated by SIROCO to its CUSTOMERS obtained or exchanged within the framework of the Contract and its execution throughout the duration of the Contract and the seven (7) years following its expiration, for whatever reason. In particular, the CUSTOMER undertakes not to communicate them, in whole or in part, to third parties, without the prior written authorization of SIROCO or to use them for purposes other than those for which they were given to him.
The CUSTOMER undertakes to:
– not use all or part of said information for purposes or for an activity other than the execution of the Contract;
– not make a copy or imitation of all or part of the said information.
The CUSTOMER undertakes to take all necessary measures to ensure compliance with this obligation of confidentiality, throughout the duration of the Contract and even after its expiry, and guarantees compliance with this obligation by all of its employees. collaborators.
This obligation is an obligation of result.
The CUSTOMER authorizes, unless prohibited in writing, SIROCO to exhibit at any event such as fairs, exhibitions, exhibitions and in its advertising and commercial documents, certain pieces that it produces.
In the event of non-compliance with any of these commitments, the CUSTOMER will be liable for the lump sum of 100,000 euros without prejudice to any damages.

14. Force majeure
The Parties cannot be held responsible if the non-performance or delay in the performance of any of their contractual obligations results from an event presenting the characteristics of force majeure as defined by article 1218 of the Civil Code and French jurisprudence.
The Party victim of the force majeure event will notify the other Party by any written means, at the latest within three (3) calendar days following its occurrence. The execution of its obligations, and in particular the execution of Orders by SIROCO within the deadlines initially planned, will be suspended on condition of justifying to the other Party that it is impossible to execute its obligations.
If the impediment exceeds a duration of more than one (1) month, the Contract will be terminated automatically and the Parties will be released from their obligations, without compensation.

15. Protection of personal data
SIROCO and the CLIENT undertake, as data controllers for their respective activities, to respect all of their obligations under the regulations regarding personal data, in particular European Regulation No. 2016 -679, and the “Informatics and Freedoms” Law in its new version.

16. Termination
In the event of non-compliance by one of the Parties with one of its obligations under the General Conditions of Sale, including the CUSTOMER’s failure to pay, as well as in the event of action by a Party which could damage the reputation and/or to the brand image of the other Party, failure of the defaulting Party to have remedied the breach within thirty (30) days following the sending of a formal notice by registered letter with acknowledgment of receipt and notifying the breaches and addressed by the other Party, the latter may claim the termination of all or part of the current Order subject to any damages and interest to which it could claim if applicable.

17. Entire Contract
The Contract expresses the entirety of the obligations of the Parties, to the exclusion of all other documents, contracts or exchanges of letters prior to the signing of the General Terms and Conditions.

18. Change in the client’s situation
In the event of sale, transfer, pledging or contribution to a company of its business assets, or of a significant part of its assets or equipment by the CUSTOMER, SIROCO reserves the right and without obligation remains :
– to pronounce the forfeiture of the term and consequently the immediate payment of the sums still due for any reason whatsoever
– to suspend any shipment
– to note, on the one hand, the termination of all current contracts and, on the other hand, to retain the deposits received, tools and parts held, until the possible compensation has been determined.

19. Attribution of jurisdiction and applicable law
ONLY FRENCH LAW IS APPLICABLE WITH EXCLUSION OF THE VIENNA CONVENTION ON THE INTERNATIONAL SALE OF GOODS OF APRIL 11, 1980.
IN THE FAILURE OF AMICABLE RESOLUTION, ANY DISPUTE, DISPUTE OR DIFFICULTY OF ANY NATURE OCCURRING IN THE CONTEXT OF THE RELATIONS BETWEEN THE SELLER AND THE CUSTOMER IN PARTICULAR THOSE RELATING TO THE CGV, CONTRACT OR ANY CONTRACTUAL DOCUMENT CONCERNING IN PARTICULAR THE FORMATION, CONCLUSION, VALIDITY, INTERPRETATION, EXECUTION, NON-EXECUTION, TERMINATION, RESOLUTION OR CESSATION FOR ANY CAUSE WHATSOEVER WILL BE DEFINITELY AND EXCLUSIVELY DECIDED BY THE COMMERCIAL TRIBUNAL OF LYON, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR CALL FOR GUARANTEE, EVEN FOR EMERGENCY PROCEDURES OR PRESERVATIVE PROCEDURES OR IN REFERENCE OR BY REQUEST.