General Terms and Conditions of Sale - Edilians Tech

(Applicable from 1 January 2026)

 

 

EDILIANS TECH S.A.S. (hereinafter the "Seller") is a company specialising in the manufacture and sale of various products and accessories, including building components and photovoltaic products, intended in particular for construction industry retailers and professionals (hereinafter the "Product(s)"). These general terms and conditions of sale (hereinafter the "GTC") govern the commercial relationship between professional customers (hereinafter the "Buyer(s)") and the Seller and apply to all sales of the Seller's products subject to any of the Buyer's special terms and conditions that are accepted in advance and in writing by the Seller. 

The absence of prior negotiations around the aforementioned GTC when a Buyer places an order implies full acceptance of these conditions, which the Buyer declares to have read in advance.

In the event that the Buyer is a buying group, it is deemed to have entered into the contract in the name and on behalf of its members, who remain, without exception, bound by these conditions under the same terms as the buying group itself. 

These GTC may be revised at any time by the Seller on provision of written notice. The date the Buyer receives these new GTC is deemed to be the date they come into force. The new GTC shall not apply to previous orders which remain governed by the previous version of the GTC.

 

ARTICLE 1: ORDERS

 

All orders, modifications or cancellations of orders by the Buyer must be placed in writing and are subject to the Seller's written acceptance. 

Orders will be the subject of an order acknowledgement from the Seller, which shall be binding between the Parties. If the order acknowledgement differs from the estimate previously sent by the Seller, in particular further to a change in the Buyer’s request or a price change after the estimate’s validity period, the order acknowledgement must be signed by the Buyer.  

Any order modification requested by the Buyer will only be taken into account if received by the Seller in writing before any performance or dispatch of the order, and if it has given rise to a new order acknowledgement.

Any cancellation of an order must be agreed in writing by the Seller. In the event of cancellation of an order by the Buyer, the Seller reserves the right to invoice the Buyer in full for the order, or any damages incurred as a result of such cancellation. If the cancellation of the order is requested by the Buyer after it has been dispatched, the cancellation will not be taken into account by the Seller and the order may not be returned. 

 

No returns or exchanges will be accepted on any special orders (specific products, out-of-catalogue products or custom-made products) or delivered orders.

 

The sale shall be deemed complete and shall take effect on the date of the order confirmation. Acceptance of the order by the Seller may also result from the dispatch of the Products and/or the sending of the invoice by the Seller.

 

However, if the Seller has knowledge of the Buyer's financial difficulties, it reserves the right to make acceptance of the order subject to cash payment, including before the Products are delivered or picked up, or to the presentation of demand guarantees from its bank. Failing this, the order may be refused or cancelled without the Buyer being entitled to claim any compensation whatsoever. 

 

In addition to the costs resulting from a late modification or cancellation of an order, the Seller reserves the right to pass on and invoice to the Buyer all costs not foreseeable at the time of acceptance of the order, in particular all additional unforeseeable costs resulting from late delivery or collection on the part of the Buyer, i.e. eight days from the date of delivery or availability specified on the order acknowledgement or agreed in writing between the Seller and the Buyer. 

 

Furthermore, the Seller's price lists, catalogues or advertising materials do not constitute an offer and the Seller reserves the right to withdraw a Product or modify its characteristics without notice. The updated characteristics of the Seller's Products are available to the Buyer on the website or on request from the Seller; the latter is at the Buyer's disposal to confirm their choice. 

 

The Seller reserves the right to refuse any order when the quantities ordered need to be delivered at intervals over the year. Similarly, when the quantities ordered by the Buyer differ significantly from the Buyer's order history, presupposing bad faith with regard to the economic context (shortage of Products, price increase announced in advance, etc.), the Seller will have the option of not accepting the said order; this is because the Seller must be in a position to supply Products to all its customers.

 

In the event of a delay in filling an order that is caused by the Buyer, the Seller shall be entitled to cancel all or part of the order, seven (7) days after formal notice has remained without effect, without prejudice to any damages that the Seller may claim to the Buyer. 

ARTICLE 2: ESTIMATES AND PRICES

 

Unless otherwise stipulated, any estimate issued by the Seller shall be valid for a period of eight (8) days from the date of issue and subject to availability of the goods.

