GENERAL TERMS AND CONDITIONS – DECOCLIM – 2024

ARTICLE 1. - PURPOSE AND SCOPE

The present General Terms and Conditions (T&Cs) of the company DECOCLIM SARL with capital of 800.000 €, registered with the RCS of FREJUS under number 790 646 988, with registered office located 21 BOULEVARD ANTOINE DE SAINT EXUPERY «la Nartelle», 83120 SAINTE-MAXIME, and its secondary establishment at 115 bis chemin des Valettes, 83490, LE MUY, intra-community VAT number FR73790646988 («DECOCLIM»), are applicable to any order from wholesalers, retailers and Business to Business in general.

ARTICLE 2. - CONTRACT

2.1 DECOCLIM offers are valid for a period of THIRTY (30) days from their issuance.

2.2 For orders placed via the DECOCLIM website, the creation of a professional account is mandatory. The professional account is validated by DECOCLIM after verification. In accordance with article 1127-3 of the Civil Code, the Parties expressly agree to derogate from the relevant provisions of the Code relating to the electronic conclusion of contracts.

2.3 Any order placement implies full acceptancece of the Customer to the T&Cs which prevail over any contrary stipulations that may appear on the Customer’s purchase orders and/ or any general conditions of purchase, except special conditions expressly accepted by DECOCLIM and the Customer (the «Parties»).

2.4 DECOCLIM reserves the right to demand any financial guarantee and/or information necessary from the Customer before the confirmation and/or execution of the order: the order is then suspended until the communication of the requested elements.

2.5 Any order is subject to the express written acceptance of DECOCLIM, which verifies that it can execute the order in accordance with the Customer’s request, in particular with regard to the Products in stock. Otherwise, DECOCLIM may issue a counter-offer.

2.6 The contract is formed according to the pure and simple confirmation by DECOCLIM of the Customer’s order, and consists of the order confirmation and the T&Cs (the «Contract»). As soon as the Contract is formed, the sale becomes final, firm and nonrevisable and can no longer be cancelled.

ARTICLE 3. - PRICE - PAYMENT

3.1 Prices are set according to the rates in force on the day of the offer, DECOCLIM reserves the right to modify them at any time, subject to the Contracts and current offers. They are net, excluding taxes («HT») and in euros. They do not include, unless otherwise stipulated, the cost of transport as well as any fees, taxes or duties of any kind, which will be specified on each offer and order confirmation.

3.2 Prices are set according to the rates in force on the day of the offer, DECOCLIM reserves the right to modify them at any time, subject to orders and offers in progress.

3.3 Unless otherwise expressly accepted by DECOCLIM, the Products are payable, by credit card, Paypal or transfer in full when ordering. DECOCLIM does not grant any discount in case of advance payment.

3.4 In the event of late payment, a late payment penalty equal to THREE (3) times the legal interest rate, calculated pro rata temporis, will be payable by operation of law, as well as a flat-rate indemnity of FORTY (40) euros of recovery costs, without prejudice to additional compensation based on supporting documents.

3.5 Failure to pay any of the due dates, without prior notice and without prejudice to any other right and action shall result in: (i)suspension of all outstanding contracts, and/or (ii)the forfeiture of the term and the immediate payable of all outstanding invoices, and (iii) in default of payment following a formal notice to pay the unpaid due date within THIRTY (30) days, the termination of the contractual relationship with DECOCLIM, upon notification of DECOCLIM to the Customer.

3.6 In the event of late payment exceeding EIGHT (8) days, non-payment and/or in the event of financial difficulties of the Customer, DECOCLIM reserves the right to demand cash payment of the order on the day of the order confirmation if special conditions have been granted to the Customer.

3.7 Under no circumstances may payments be suspended or set off without the prior written consent of DECOCLIM. Any partial payment will be charged first on the nonprivileged part of the debt, then on the sums whose due date is older.

3.8 The prices are automatically revisable between the offer/ quotation issued by DECOCLIM (or, failing that, the Order Confirmation) and the delivery of, at any time and without formality, in case of variation of more than TEN PERCENT (10%) costs affecting the Products delivered by DECOCLIM, up or down (including the costs of raw materials, supplies, and/or transport), due to the said variation in costs.

ARTICLE 4. - DELIVERY

4.1 The Products travel at the Customer’s own risk. In any event, it is up to the Customer to take out the appropriate insurance, and, in the event of damage or missing, to make all necessary observations and confirm its reservations by registered letter with acknowledgement of receipt to the carrier within THREE (3) days, excluding holidays, following receipt of the Products. A copy of the findings and reservations must be communicated to DECOCLIM as soon as possible.

