IL DISTRIBUTION - WINTER
GENERAL CONDITIONS OF SALE
The general terms and conditions of sale described below detail the rights and obligations of IL DISTRIBUTION (the seller) and its customer in connection with the sale of goods. The goods may also be referred to interchangeably as products, goods, or materials in these terms and conditions.
Article 1: Quotation
Unless otherwise stated, a quote issued by IL DISTRIBUTION is valid for 30 (thirty) days. After this period, the information, prices, and commercial terms will no longer be valid. To validate a quote, the client must return it electronically or by mail, marked "read and approved" and/or "accepted," and date and sign it. This statement may also be included in an email or letter. Acceptance of a quote, which triggers an order, constitutes unreserved acceptance of all the general terms and conditions of sale (GTC).
Article 2: Order
Validation of the quote will automatically generate the order. An order may also result from the customer's acceptance of a pro forma invoice, which will have the same consequences as quote validation and the application of these General Terms and Conditions. All orders must comply with the minimum quantities or amounts set by IL DISTRIBUTION. Unless otherwise stipulated, no offer or quote will be considered a fixed price. An order will only be final after its acceptance by IL DISTRIBUTION and after receipt of payment as stipulated in Article 5. Any additional charges (for example, a request for express delivery), any order for parts or supplies will be invoiced separately if they are the subject of an additional request (for example, not included in the order) or a specific request from the customer (for example, a request for equipment assembly). All orders are firm and non-refundable. However, in the event of a request for modification or cancellation of an order made by the customer within 24 hours of it being made, IL DISTRIBUTION undertakes to make its best efforts to try to satisfy the customer, without the customer being able to be guaranteed the said modification or cancellation requested, and without the customer being able to claim any compensation.
Article 3: Delivery – Deadlines
Shipping costs are the responsibility of the customer and are in addition to the order amount. IL DISTRIBUTION provides customers with an estimated manufacturing lead time. IL DISTRIBUTION does not guarantee delivery times. Therefore, any delay in delivery will not entitle the customer to cancel the order or receive compensation. The customer assumes all risk of transport. Thus, the goods travel at the customer's risk and peril, notwithstanding the retention of title clause (Article 7). In the event of missing or damaged goods, the customer must note all necessary reservations on the delivery slip upon receipt of the goods. These reservations must be confirmed in writing within three days of delivery by registered letter with acknowledgment of receipt, including all relevant supporting documents, addressed to the carrier with a copy sent by registered letter with acknowledgment of receipt to IL DISTRIBUTION. After this period, no claims will be accepted, and the goods will be deemed accepted by the customer. If, upon delivery, it is found that goods are missing or defective, the customer, having complied with the above conditions, will only be entitled to a replacement of the defective goods. Any claim made by the customer does not suspend payment for the goods as stipulated in Article 6 herein. If the customer refuses delivery of the goods, IL DISTRIBUTION may either demand continued performance of the sales contract or consider the sale terminated, and any payments already made will remain with IL DISTRIBUTION. In the event of a transport shortage, the customer will be responsible for arranging for the goods to be collected.
Article 4: Warranty against hidden defects
IL DISTRIBUTION will take the utmost care in ensuring product quality and order fulfillment. Adherence to assembly, installation, and maintenance instructions is mandatory. IL DISTRIBUTION accepts no liability for failure to comply with basic operating rules and technical recommendations (purging, winterizing, descaling, oil level, etc.). In the event of latent defects acknowledged by IL DISTRIBUTION, its obligation will be limited to replacing or issuing a credit note for the defective quantities, excluding any other compensation. This warranty against latent defects applies only to goods that have legally become the property of the customer. Any return, with postage prepaid and in the original packaging, must be subject to a formal, prior written agreement between IL DISTRIBUTION and the customer. Otherwise, any returned product will not be eligible for replacement or repair. Excluded from the warranty are defects resulting from storage, handling, transport or use under abnormal conditions or conditions not in accordance with the nature, specifications, or suitability for use of the product.
Article 5: Price
Our prices are quoted in euros (€) and are based on goods collected from our workshop. Our prices are fixed for accepted orders. However, if the customer requests delivery of their order after the expiry date of the price indicated on the order, IL DISTRIBUTION reserves the right to apply the prices in effect on the day of delivery. Prices may be increased in the event of force majeure related to a rise in the cost of raw materials necessary for manufacturing the goods. In this case, the price increase for the order will be proportional to the increase in the cost of raw materials.
Article 6: Payment, Deposit and Invoicing
Unless otherwise stated on the quote or pro forma invoice, 50% of the total amount including VAT must be paid upon ordering, with the balance due upon delivery of the goods. Failure to comply with the terms and conditions set forth herein will render all outstanding debts immediately payable. By accepting these terms and conditions, the customer authorizes IL DISTRIBUTION to present a bank draft on the agreed due date, which the customer agrees to accept. Payment is nevertheless constituted by the actual receipt of the funds on the agreed due date. Payments must be made for the total amount including VAT shown on the invoice, including shipping costs, customs duties, or any other applicable taxes. In the event of a payment default, IL DISTRIBUTION may require the sale to be completed on a payment basis appropriate to the situation. In the event of late or non-payment by the invoice date, IL DISTRIBUTION reserves the right to cancel all pending orders without prejudice or to proceed with the sale, subject to all necessary consequences as outlined in these Terms and Conditions. Failure to pay by the due date will result in the immediate payment of all outstanding amounts (including those not yet due), as well as the following:
- late payment penalties, the annual rate of which is set in Article L441-10 II of the Commercial Code and which are automatically due,
- a fixed compensation of €40 for recovery costs plus additional compensation if the recovery costs are higher.