Unless agreed otherwise, the Products are sold at the applicable list price at the time of placing the order subject to delivery within one (1) month.

 

Our prices are net, exclusive of tax and eco-contribution, ex-works, including packaging, unless otherwise stipulated.

The prices shown in the current catalogues, flyers or price lists are given purely for information and may be revised by the Seller without notice in light of changes in economic conditions, particularly in the event of significant variations in the price of raw materials or other economic factors.

Prices are stated exclusive of tax and Extended Producer Responsibility (EPR) or eco-contribution. Price reductions (discounts and rebates) may be granted in the form of special terms and conditions of sale, in particular by means of one-off agreements. Price reductions apply to turnover actually paid in full by the Buyer during the calendar year, excluding tax, EPR, eco-contribution and transport.

 

Price offers and order acknowledgements provide for a single delivery. Where delivery is split at the Buyer’s request, additional transport costs will be charged.

However, when the Buyer's order has special features, in particular as regards transportation, the Seller reserves the right to bill the Buyer, who accepts this, for any additional costs that could not be foreseen when the request was made.

 

The Seller, in its capacity as a marketer of construction products and materials, as well as photovoltaic products, is subject to Extended Producer Responsibility, i.e. it is responsible for the eco-design and management of waste from its products, in accordance with Article L.541-10-1 4° of the French Environmental Code. The Buyer hereby accepts that the full amount of the eco-contribution borne by the Seller, as billed by the eco-organisation which it has chosen to join, will be passed on to it in full, over and above the sales price of the product, and the Buyer may not benefit from any rebate or discount in this respect. In the event of an increase in this amount, which applies immediately, it will be directly passed on to the Buyer without prior notice. 

In accordance with Article L.541-10-13 of the French Environmental Code, the unique identifier attesting to the Seller's compliance with its obligations is mentioned on the following web page: https://edilians.com/mentions-legales, under the number: R218271_04QPHX.

 

The Buyer accepts and acknowledges that any dispute by it relating to the Year End Bonus (YEB) due by the Seller, pertaining to the current calendar year, must be submitted to the Seller within twelve (12) months following the end of the current calendar year. Once this time limit has expired any claims from the Buyer relating thereto will be strictly inadmissible.

Any claim submitted to the Seller and for which the Seller requests clarification or additional information from the Buyer and where said requests are not replied to within a period of 60 days, will result in the said claim being cancelled due to the impossibility of establishing the causes and liability of the Parties thereof

 

ARTICLE 3: DELIVERIES, TRANSPORT AND ACCEPTANCE

 

ARTICLE 3.1: DELIVERY TIME

 

Given the production and supply constraints of the Seller's suppliers, as well as the risks associated with the availability of transport service providers, these constraints being beyond the control of the Seller, delivery times can only be given as an indication, without any liability on the part of the Seller in this respect. Consequently, the Buyer may not invoke this to claim the cancellation of the order, the application of penalties and/or a refusal to pay the price.

 

In the event that the Buyer wishes the Seller to take care of transport, a delivery date must be agreed. It should be noted that the delivery date is different from the date of availability of the Products mentioned in the order acknowledgement.

 

ARTICLE 3.2: PACKING AND PACKAGING

 

The Products shall be delivered packaged in accordance with the methods in force at the time of their manufacture. In the event of delivery on returnable pallets, the amount of the deposits will be indicated on the invoice and shall be payable under the same conditions as the Products. The Buyer will also be billed for the cost of restoring the pallets and for logistics costs. Reimbursement of the deposits will only be due once the pallets in question have been returned within the period indicated by the Seller. This system is in no way comparable to a sale and shall not entail transfer of ownership.

 

ARTICLE 3.3: STOWING AND LOADING

 

The Products shall be stowed in accordance with the practices and conditions set out in the Seller's loading protocol.  The Buyer is invited to be present during loading and no claims will be accepted once loading has been completed.

 

ARTICLE 3.4: SHIPPING AND TRANSFER OF RISK

 

Unless otherwise agreed between the Parties, the Products are made available to the Buyer, who is responsible for collecting them within the agreed time.

If the Seller agrees to deliver the Products to the Buyer, the Products will be loaded onto the means of transport chosen by the Seller or one of its logistics partners. In this case, the products will be delivered in accordance with INCOTERM CARRIAGE PAID TO (CPT), unless a different incoterm is specified in the order acknowledgement. 

