1.1 These General Terms and Conditions apply to the contractual relationship between BULANE and any purchaser of one (or more) Electrolyzers, hereinafter referred to as "the Customer".
1.2 Any order for an Electrolyzer implies the Customer's unconditional acceptance and full adherence to these General Terms and Conditions.
1.3 These conditions apply regardless of any clauses that may appear in the Customer's documents, and in particular their general purchasing conditions, over which these General Terms and Conditions prevail in accordance with the provisions of Article L 441-6 of the French Commercial Code.
Consequently, any clause appearing in the Customer's contracts, documents, or correspondence that prevents the application of these General Terms and Conditions shall be considered null and void with respect to our company. 1.4 The Customer's acceptance of these General Terms and Conditions of Sale is a determining condition for BULANE to enter into a contract with the Customer.
1.5 The fact that BULANE does not enforce any of these terms and conditions cannot under any circumstances be interpreted as a waiver of its right to enforce them at a later date.
Contractual Documents: The following Contractual Documents are an integral part of the contractual relationship between BULANE and the Customer:
Electrolyzer: refers to all electrolyzers developed by BULANE or any other manufacturer approved by BULANE.
Accessories: refers to all accessories manufactured by BULANE or any other manufacturer approved by BULANE.
Consumables: refers to all components necessary for the proper functioning of the Electrolyzers.
3.1 Any order for an Electrolyzer is necessarily preceded by a proposal developed by BULANE, based on the Customer's needs, hereinafter referred to as the "Quote." This proposal may, at BULANE's request, be preceded by a visit to the Customer's site.
3.2 The Customer must provide all information necessary to enable BULANE to formalize its proposal; The Customer must provide all necessary explanations and information regarding their specific needs and constraints and submit all necessary documents to BULANE.
3.3 The order is confirmed by the Customer sending the Quote signed by the Customer to BULANE. It is only complete subject to acceptance by BULANE. Acceptance of the order is made by any written means.
3.4 The Customer's order is firm and final from the moment it is accepted by BULANE. It expresses the Customer's irrevocable consent; therefore, the Customer cannot cancel it without the express prior consent of BULANE.
3.5 In this case, the Customer will compensate BULANE for all costs incurred and for all direct and indirect consequences thereof. In addition, any deposit already paid will remain the property of BULANE.
4.1 The delivery, installation, commissioning, and manufacturing deadlines, etc., for the ordered Electrolyzers are indicated in the Quote. They are provided for informational and indicative purposes only.
4.2 These deadlines begin upon acceptance of the order by BULANE and, at the earliest, upon payment of the deposit paid with the order.
4.3 For the calculation of the deadlines indicated in the Contractual Documents, week 52 and three weeks from weeks 30 to 36 are excluded.
4.4 A delay in meeting the indicated deadlines shall not justify cancellation of the order placed by the Customer and/or refusal to accept delivery of the Electrolyzers.
5.1 The Electrolyzers will be delivered to the location indicated in the Quote (the "Installation Site").
5.2 The acceptance of the Electrolyzers is subject to a joint report drawn up between BULANE and the Customer, establishing the completeness and conformity of the elements received with the elements ordered (hereinafter the "Delivery and Commissioning Report").
5.3 The Electrolyzers are accompanied by the User Manual necessary for their use and routine maintenance.
5.4 The unconditional acceptance of any Electrolyzer ordered by the Customer covers any visible and/or missing defects.
5.5 In the absence of reservations expressed by the Customer at the time of signing the Delivery and Commissioning Report, no claims will be admissible. The Customer may also not counterclaim any lack of conformity in the event of a debt recovery action brought against it by BULANE.
5.6 The transfer of risks occurs upon receipt of the Electrolyzers by the Customer, notwithstanding the existence of reservations.
5.7 The existence of reservations will also have no impact on the payment of amounts due or to be owed by the Customer.
6.1 The Installation Site must comply with the technical stipulations defined in the Contractual Documents, particularly with regard to electrical and fluid connections, and ground level. 6.2 In order to enable BULANE to proceed with the installation and commissioning of the various Electrolyzers ordered, the Customer is responsible, at its own expense and under normal conditions and in accordance with the stipulations contained in the Contractual Documents, for:
6.3 During commissioning, BULANE will, under the conditions defined in the Contractual Documents, demonstrate the operation of the Electrolyzers.