All customers outside of mainland France, including Corsica, pay for their order in full by advance bank transfer without discount.
Article 7: Retention of Title
IL DISTRIBUTION retains ownership of the goods sold until full payment of the price, including principal, costs, and any related charges, which the customer acknowledges and accepts. If the outstanding balance is not paid by the due date, IL DISTRIBUTION may, as of right, repossess or reclaim its goods at the customer's expense, risk, and peril. Any deposit paid by the customer will be retained by IL DISTRIBUTION as liquidated damages, without prejudice to any other legal action it may take against the customer. Throughout the retention of title period, the customer must insure the unpaid goods against any damage that may occur to them until full transfer of ownership. The customer may not resell the delivered goods before full payment of the price. Similarly, the customer may not grant any security interest in the goods in any way whatsoever and will immediately inform IL DISTRIBUTION in the event of seizure. If the customer is subject to receivership or liquidation proceedings, IL DISTRIBUTION reserves the right to reclaim goods sold and remaining unpaid.
Article 8: Force majeure
Events beyond the control of the parties are considered force majeure (such as strikes, fires, floods, storms, conflicts, production stoppages due to manufacturer failures, unforeseen breakdowns, epidemics, administrative decisions, etc.). In the event of force majeure, except in the case of an increase in the cost of raw materials, IL DISTRIBUTION will notify the customer and the contract will be automatically suspended without compensation. If the event lasts more than 30 days from the date it occurred, and failing an amicable solution, the contract may be terminated by the most diligent party by any means and will not give rise to any compensation.
Article 9: Termination Clause
Failure by the customer to fulfill any of its obligations shall, at the seller's discretion, entitle the seller to the immediate return of all delivered products at the customer's expense. In this case, IL DISTRIBUTION shall receive compensation from the customer in the amount of three thousand euros (€3,000) as a penalty clause, without prejudice to any additional damages it may claim.
Article 10: Intellectual Property Rights
The information and data contained in any document or information medium provided by IL DISTRIBUTION under the sales contract shall remain its exclusive property or that of its manufacturing partners, as well as all industrial property rights (including, but not limited to, patents, trademarks, designs) associated therewith.
No right, title, or interest in or relating to the names, trademarks, trade secrets, patents, patent applications, expert opinions, or other intellectual property rights relating to the products is transferred to the Customer by these General Terms and Conditions of Sale. The same applies to technical studies carried out by IL DISTRIBUTION at the Customer's request, which remain the property of the seller. Likewise, no license is granted to the Customer, directly or indirectly, for any patent, trade secret, or other intellectual property right. The Customer shall not use the information provided by IL DISTRIBUTION for any purpose other than that stipulated in the sales contract, as applicable, for the installation, operation, and/or maintenance of the Products. IL DISTRIBUTION reserves the right to object to, terminate, or seek redress for any use it deems unfair, constituting an act of unfair competition, or detrimental to its image or that of its manufacturing partners. The Client is prohibited from reproducing or having reproduced, in whole or in part, the designs and models, technical studies or any other industrial property rights and/or from transmitting to third parties any information of any kind whatsoever allowing the total or partial reproduction of these rights.
Article 11: GDPR
IL DISTRIBUTION is committed to protecting and ensuring the security and confidentiality of its customers' personal data in accordance with the GDPR, in particular by taking all necessary precautions to prevent this data from being distorted, damaged, or accessed by unauthorized third parties. Specifically, the customer's personal data may be transmitted to contractual partners who, as data processors under the GDPR, are directly involved in and contribute to order management and for whom access to the personal data provided by the customer when creating and using their account (name, postal address, telephone number, email address) is absolutely necessary. In accordance with the GDPR, the customer has the right to access, rectify, and object to the processing of their personal data. To exercise one or more of these data protection rights, the customer must send a request by email to info@idrobase-france.fr, indicating their surname, first name, email address, and customer reference number. IL DISTIBUTION's GDPR policy can be found on its website: www.brumalis.fr
Article 12: Applicable Law and Jurisdiction
Sales contracts concluded with IL DISTRIBUTION are governed by French law. Any dispute between IL DISTRIBUTION and the customer falls under the jurisdiction of the Commercial Court of Tarbes or the Judicial Court of Tarbes, as applicable. It is specified that in the event of any conflict between these General Terms and Conditions of Sale and any other contractual document binding IL DISTRIBUTION and the customer, the provisions contained in these General Terms and Conditions of Sale shall prevail over any other contrary stipulation, which the customer acknowledges.