 

Deliveries will only be made according to the availability of the Products and transport and in the order in which orders arrive. Delivery or availability dates given by the Seller are provided for information only. Any delivery after these dates may not give rise to any withholding or compensation. However, a Buyer who has not received their delivery by the estimated date given may cancel all or part of their order seven (7) days after notice has been provided without result. In addition, the period indicated shall be automatically suspended further to any event beyond the Seller's control that results in a delay in delivery.

In any event, delivery within the stated time frame can only take place if the Buyer is up to date with all their obligations towards the Seller.

 

As carriers are liable, in particular for damage and loss, under Article L.133-1 of the French Commercial Code, consignees must, in accordance with Article L.133-3, make the necessary observations within three (3) days directly with the carrier. In addition, the Buyer must send the Seller any reservations relating to the Products in writing and mention them on the consignment note, so that legal recourse can be exercised against the carrier.

In the event that the Products are collected by the Buyer from one of the Seller's sites or from one of its logistical partners, transport is at the Buyer's expense, and it is the Buyer's responsibility in all cases to exercise recourse against the carrier chosen by them in the event of damage to or loss of the Products. 

ARTICLE 3.5: UNLOADING / HANDLING

 

When shipping is carried out by the Seller, the Buyer must ensure they have all the means necessary at the place of delivery to unload the Products.

In the event of delivery to a work site or delivery to a company designated by the Buyer (roofing or masonry contractors, photovoltaic fitters, etc.), the Products shall be deemed to have been delivered and accepted when the truck arrives at the work site or on the company's premises and before the Products are unloaded (regardless of whether they are delivered in bulk or on pallets), which shall be carried out at the Buyer's expense and under its responsibility.

All deliveries to construction sites require the Buyer to specify the full delivery address of the construction site, as well as the contact details of the person in charge of the construction site who will receive the Products. 

 

The Buyer declares it has the necessary means to unload the Products and undertakes to unload the Products at its own expense, as soon as possible after they arrive. 

Any problems or delay in unloading the Products are attributed to the Buyer who shall bear any corresponding costs.

Deliveries will only be made to work sites and company premises that are easily accessible and that do not present any safety or vehicle damage risk. The consequences of failure to comply with these measures shall be borne by the Buyer.

 

ARTICLE 3.6: ACCEPTANCE

 

If the Buyer informs the Seller that it is unable to take delivery of the Products on the delivery date or at the delivery location indicated on the order acknowledgement, after the Products have been taken over by the carrier for delivery, any additional costs arising from this will be invoiced to the Buyer automatically, in particular storage costs if the Products are delivered at a later date, as well as costs arising from a change in the delivery location.

 

Therefore, if the Buyer is unable to take delivery on the agreed date or at the agreed location, and informs the Seller of this before the Products are taken over by a carrier, the Buyer must:

- either choose a delivery address different from the one agreed when confirming the order,

- or choose to have the Products stored on a logistics platform selected by the Seller until the Buyer is able to receive them. In this case, transport to the platform remains at the expense of the Seller. Storage and delivery costs will be borne by the Buyer (storage, removal from stock, insurance).

The invoice for the Products will be issued when the Products leave the Seller's warehouses, and the invoice for storage and delivery costs will be issued when the Products leave the storage platform.

 

It is incumbent on the Buyer to receive the products and notify the carrier of any missing or damaged products by indicating the details in a reservation on the consignment note. Reservations must be specific and relate to the Products themselves, not their packaging.

Delivered products are deemed to have been accepted by the Buyer in the absence of reservations notified to the carrier by registered letter with acknowledgement of receipt or by AR24 within three (3) working days of their receipt by the Buyer, who must specifically inform the Seller of this. 

Any claims relating to an apparent defect which has not been notified within the aforementioned period will not be taken into account by the Seller. 

In the event of a latent defect affecting the Products of which the Buyer becomes aware after receiving the goods, the Buyer must inform the Seller by registered letter with acknowledgement of receipt within seven (7) working days. This period begins to run from the date on which the latent defect is discovered, with proof of discovery being incumbent on the Buyer. During this period, the Buyer undertakes to make the said products accessible to the Seller.

