Terms and conditions

Our company, a subsidiary of Thermador Groupe, has been distributing, as a wholesaler within the meaning of Article L. 441-1-2 of the French Commercial Code (hereinafter the "Company"), fluid management equipment for industry and construction (hereinafter the "product(s)" or the “goods”) to its international wholesale and industrial customers. These general terms and conditions of sale apply to all sales of products made by the Company to its professional customers (the "Buyer(s)"). They shall, to the extent possible, supplement any annual framework agreement concluded between the parties in accordance with the provisions of Article L. 441-3-1 of the French Commercial Code.

Any order to our Company for products, from whatever source, implies unreserved acceptance of these general conditions of sale. These conditions override any other general conditions of sale, whatever their terms and cancel any contrary clause that may figure on contracts, documents or correspondence from the Buyer. It is understood that, should any clause that figures on the Buyer’s contracts, documents or correspondence and which opposes the application of these general conditions of sale be contrary to the dispositions of these general conditions of sale, it will be considered null and void by our Company.

Orders are processed following agreement on the price, delivery conditions and packaging units. Cancellation of order before shipment will be charged 10% of its value (with a minimum of €50).

The prices for the products are set by the price list in force on the day our order confirmation was issued; these are trade prices and are subject to the dispositions of article 2. They are set in the light of current economic conditions and our Company reserves the right to modify them at any time without notice should these conditions fluctuate.

 Our Company’s only valid bank details are the ones stated on our invoices.

Our invoices are dated on the day of shipment. They are payable at 30 days at the end of the month by bank transfer, unless otherwise specified.

0,3% by month of advanced payment.

For any payment that is late either in full or in part, late payment penalties shall be applied in the same amount as the amount resulting from the application of a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, calculated on a monthly basis. Furthermore, in accordance with the provisions of Article L.441-10 of the French Commercial Code, all late payments shall automatically give rise to the payment, by the Buyer, of a fixed debt recovery fee amounting to at least 15% of the invoice total and, in all cases, of a minimum amount of €40. The Buyer's failure to pay an invoice by its due date immediately makes the payment of other outstanding invoices due. In addition, in such a case, our Company has the option to suspend or cancel the execution of current orders and/or the possible annual framework agreement. Our Company may also require cash payment before any new delivery of products, regardless of the conditions previously agreed upon for these products.

The delivery conditions are regulated by the Incoterm in force on the date of conclusion of the contract. In the absence of a delivery condition specifically agreed in the contract, the delivery is deemed to be FCA our warehouse in Saint Quentin Fallavier, France.

Should goods be collected, they will travel at the Buyer’s risks and perils. Should carriage be included in the price, our Company, together with its service providers, will assume the risk during transport on condition that the Buyer checks the number and condition of the packages in the presence of the transporter and notes any reservations on the delivery document, which it must sign and have countersigned by the transporter or its agent and confirm these reservations by registered letter within 2 days. Without prejudice to the dispositions to be taken with regard to the transporter, any complaints on apparent faults or on the non-conformity of the goods delivered must be formulated by registered letter with acknowledgement of receipt within 48 hours of reception of the goods. Once this period has elapsed, no claim concerning such faults will be entertained.

Whatever the date agreed upon for delivery, no indemnity can be claimed for late delivery, unless there is a stipulation to the contrary that has been agreed to by our Company. Should the order require assembly, specific work or any other individual requirement, delivery is subject to a feasibility study and delivery time may be increased. The deadlines may also be extended for orders of abnormal magnitude. If deemed necessary, our Company reserves the right to limit the quantities delivered to the Buyer based on the business volume. Our Company reserves the right to carry out delivery of all or part of the order at a time. Should delivery be partial, each part will be deemed to be a complete commercial operation. Payment will be required in proportion to the quantity delivered. In the event of a delivery delay or a supply shortage of the products, our Company will, to the best of its ability, inform the Buyer. The Buyer cannot modify the delivery terms, including the time and/or day of delivery, agreed upon with our Company without its express and prior consent. In the absence of such consent, our Company's liability cannot be invoked, and in particular, no penalty can be validly invoiced. If the Buyer refuses the products upon delivery without valid reason (specifically, in the case of non-conformity of the products or failure to meet the delivery date), our Company reserves the right to invoice the Buyer for transportation and storage costs. In any case, delivery within the delivery time or the release of the goods can be made only if the Buyer is up to date with his payment obligations to our Company.