6.4 The final commissioning of the ordered Electrolyzers will be recorded in the Delivery and Commissioning Report signed jointly by BULANE and the Customer.
7.1 BULANE offers its Customers periodic servicing and maintenance of the Electrolyzers through a separate contract, hereinafter referred to as the Service Contract.
7.2 If the Customer signs a Service Contract, BULANE's interventions, particularly following a malfunction of the Electrolyzers, will be carried out under the conditions defined in the Service Contract.
8.1 Prices are expressed excluding taxes and in euros, for unpackaged Electrolyzers.
8.2 Electrolyzers ordered are supplied at the prices in effect on the date of the Order by the Customer, as stated in the Quote.
8.3 Prices may be revised upwards during the year, after prior notification to the Customer. Any price changes will automatically apply on the date indicated on the new price list.
9.1 All orders for BULANE Electrolyzers must be accompanied by payment by the Customer of a deposit corresponding to 20% of the total amount, including tax, unless otherwise provided in the Quote.
9.2 The balance of the price is payable upon Delivery, unless otherwise stated in the Quote or invoice.
9.3 Any delay in the deadlines indicated by BULANE in the Contractual Documents, resulting from an event attributable to the Customer, will have no impact on the payment of the balance of the price.
In this case, payments will be due on the Delivery dates initially specified in the Contractual Documents, even if these have not yet occurred.
9.4 Furthermore, the Customer must compensate BULANE for all costs incurred as a result of this delay, without delay and upon BULANE's first request. BULANE shall be entitled to suspend its work pending payment of the amounts due in this regard.
9.5 Payments shall be made by check, bank transfer, or direct debit.
9.6 In the event of non-payment of all or part of the amounts due on the due date, without any reminder or formal notice being required, BULANE shall be entitled, these measures being cumulative:
In any event, BULANE shall be entitled to retain the deposits and other sums paid by the Customer, as initial damages and then as penalties, even in the event of repossession of the Electrolyzers pursuant to the "RETENTION OF TITLE" article below.
9.7 If BULANE were to entrust the recovery of its debt to a third party, the Client would be liable, in addition to this late payment interest, for the reimbursement of the costs and fees incurred. This clause will apply automatically, without the need for any formality or formal notice.
10.1 BULANE RESERVES OWNERSHIP OF THE ELECTROLYZERS SOLD UNTIL FULL PAYMENT OF THEIR PRICE, IN PRINCIPAL AND INTEREST.
10.2 Furthermore, until full payment of the price, the Customer is prohibited from reselling all or part of the Electrolyzers sold.
11.1 BULANE guarantees the performance of its Components, as indicated in the Contractual Documents.
11.2 BULANE guarantees its Components against any design or operational defects in accordance with the technical specifications set out in the Contractual Documents, for a period, from Commissioning, of:
Accessories other than those manufactured by BULANE are guaranteed according to the warranty conditions established by the manufacturer of the accessory in question.
11.3 If the Customer subscribes to the Service Contract, BULANE's interventions for Electrolyzers will be carried out under the conditions defined in said Service Contract.
11.4 For Electrolyzers (if the Customer does not subscribe to the Service Contract) and Accessories, BULANE's interventions will be carried out under the following conditions:
The Customer must report any incident occurring during the warranty period within 48 hours of its occurrence.
If the Customer fails to comply with this deadline, BULANE will not be liable for any warranty.
Any defective part will be replaced or subject to appropriate corrective measures at the sole expense of BULANE, under the best possible conditions to ensure continued operation and proper functioning of the Components.
In the event that the Product or one of its components is returned to our premises, if necessary after disassembly by the Customer under their responsibility, these components will be transported at the Customer's expense and risk.