No claim relating to the existence of a latent defect affecting the Products may be made after the expiry of this period.

In the event of a claim made by the Buyer, payment for the Products concerned shall not be suspended and remains due.

Any claim submitted to the Seller and for which the Seller requests clarification or additional information from the Buyer and where said requests are not replied to within a period of 60 days, will result in the said claim being cancelled due to the impossibility of establishing the causes and liability of the Parties thereof.

 

ARTICLE 3.7: FORCE MAJEURE

 

The Seller may not be held liable for a failure to deliver or for late delivery due to a case of force majeure as defined by case law. 

Any delay beyond the scheduled availability date resulting from an event of force majeure shall not give rise to any claim or financial compensation. 

Also, in such circumstances, the Seller reserves the right to cancel or modify the performance of its obligation to make the Products available without entitling the Buyer to financial compensation

 

ARTICLE 4: GUARANTEES

 

ARTICLE 4.1: DEFINITION

 

The Seller's guarantee consists of replacing Products acknowledged to be defective, i.e. unfit for use, by the Seller, with identical or similar products, according to availability, it being specified that the cost of any labour and transport relating to this replacement is at the Buyer's expense. 

The Seller reserves the right to supply another type of product in the event that the Seller has stopped marketing the Products for which the guarantee is being called in. 

The guarantees do not apply to damage or accidents caused by:

The Buyer's negligence;
Improper maintenance, handling or storage;
Natural wear and tear of the Product;
Abnormal use of the Product, i.e. use that does not comply with instructions or with the rules of the trade; 
A defect in the Product found to be unsuitable for the specific use for which it was used by the Buyer where the Buyer did not notify the Seller of its intended use;
A defect caused by another component with which the Buyer associated it;
The intervention of a third party on the Products. 
 

The Seller shall not be liable for any consequential and/or indirect damages that the Buyer or any third party may claim, regardless of the cause or basis of such liability. 

All trade products supplied with the Products shall be guaranteed for a period that may not exceed that given by the supplier of the Product in question. The guarantees applicable to these trade Products can be obtained from the Seller.

 

The guarantees for Products for which the Seller is not the manufacturer are those provided by the manufacturers of said Products, to the exclusion of all others. The conditions for implementing such guarantees shall be those of the manufacturer, and will be forwarded by the Seller. 

 

These guarantees apply subject to proper installation and use of the Products and compliance with the manufacturer’s recommendations. As the Seller does not provide any aesthetic guarantee for the Products, the rendering of colours in photographs/drawings/pictograms is not binding on the Seller.

 

For photovoltaic products that may benefit from a performance guarantee over a given period, the guarantee consists solely in replacing defective products or products performing below the guaranteed performance. Any labour and transport relating to such replacement remain at the Buyer’s expense, and the guarantee does not cover any material, immaterial and/or indirect loss that the Buyer or any third party may claim.

 

ARTICLE 4.2: GUARANTEE EXCLUSIONS AND LIMITS

 

The Buyer is fully responsible for the choice of Products with regard to the desired use, and as such cannot hold the Seller liable in the event of the Products chosen being unsuitable.

Claims must be made in accordance with the applicable guarantee period.

In any event, the guarantee is excluded in the following cases

- when the use of the Product requires special adaptation or assembly of the Products, unless this special adaptation or assembly has been expressly indicated in the order and expressly accepted by the Seller, who has supervised its implementation;

- when the Product covered by the guarantee has been dismantled, modified or repaired by a third party;

- when the damage results from wear and tear of the Product caused by a lack of maintenance or lubrication, clumsiness, negligence, inexperience or use of the Product not intended or accepted by the Seller. If the Seller’s liability is established, in particular in connection with any adaptation, assembly or special installation of Products, it will be strictly limited, at the Seller’s option, to a reduction corresponding to the ex-VAT price or to the free replacement of the parts recognised by the Seller as defective. The cost of transport and labour, as well as any other loss incurred by the Buyer, shall be borne by the Buyer;

- when the Product has been sold as part of a destocking operation;

- if a problem occurs as a result of incorrect installation, failure to comply with installation instructions, electrical standards and/or maintenance instructions;

- in the event of a force majeure event such as: power surges, flooding, lightning, fire, storms, hail, or any other event beyond the control of any of the Parties;

- in the event of breakage.