No return of goods will be accepted if a complaint has not previously been made and accepted by our Company in writing. Should our Company agree, the goods must be returned within 15 days from the date of our agreement in their original packaging or packaging that is identical to the original one. If the claim is justified, the goods returned will be replaced or a credit note issued at our choice. No penalty shall be applied by the Buyer without our Company having had the opportunity to verify the validity of the grievances raised by the Buyer. The Buyer is solely responsible for any damage to goods resulting from their warehousing under abnormal conditions or conditions that are incompatible with their nature. Returns under these conditions will give rise to a deduction of a minimum of 30% for taking back into stock if the goods can be sold as they are. If not, the goods will have to be examined to establish the amount of additional deduction for reconditioning and renovation of the products. 

Our Company reserves the ownership of the goods delivered until their cost has been entered in our Company’s accounts. During the period of reserved ownership, as the risks are transferred at the time of delivery, the Buyer as a consignee must insure the goods against all the risks of damage or responsibility. The Buyer, who is authorised to sell on the goods delivered in the normal pursuit of its activity, is required to inform our Company immediately of the seizure on behalf of third parties of goods that have been delivered with reservation of ownership. Should there be failure to pay a fraction or all of any of the instalments agreed for the cost, and 8 days after failure in part or in whole to answer a formal warning by registered letter, the sale may be cancelled at the discretion our Company, without prejudice to any damages and interest claimed from the Buyer. The goods must be made immediately available to our Company, unless our Company requires their return at the Buyer’s expense. Taking back the goods does not mean a cancellation of the sales contract. Sums already paid by the Buyer will be retained as initial damages and interest and without prejudice to any other damages. These dispositions do not prevent the transfer to the Buyer of the risk of loss or deterioration of the products sold or any damage they may cause, as set out in article 5.3 above.

Our Company will be discharged from its obligations by any event that is beyond its control which prevents or delays the delivery of the products and which is assimilated contractually to force majeure. This will cover in particular events that occur in-house or with our sub-contractors such as: lock-outs, strikes, fire, epidemics, embargoes, accidents, especially to tooling, breakage of machines, exceptional weather events, interruption or delay in transport, impossibility of obtaining procurement, defects in raw materials or any other event beyond our control that leads to staff being partially or totally laid-off in our Company or those of our suppliers or sub-contractors.

The Buyer undertakes to respect all intellectual property rights of our Company which he declares to have knowledge of. The act of purchase implies the Buyer's right to dispose of the products purchased and to use the trademarks used by our Company to designate them. The Buyer acknowledges that these trademarks, whether they are word trademarks or logos or any other distinctive sign enabling the products to be identified, whether or not they have been registered, belong to our Company and/or Thermador Groupe’s other subsidiaries. The Buyer undertakes to respect the rights held by the owner of these trademarks and in particular to use them only when strictly necessary to identify the items purchased, notably in the context of their promotion or resale. No modification may be made to the trademarks concerned, in particular to the logos as registered or used by Thermador Groupe’s subsidiaries. Photographs showing the products in question may not be re-used by the Buyer without prior formal authorisation from our Company.

The failure of our Company to comply with any of the obligations imposed by the Buyer shall not result in the immediate cessation of any relationship, such as delisting, termination of ongoing orders, and/or the resolution of sales for goods already delivered.
In the event of non-performance by the Buyer of any of its obligations, our Company reserves the right to apply a penalty of 15% of the amount of the last order and to terminate ongoing orders without the Buyer being able to claim damages for this reason.

Any billing or delivery dispute does not suspend the payment of the invoice for the products delivered by the agreed-upon due date. Payment by set-off with invoices issued by our Company is only allowed under the dual condition that the framework agreement authorizes the mutual set-off of claims between the parties and that the offset amounts are all certain, liquid, and due. Consequently, our Company cannot accept payment by set-off with its invoices in the event of a dispute over the deductibility of a price reduction or in the absence of express acceptance by our Company of the grievances raised and the amount claimed for penalty application, in accordance with the aforementioned provisions.

In any case, the Buyer undertakes to provide our Company, prior to any set-off, with the justifications allowing the tracing of the reality and history of the amounts subject to the set-off request.