Otherwise, the delivery of the Products is deemed to have been made in accordance with the order (delivery, quantity and quality of the Products in accordance with the order).

4.2 In case of impediment or opposition to the delivery in accordance with the Contract of the Products, the risks of loss and deterioration of the Products shall pass to the Customer upon notification of DECOCLIM’s ability to deliver them. Without prejudice to any other right to compensation, the storage costs shall be automatically invoiced to the Customer and the Products shall be invoiced at the contractually stipulated deadline.

4.3 Unless otherwise stated in the order confirmation, the Products are delivered within a period of FIVE (5) to TEN (10) working days from the order confirmation, subject to the fulfilment of its obligations by the Customer.

4.4 Delivery times are indicative only and may vary depending on production and supply constraints.

4.5 Any logistic penalty, and/or for late delivery, delivery in advance, service rate, breakage rate, or any other penalty is expressly excluded, and can under no circumstances be claimed by the Customer to DECOCLIM, nor be offset and/or debited and/or invoiced ex officio on the sale price of the Products. In the event of damage demonstrated by the Customer due to a failure to deliver the Products, the Parties will meet to agree, on a case-by-case basis and by mutual agreement, the measures to be taken.

4.6 The Customer may not refuse partial delivery of the Products without a just reason.

ARTICLE 5. - RESERVE OF OWNERSHIP

5.1 DECOCLIM KEEPS OWNERSHIP OF THE PRODUCTS UNTIL FULL PAYMENT OF THE PRICE BY THE CUSTOMER, IN PRINCIPAL AND ACCESSORY, IT BEING SPECIFIED THAT DOES NOT CONSTITUTE PAYMENT WITHIN THE MEANING OF THIS CLAUSE THE DELIVERY OF A TITLE CREATING AN OBLIGATION TO PAY (BILLS OF EXCHANGE OR OTHER).FAILURE TO PAY ANY OF THE INSTALMENTS MAY RESULT IN THE PRODUCTS OR THEIR PRICE RECLAMATION AND IN THE CONTRACT CANCELLATION. IN CASE OF SEIZURE OR ANY OTHER INTERVENTION OF A THIRD PARTY, THE CUSTOMER IS OBLIGED TO IMMEDIATELY INFORM DECOCLIM.

5.2 The Customer may resell the Products within the daily business being expressly stipulated that the Customer automatically assigns to DECOCLIM all claims arising for its benefit from the resale to the third-party purchaser. The Products in the Customer’s possession shall at all times be presumed to be those still unpaid; DECOCLIM can take them back at any time in payment and compensation of the invoices remained unpaid. The Customer will inform DECOCLIM of any intervention or claim by a third party likely to infringe its rights on the Products, so that DECOCLIM can oppose it and take any precautionary measure for the preservation of its rights.

ARTICLE 6. - RESELLING OF PRODUCTS

The Products meet high-end quality criteria to ensure that they meet the highest standards of production and marketing, thanks to the technical and commercial efforts of DECOCLIM, its suppliers and distributors, what the Client acknowledges.

For the distribution of the Products, DECOCLIM wishes, in order to maintain this brand image:

•  Preserve the quality of the Products and their brand image, in particular by an adapted presentation, not damaging their reputation, and providing any information necessary for their proper use,
• Discourage the sale of counterfeit products and parasitism,
• Ensure a high level of sales and after-sales services, meeting the best quality standards, in particular by using trained and competent staff, in contact with customers, and responding to their requests,
• Ensure that sellers maintain a direct relationship with customers, in particular to ensure the proper use of the Products.

Therefore, technical skills and quality standards to provide qualified services, including advice to customers, and a presentation of the Products, consistent with their brand image are necessary.

However, the Customer may be required to resell the Products to third parties: he undertakes in this respect to make his best efforts to preserve and maintain the quality of the Products, their conditions of sale and the services associated with them, as well as the brand image associated with the Products.

Consequently, the Customer is not allowed to resell the Products (with the exception of DECOCLIM spare parts) on any "marketplace" (defined as an online marketplace connecting merchants and potential customers in order to facilitate the conclusion of sales contracts, a third-party online intermediation platform), whatever it may be, and by whatever means, directly and/or indirectly, in its own name or through any intermediary, throughout the territory of the European Union.