11.5 In all cases, replacements and/or corrections made will not extend the warranty periods referred to above.
11.6 BULANE guarantees that its Components meet the legal requirements imposed by European regulations at the time of delivery. If this is not the case, BULANE will undertake the necessary compliance (CE compliance) at its own expense.
11.7 BULANE guarantees the Customer peaceable possession of the item sold in accordance with Articles 1626 et seq. of the French Civil Code.
12.1 BULANE shall not provide any warranty, nor shall it be liable for damage, malfunction, or failure to achieve results in the event of:
12.2 Similarly, no warranty is provided for damage, malfunction, or failure to achieve results due to natural wear and tear, improper storage of the Electrolyzers by the Customer or a third party, external accidents, or chemical phenomena.
12.3 The Customer guarantees the accuracy and completeness of the information provided to BULANE during the preparatory work preceding the preparation of the Quote, as well as throughout their contractual relationship. Therefore, no warranty will be provided, nor will BULANE be held liable for any incorrect or incomplete information provided by the Customer, either spontaneously or at BULANE's request, or in the event of the Customer's failure to respond to a request for information made by BULANE. 12.4 BULANE shall not be held liable under any circumstances for damages related to production shutdowns, administrative closures, or product losses incurred by the Customer.
12.5 In any event, in the event of a conviction, BULANE's liability shall be limited to the price of the Components ordered and paid for by the Customer, for which BULANE would be held liable.
BULANE declares that it is insured for professional liability with a reputable company.
14.1 All intellectual or industrial property rights, as well as the know-how incorporated in the documents transmitted, on the Electrolyzers delivered, and on the services provided, remain the full and exclusive property of BULANE or any other company authorized by BULANE.
15.1 BULANE and the Client mutually prohibit each other from disclosing to anyone, directly or indirectly, all or part of the information of any nature, whether commercial, industrial, technical, financial, personal, etc., which may have been communicated to them during their business relationship or which the Client may have become aware of during this same relationship, unless otherwise agreed by the other party.
15.2 They undertake, within the meaning of Article 1120 of the Civil Code, to ensure that their duly authorized employees, agents, or subcontractors comply with the confidentiality commitment set out above.
15.3 By way of exception, the Client authorizes BULANE to cite them among its client references in these commercial documents, regardless of the medium (brochure, website, etc.).
16.1 Neither BULANE nor the Client shall be held liable for any delay or failure to fulfill any of their obligations under the contract if such delay or failure is the direct or indirect effect of a case of force majeure, understood in a broader sense than French case law, such as:
16.2 BULANE or the Client shall promptly inform the other party of the occurrence of a force majeure event of which it becomes aware and which, in its opinion, is likely to affect the performance of the contract.
16.3 The suspension of obligations shall under no circumstances constitute a cause of liability for non-performance of the obligation in question, nor shall it result in the payment of damages or late payment penalties. However, as soon as the cause of the suspension of obligations has disappeared, the parties shall make every effort to resume normal performance of their obligations as quickly as possible.
16.4 In cases of prolonged force majeure, BULANE and the Client shall mutually agree on the measures necessary to continue the contract.
It is formally agreed that any tolerance or waiver by one of the parties in the application of all or part of the commitments provided for in the contract, regardless of their frequency or duration, shall not constitute a modification of the contract or create any rights whatsoever.
18.1 The invalidity or inapplicability of any of the provisions herein shall not invalidate the other provisions, which shall retain their full force and effect.
18.2 However, the parties may, by mutual agreement, agree to replace the invalidated provision(s).
19.1 By express agreement between the parties, this contract is subject to French law, to the exclusion of any other legislation.
19.2 It is written in French. If it is translated into one or more languages, only the French text shall be authoritative in the event of a dispute.
ANY DISPUTE RELATING TO THE CONCLUSION, INTERPRETATION, PERFORMANCE, OR TERMINATION OF THE CONTRACT SHALL BE SUBMITTED TO THE MONTPELLIER COURT, WHICH SHALL HAVE EXCLUSIVE JURISDICTION, INCLUDING IN SUMMARY PROCEEDINGS, NOTWITHSTANDING THE APPLICATION OF A WARRANTY OR MULTIPLE DEFENDANTS.