The guarantees do not cover transport costs or costs associated with the installation, removal or reinstallation of the Products.

Claims relating to photovoltaic modules will not be accepted if the type and serial number of the modules are modified, removed or rendered illegible.

The Seller may not be held liable beyond the above guarantees.

In order to benefit from the guarantee under the conditions defined by the Seller or the manufacturer where applicable, the defective Product must be accompanied by proof of purchase. In the event of replacement and unavailability of the same Product, the replacement Product will have equivalent characteristics and functionalities to the Product replaced.

 

 ARTICLE 5: LIABILITY

 

 The Seller acts either as a manufacturer or as a distributor in the event that the Products are not manufactured by the Seller, and in no event may the Seller:

- be held responsible for defining the Buyer's requirements in both quantitative and qualitative terms. All information, advice, recommendations and technical studies are provided for information purposes only and shall not incur the liability of the Seller. The choice of Products is made under the sole responsibility of the Buyer. It is therefore the Buyer’s responsibility, prior to placing any order, to carry out (or have carried out by a qualified specialist of its choice) a detailed analysis of its needs and objectives.

- be held responsible for the accuracy of the characteristics of the shape, dimensions, weight, performance, function specifications and, more generally, all technical characteristics of the Products, illustrations, photographs, descriptions or installation diagrams indicated in the catalogues, prospectuses, price lists or printed advertising issued by the Seller. This information is provided for information purposes only and may be changed at any time without notice;

- be deemed responsible for project management of the project into which the Products supplied by it are intended to be incorporated;

- be held liable for installing the Products ordered, or for any abnormal use or loss arising from failure to comply with standards, rules and/or methods for installing or using the said Products. The Buyer must read the manufacturers' instructions and any other information attached to or on the Product or its packaging. Installation of the Products is carried out under the sole responsibility of the Buyer. If necessary, the Buyer will consult qualified professionals for installation.

- be held responsible for recommending the equipment ordered; only the Buyer is able to determine the Product’s suitability for its needs.

 

Technical studies (sizing, analysis, report, etc.) requested from the Seller in a commercial context are based on data provided by the Buyer and are for guidance only.

The Seller disclaims all liability for operating malfunctions, mechanical strength and overall system compatibility in connection with the installation of photovoltaic panels.

 

If the Seller is held liable, its liability will be limited to the amount of the Product concerned. Under no circumstances shall the Seller be liable for immaterial and/or indirect loss, such as loss of revenue, customers, image, business interruption, or late-payment penalties, suffered by the Buyer.

 

ARTICLE 6: USING THE PRODUCTS

 

The installation of the Seller's Products is the responsibility of the third party in charge of this installation work and they are responsible for:

Choosing the right Product for the right application;
Compliance of the installation with the rules of the trade and regulations in force;
Possession of the DTU (Documents Techniques Unifiés - Application Standards for Construction) documents;
Possession of current documentation, forwarded or made available by the Seller, in particular on the Seller's website.
 

Failing this, the Seller cannot be held liable in the event of any mistake in selecting the Product, any non-conformity in installing the Product or any failure to be in the possession of documentation if such documentation was not requested, nor of any of the consequences of the above.

In particular, the Seller does not guarantee the use of lead products with insulation products or other components derived from wood fibre or wood wool.

Furthermore, in the event of any doubt as to the conformity of the Products, it is the Buyer's responsibility not to proceed with the installation of the Products, or to advise the third party installer not to proceed with the installation of the Products. In such a case, the Seller will confirm, or not, the conformity of the Products in the event of any doubt raised by the Buyer or any of its installer customers.  

For photovoltaic products, the professional installer is solely responsible for the correct installation and commissioning of the system.

 

ARTICLE 7: BILLING - PAYMENT - PENALTIES

 

ARTICLE 7.1: PAYMENT TERMS

 

In the absence of any special conditions to the contrary, invoices shall be payable within thirty (30) days following the end of the month in which the invoice was issued. Payment within the meaning of these GTC corresponds to the actual collection of the sums due.

The minimum billing amount is fifty (50) euros excluding VAT. 

Any offsetting of payments is subject to the Seller's specific prior written consent. 