The Customer undertakes to ensure that its own customers respect the ban on the resale of Products on marketplaces, and guarantees DECOCLIM against any resale of Products on marketplaces by its own customers.In this regard, the Customer undertakes to work with DECOCLIM to stop such sales on marketplaces, if DECOCLIM identifies third-party resellers who sell the Products via marketplaces.

Failure to comply with this prohibition is sanctioned by (i) the suspension or, at DECOCLIM’s option, the automatic termination by DECOCLIM of the contractual relations with the Customer, on notification, THIRTY (30) days after a formal notice to comply with the said prohibition remained unsuccessful, and/or, at the option of DECOCLIM (ii) the payment, by the Client to DECOCLIM, of an indemnity equal to FIFTY THOUSAND EUROS (€ 50,000.00), payable automatically, as a penalty clause.

As an exception to this prohibition on the resale of the Products on any marketplace, the resale of the Products is authorized on a marketplace with technical support and quality standards enabling themto provide qualified services, including advice to customers, and a presentation of the Products in line with their brand image, in particular by complying with the following imperative conditions:

• The marketplace shall be specialized, as a main or accessory, in the marketing of climate comfort products (heating/ air conditioning);
• The marketplace shall have, internally, specifically trained and technically competent personnel in climate comfort, and enabling it to provide customers with a qualified commercial and technical service for the Products, including advice (technical information on the Products, assistance with choice, specific requests).

It is specified that the Customer remains free, in any case, to resell the Products by any other means, online and offline, without restriction, and in particular via its own merchant website, or by third-party resellers (excluding marketplace), in compliance with the quality criteria detailed above.

ARTICLE 7. - GUARANTEE

7.1DECOCLIM guarantees the Customer that the Products comply with the Contract in accordance with the mandatory legal and regulatory provisions in force, in particular against hidden defects affecting the Products.

7.2The Customer must provide any written justification as to the reality of the alleged defects and specify the order number, at the latest FIVE (5) days after the appearance of the defect, any verification or analysis carried out at its expense and to be carried out immediately after receipt of the Products.

7.3 The prior written agreement of DECOCLIM is necessary for any return of Product. Otherwise, any Product returned without this agreement will be made available to the Customer at its expense and risk, and will not give rise to the issuance of a credit note. The Customer shall bear the costs and risks of transport and/or storage of the return of the Products. In the event that DECOCLIM finds a defect or non-conformity of the Products delivered, the Customer may obtain in priority the replacement of the Products, their repair, a price reduction proportionate to the defect or the refund of the Products’ price.

7.4 No claim may be made for minor differences from the specifications of the order if they are reasonably acceptable to the Customer. DECOCLIM shall not be liable in cases where the damage results from (i)improper storage, use and/or transport of the Products by the Customer, (ii) modification of the Products by the Customer, or (iii) normal wear and tear of the Products. The Customer is solely responsible for the choice of the Products, the prior verification of the compatibility of the Products ordered for the use for which it is intended and their compliance with the specific standards required for their use.

7.5 The Customer is solely responsible for the selection of the Products, the prior verification (i) of the compatibility of the Products ordered for the use for which they are intended and (ii) of their compliance with the specific standards required for their use. It must send DECOCLIM any information necessary for the conformity of the Products for the specific use for which they would be intended. Consequently, DECOCLIM cannot be held liable if the Product has not been used by the Customer in accordance with its destination and/ or if the Product purchased does not meet the standards required for its use that would not have been communicated to DECOCLIM before the order, and/or in case of design defect and/or deterioration and/or accident, due to the Customer, of the Products manufactured.

7.6.1 Subject to mandatory legal or regulatory statutory provisions, the amount of compensation or damages due by DECOCLIM under the Contract may not exceed the price of the Products in question.

7.6.2 All liability for consequential or indirect damages, loss of profit, loss of turnover, loss of opportunity or damage to the brand image is expressly excluded.

ARTICLE 8. - FORCE MAJEURE

The Contract automatically ends in the event of the occurrence of a case of force majeure within the meaning of article 1218 of the Civil Code, in particular such as fire, riot, flood, epidemic, attack, damage to equipment, a war, a strike (total or partial) in the factories or at the suppliers, subcontractors and transporters of DECOCLIM, by sending a registered letter with acknowledgement of receipt by one of the Parties to the other as soon as possible, without compensation due on both sides, if the event of force majeure continues beyond a period of NINETY (90) days, during which the execution of orders is suspended.