Any claim related to sums possibly owed by our Company, regardless of the cause and nature (especially concerning selling prices, discounts, rebates, allowances, purchase of services, promotions, penalties, etc.), is subject to a 1 year limitation period from the triggering event of the claim. Beyond this period and by express derogation from the provisions of Article L.110-4 of the French Commercial Code, the sums in question can no longer be subject to any claim or set-off by the buyer against our Company.

Furthermore, as a general principle, invoices related to commercial cooperation services and debit notes related to penalties cannot be subject to any set-off with the invoices for the sale of products from our Company.

Our Company guarantees that the products delivered or made available comply with the legislation in force in France at the time of placing the order. For use considered to be normal, the guarantee of our Company will be limited to the replacement of parts
acknowledged to be faulty within two years of delivery or more depending on the extensions to guarantees applying to certain ranges of products, without our Company being liable for any claim for compensation for damages and interest. The costs of disassembly, carriage both ways and reassembly are excluded from the guarantee. When a product that our Company has supplied is stopped by our Company or the buyer, our Company is not responsible for carrying out any need for after sales service which will have to be the subject of special agreement. The guarantee provided by our Company applies against any manufacturing defect or aesthetic flaw, subject to installation, use, and maintenance in accordance with traditional rules and assembly instructions.

The products are guaranteed against any material or manufacturing defect for a period of 2 years from the date of delivery (or availability, if applicable). Under this guarantee, the sole obligation of our Company will be to replace the recognized defective parts, with no claim for compensation or damages for any reason. Costs for removal, outbound and return shipping, and reinstallation are excluded from the guarantee. Any product must be submitted beforehand to our Company's after-sales service, whose approval is essential to benefit from the guarantee described above. Any potential shipping costs are the responsibility of the Buyer.

Our Company's liability cannot, under any circumstances, be invoked in the event of improper storage, handling, or manipulation of the products by our Company, or if the products are used under abnormal conditions. In general, our Company's liability can only be invoked by the Buyer if the latter establishes a fault attributable to our Company, harm, and a direct and exclusive causal link between the fault and the harm. In any case, our Company can only accept responsibility for the compensation of a certain, direct, tangible, proven, and foreseeable harm, excluding any indirect, intangible, incorporeal, or hypothetical harm, with a sufficient causal link to a breach by our Company of its obligations.

Any advice or counsel, technical indications or proposals that our Company may give or make do not imply any guarantee on our part. It is not our Company’s responsibility to assess the specifications or descriptions supplied. It is the Buyer’s responsibility to check that the equipment is suitable for operation in real conditions of use.

Our Company is insured as follows (casualty insurance certificate on request):
Third party insurance after delivery:
- €10,000,000 per year for all types of damage
- €2,000,000 per year for non-consecutive intangible damage.

Our Company carries out computer processing for the purpose of managing its customer database, website, orders, customer services department and external communications. This processing uses the personal data of our Buyer or the recipients of deliveries in accordance with our Buyers’ instructions. This data is subject to the provisions of the Data Protection Act No. 78-17 of 6 January 1978, as amended, the European regulations in force, including, inter alia, European Regulation No. 2016/679, and the recommendations of the French Data Protection Authority (“DPA” or “CNIL” - Commission Nationale de l’Informatique et des Libertés) (hereinafter the “Applicable Regulations”). If the Buyer would like information about this processing of its personal data by our Company, it may refer to our “Personal Data Protection Policy”, available at page Data Protection. If our Company acts in the capacity as processor for the Buyer, who is controller, the Buyer undertakes to comply with all applicable regulations on personal data protection, including, inter alia, those that relate to individuals’ information in the context of the transmission of the Buyer’s personal data to our Company for the purposes of performing the Agreement.

The purchaser accepts to comply with the anti-corruption laws and the Code of conduct of our company available at our page Legal Notice.

It is expressly agreed that exclusive competence will be attributed for all disputes between the parties during their commercial relations to the French courts and in particular to the Commercial Court of Vienne, France, wherever the place of delivery, the method of payment accepted or even for claims under guarantee or where there are several defendants. Relations with the Buyer will be governed by French law. Should these conditions be translated into a foreign language, the text written in French will be the only one to have authentic value.

Pictures and prices are given under typographical reserves of errors. The Company reserves the right to make any modification for improvement. All rights reserved. Any copying, editing or reproduction of this document without the Company’s authorization is strictly prohibited.