 

For all orders of specific products, such as custom bending, the purchase of raw materials for the manufacture of on demand products or products not in the catalogue (the examples cited above cannot be deemed to form an exhaustive list), the Buyer will be requested to pay a deposit or down payment upon placing the order. This down payment will be determined by the Seller with regard to the order amount, it being understood that, for orders under €20,000, the advance payment percentage cannot be less than 30%, and for orders over €20,000, it will vary between 15% and 30% according to the product in question, at the Seller's discretion.

Any product ordered but not collected within thirty days from the date the Products are made available will be billed in full.

 

In the event of late payment, unpaid bills on the due date or a due date deferred without the Seller's express prior agreement, all sums owed by the Buyer shall become immediately payable. Any payment made to the Seller will be deducted from the sums due, whatever the cause, starting with those which are the oldest to fall due.

 

In the event of a change in the Buyer's legal situation that is likely to affect their ability to honour their commitments, the Seller reserves the right, even after partial execution of an order, to demand guarantees or to cancel orders in progress.

A dispute concerning a delivery may not justify failure by the Buyer to pay the corresponding sum.

 

No discount will be granted for early payment.

 

ARTICLE 7.2: LATE PAYMENT

 

Any sum not paid by the due date will bear interest at a rate equal to the interest rate applied by the ECB to its most recent refinancing operation on the due date of the applicable payment period, plus 10 percentage points. 

Interest will begin to accrue from the day following the payment date shown on the invoice and will continue to accrue until the day of full payment of all the sums owed to the creditor.

In the event of late payment, a €40 lump sum for collection costs will be added to the late payment penalties owed to the Seller. These late payment penalties and collection costs shall be immediately payable. If the collection costs actually incurred are higher than this fixed amount, additional compensation may be requested from the Buyer, upon justification, in accordance with Article L.441-6 of the French Commercial Code.

 

ARTICLE 8: RETURN OF GOODS

 

No Product may be returned without the Seller's prior agreement. 

All costs arising from failure to comply with the Seller’s return conditions will be invoiced to the Buyer.

Non-defective Products may only be returned with the Seller's prior written consent, accompanied by the delivery note and invoice references concerned, within thirty (30) days of delivery. 

If accepted, all Products must be returned in their original packaging and shall be transported at the Buyer’s expense and risk. If accepted, account will be taken of a 30% to 50% reduction in the invoiced price depending on the time taken to return the Product in question. 

Return shipping costs are at the Buyer's expense, except in the case of an apparent defect found by the Seller, in which case they will be at the Seller's expense.

Products must be returned to the shipping or pick-up site. Any return to a different site will not be taken into consideration or will give rise to the invoicing of the resulting costs.

 

ARTICLE 9: STOCKS

Where the Seller has, built up stocks of Products (components, raw materials, accessories, etc.) specific to the Buyer, such stocks will be invoiced in full in the event of termination of the commercial relationship with the Buyer.

ARTICLE 10: RETENTION OF TITLE CLAUSE

 

By virtue of Article L.624-16 of the French Commercial Code, the Products sold shall remain the property of the Seller until the principal and other accessory charges have been paid in full. The Buyer shall ensure that the Products can always be identified.

The above provisions do not prevent, as from delivery of the Products, the transfer to the Buyer of the risks of loss of, or damage to, the Products subject to retention of title, or any damage they may cause.

In the event of attachments or other executions by a third party on the Products, the Buyer must inform the Seller without delay in order to enable the Seller to oppose them and to preserve its rights.

The Buyer shall also refrain from pledging or transferring ownership of the Products by way of security.

 

ARTICLE 11: INTERNATIONAL SANCTIONS

 

By signing this Agreement, the Buyer warrants that it is not a Sanctioned Entity, i.e., an entity with which the Seller may not do business due to the existence of an embargo. The Buyer also guarantees that it is not an entity that controls, is controlled by or is under common control with a sanctioned entity within the meaning of Article L.233-3 of the French Commercial Code. 

 

In the event that the Buyer becomes a sanctioned entity, it undertakes to notify the Seller immediately of this. The Buyer shall inform the Seller of the final destination of the products and, in all cases, shall refrain from making sales to countries under sanctions or for the benefit of sanctioned entities, taking into account the lists of sanctioned entities available on the website of the French Ministry of the Economy, Finance and Industrial and Digital Sovereignty.