ARTICLE 9. - INTELLECTUAL PROPERTY - COMMERCIAL REFERENCE

9.1DECOCLIM is and remains the sole owner of its intellectual property rights. Unless otherwise expressly agreed by DECOCLIM, the sale of the Products does not confer any right to the Customer on the intellectual property rights of DECOCLIM, which is and remains the holder of all its intellectual property rights, and in particular on the content of its website «decoclim.fr» (in particular images and illustrations), on the brand and logo DECOCLIM, on the Products and on the domain name associated with the Site, which the Customer acknowledges and undertakes to respect.

9.2The Customer is authorized to use the images and photos of the Products on the commercial documents and on its website to promote their resale. This right is personal and is limited to promoting the resale of the Products. The Customer agrees to credit DECOCLIM when using images of illustrations and photos of the Products. The Customer shall refrain from any infringement and/or denigration of DECOCLIM, the Products and/or the intellectual property rights of DECOCLIM.

9.3Each Party is authorized to use the name of the other Party and any distinctive sign relating thereto for commercial reference purposes and on any type of document (advertising, commercial, administrative) and on its website.

ARTICLE 10. - CONFIDENTIALITY - PERSONAL DATA

10.1Each Party expressly undertakes, during the term of the Agreement and for TWO (2) years following its termination for any reason whatsoever, to ensure the confidentiality of all documents and information received from the other Party, of whatever form and nature and whatever the format of communication (oral or written) (the « Confidential Information»), according to the best professional standards in force, and, accordingly, shall not disclose it to any third party without the other Party’s authorization.

Upon termination of the Agreement, each Party shall return to the other the Confidential Information concerning it and destroy the copies in its possession.

It is expressly agreed that the identity and contact details of DECOCLIM’s suppliers and subcontractors are business secrets that remain, as such, confidential and may under no circumstances be communicated to the Client.

In the event of an audit of its suppliers and subcontractors accepted by DECOCLIM, only an independent third party guaranteeing the confidentiality of their identity and contact details may carry out such an audit, at the Customer’s expense.

The samples and/or prototypes sent to the Customer are covered by strict confidentiality, and therefore cannot be communicated to any third party without the prior written consent of DECOCLIM.

10.2 Each Party undertakes to comply with the legal and regulatory provisions in force applicable to the protection of personal data concerning the other Party (including the natural persons concerned of the other Party). As such, each of the Parties specifies that the purpose of the processing is the performance of the Agreement, for its duration as well as that of the guarantee and limitation periods. Each of the Parties undertakes to take measures to ensure the confidentiality, integrity and security of the data collected, which will not, under any circumstances, be transferred to any third party that does not provide the same guarantees. Each Party recalls that the other Party (including the natural persons concerned of the other Party) has a right of access, rectification, portability, the deletion and erasure of its personal data and the minimization of the processing and opposition for legitimate reasons to the processing, as well as the right to define post-mortem directives, which may be exercised, for DECOCLIM, at the address shown inhead of the GTC, as well as the right to file a complaint with the competent personal data protection authority (in France, the CNIL).

ARTICLE 11. - EXPANDED PRODUCER RESPONSIBILITY (“REP”)

The unique identification number attests fo the registration in the register of producers of the DIY and garden products sector in application of articles L. 541-10 and following of the Environmental Code. It has been awarded by ADEME to DECOCLIM, and attests of its compliance with its obligation to register producers in the said sector, and the completion of its marketing declarations with the organization ECOMAISON.

The unique identifier of DECOCLIM is: IDU DECOCLIM FR360231_14QTZP.

ARTICLE 12. - JURISDICTION AND APPLICABLE LAW

12.1THE CONTRACT IS DEEMED TO HAVE BEEN EXECUTED AT DECOCLIM’S REGISTERED OFFICE.

12.2 THE TERMS AND CONDITIONS AND THE CONTRACT ARE GOVERNED BY FRENCH LAW, TO THE EXCLUSION OF ANY CONFLICT OF LAW THAT WOULD IMPLY THE APPLICATION OF ANOTHER RIGHT. THE UNITED NATIONS CONVENTION OF 11 APRIL 1980 (VIENNA CONVENTION) IS INAPPLICABLE.

12.3A DEFAULT OF AMICABLE SETTLEMENT WITHIN THIRTY (30) DAYS OF ITS OCCURRENCE, ANY DIFFERENCE IN THE CONTRACT BETWEEN THE PARTIES SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE JURISDICTIONS COMPETENT IN THE JURISDICTION OF THE HEAD OFFICE OF DECOCLIM, WHERE THE LAW PERMITS.