 

In the event of any situation contrary to business ethics and organisational principles as described in the Edilians Group Code of Ethics, the Seller reserves the right to suspend or terminate all or part of the contract, without incurring any liability.

 

ARTICLE 12: INVALIDITY OF A CLAUSE

The invalidity of any clause in these GTC shall not invalidate the other clauses, which shall remain in full force and effect. In such a case, the Parties will make every effort to replace the invalid clause with a valid one.

ARTICLE 13: LIMITATION PERIOD

The rights and obligations of the Parties arising out of their commercial relationship shall expire one (1) year after delivery of the Products. No legal action may be taken once this period has passed.

ARTICLE 14: NON-DISCLOSURE

Any documents relating to the Products (hereinafter "Confidential Information") disclosed by one of the Parties to the other may not under any circumstances be used without the written consent of the disclosing Party, nor may they be copied, reproduced or communicated to a third party. The Seller retains full ownership and all intellectual property rights relating to such Confidential Information. Any Confidential Information disclosed by either Party shall be returned to the disclosing Party at its request.

ARTICLE 15: APPLICABLE LAW - SETTLING DISPUTES

These GTC are governed by French law, without regard to its conflicts of law provisions. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.  

 

Any conflict arising from or concerning the sale of Products by the Seller shall be submitted to mediation in accordance with the Mediation Rules of the CMAP (Centre de Médiation et d'Arbitrage de Paris, Chambre de Commerce et d'Industrie de Paris - 39 avenue Franklin D. Roosevelt, 75009 Paris), to which the parties undertake to adhere. The duration of the mediation shall not exceed sixty (60) days. If the Parties have not reached an agreement by the mediation deadline, the disagreement in question will fall within the exclusive jurisdiction of the Commercial Court in the region of the Seller's registered office.
 

ARTICLE 16: PROVISION OF SERVICES

 

A proposal may be made to the Buyer to supply specific services that will give rise to the signing of an agreement with the Seller.

ARTICLE 17: INTELLECTUAL PROPERTY RIGHTS - CONFIDENTIAL INFORMATION

 

All samples, proposals, drawings and documentation prepared or revealed by the Seller are and shall remain the absolute property of the Seller and shall be considered confidential, whether or not they are designated as such. Therefore, the Buyer may not reveal them to third parties.

The Buyer shall not have any ownership or other rights to the Seller's intellectual property and may not register or apply for the registration of, anywhere in the world, any patent, trademark, trade name, copyright or design that is similar to, or an imitation of, any of the Seller's patents, trademarks, trade names, copyrights or designs.

The Buyer undertakes to keep the information communicated by the Seller confidential and to reveal it to its employees, consultants and legal advisors only if necessary. 

Therefore, any use of the Seller's visual identity (drawing, image, representation of the Seller's brand, logo, etc.) is subject to the Seller's prior written authorisation. Any use of the Seller's visual identity likely to cause the Seller a disturbance of any kind whatsoever, or to cause damage to its brand image, is specifically forbidden and liable to the payment of compensation.

 

ARTICLE 18: PERSONAL DATA

 

In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter, "the General Data Protection Regulation" or "GDPR"). Each Party remains responsible for its own personal data. 

The Seller processes the contact data of its customers (including, in particular, the Buyer) for the purposes of managing the commercial relationship and, unless a customer objects, sending commercial communications. This processing is based on legitimate interests (performance of the contractual relationship and sales promotions). 

Data are kept for the duration of the contractual relationship, then archived in accordance with current regulations. In the case of canvassing operations, the Seller will keep the data for an additional period of three (3) years from the end of the commercial relationship or the last contact. 

The data are intended for use by the Seller's authorised staff and any sub-contractors. 

Data subjects have a right of access, rectification, deletion, opposition, limitation, and definition of post-mortem instructions, which they may exercise by writing to the following address: 65, chemin du Moulin Carron, 69570 Dardilly, FRANCE, or by email to donneespersonnelles@edilians.com. They may also file a complaint with the CNIL.

 

EDILIANS TECH, a société par actions simplifiée (simplified joint stock company) with capital of €2,189,667

Registered office: 301, rue René Cassin, 42350 La Talaudière, FRANCE

SIREN 497 664 334 Saint-Étienne Trade and Companies Register / EU VAT FR54 497 664 334.