Conditions of sale
1. ENFORCEABILITY
These Terms and Conditions of Sale apply to all sales entered into by HYDROKIT, located at 19 Rue du Bocage, La Ribotière – 85170 LE POIRE-SUR-VIE, France, registered with the Trade and Companies Register of La Roche-sur-Yon under number 342418993, hereinafter referred to as the "Seller," with its professional Customers, hereinafter referred to as the "Buyer," regarding its standard products, hereinafter referred to as the "Products."
Accordingly, these Terms and Conditions of Sale constitute the sole basis for commercial negotiations in accordance with Article L.441-6 of the French Commercial Code and serve as a reference for the provisions of Article L.442-6 of the same Code.
The Buyer waives the right to rely on any provisions contrary to these Terms and Conditions. These Terms and Conditions of Sale, which cancel and replace all previously issued terms and conditions, apply as from 1 February 2026.
Any derogation from these Terms and Conditions must be expressly accepted in writing by the Seller. For the purposes of these Terms and Conditions, "writing" means any document drawn up in paper form, electronic form or by fax. The following form an integral part of the contract: these Terms and Conditions, any special terms accepted by both parties, the order accepted by any means, including by acknowledgement of receipt or order confirmation, the Seller’s technical documents supplementing these Terms and Conditions, including technical data sheets, instructions, etc., the delivery note and the invoice.
Any order implies the Buyer’s full and unreserved acceptance of these Terms and Conditions, unless special terms have been granted in writing by the Seller to the Buyer. Any commercial document other than these Terms and Conditions of Sale, including catalogues, brochures, advertisements and, more generally, documents presenting and promoting the Seller’s Products, is for information and guidance only, has no contractual value and therefore cannot bind the Seller.
The fact that the Seller does not invoke at a given time on any of these Terms and Conditions of Sale may not be interpreted as an express or implied waiver of its right to rely subsequently on any of said terms and conditions.
2. GOVERNING LAW / COMPETENT COURT
The Seller and the Buyer agree to submit any dispute of any nature arising from the application, interpretation or performance of these Terms and Conditions of Sale to the Commercial Court within the jurisdiction of the Seller’s registered office, unless the Seller chooses to bring proceedings before any other competent court.
The applicable law is French law. The French language shall prevail over any other translation in the event of any dispute, litigation, difficulty of interpretation or performance of the Terms and Conditions of Sale and, more generally, regarding the existing relationship between the parties.
3. BUYER’S PURCHASE ORDER
In order to be taken into account, any purchase order must be received by the Seller in written form by email, orally at the counters of our service desks, or in the form of a purchase order on www.hydrokit.com, and must include all information required to enable the Seller to process the order. Consequently, any purchase order placed orally by the Buyer must be confirmed in writing by the Buyer on the same day. Failing written confirmation by the Buyer of its oral purchase order, no claim shall be accepted.
Any purchase order placed by the Buyer or transmitted by a representative of the Seller shall be valid only after written confirmation by the Seller’s competent management. The benefit of the purchase order is personal to the Buyer and may not be transferred to a third party without the Seller’s written consent.
The Buyer’s purchase orders are firm and final. No total or partial cancellation of an order by the Buyer may be taken into account without the Seller’s prior written consent. Furthermore, in the event of modification of the Buyer’s order accepted by the Seller, the Seller shall be released from the initially agreed delivery deadlines.
4. PRICE
The Products are supplied at the prices in force on the date the order is placed. Prices may, however, be revised at any time by the Seller, in particular depending on increases in the cost of raw materials, increases in or the creation of taxes applicable in the Seller’s business sector, supply conditions, etc.
These prices are stated exclusive of tax, VAT and other taxes being charged in addition at the rate in force on the date of invoicing. In the event of a price change between order and delivery, the new price shall be deemed accepted unless expressly refused within three working days.
The Buyer freely determines its commercial policy and sale prices. It is therefore solely responsible for setting and advertising its prices within the framework of the applicable regulations.
5. PAYMENT
5.1. Unless special terms apply, sales are paid by the Buyer within thirty (30) net days from the invoice date. For any purchase of specific, customized or made-to-order products, a minimum deposit of 30% of the total invoice price shall be required when the order is placed. For new customers, payment of the full price shall be requested before a customer order is considered.
By express agreement between the parties, the said payment deadline may not be postponed for any reason whatsoever. Claims made by the Buyer may under no circumstances postpone the payment due date for the order to which they relate. No discount for early payment is granted, unless otherwise agreed in advance and in writing by the Seller.
Invoices are payable in all circumstances at the Seller’s registered office, by accepted bills of exchange, bank transfers or any other payment method determined by the Seller in accordance with the due date. Invoices are deemed paid when the amount shown thereon has been definitively credited to the Seller’s bank account.
5.2. In the event of late payment by the Buyer beyond the agreed deadline, and from the day following the payment date shown on the invoice, late-payment penalties equal to three times the statutory interest rate shall automatically and by operation of law accrue to the Seller, without any formality or prior formal notice, in accordance with Article L.446-1 of the French Commercial Code. This interest shall run from the due date until full payment of the amount due.
The late-payment interest shall be increased by a minimum fixed indemnity for collection costs of EUR 40, pursuant to Articles L.441-3 and L.441-6 of the French Commercial Code. If the collection costs incurred by the Seller exceed EUR 40, the Buyer shall reimburse all costs borne by the Seller and incurred in the contentious recovery of the sums due, up to an indemnity equal to 10% of the amount remaining unpaid at the due date, duly justified by the Seller, without prejudice to any other action the Seller may be entitled to bring against the Buyer in this respect and to any compensatory damages awarded to the Seller for its loss.
Any deposit paid by the Buyer may be retained by the Seller pursuant to the penalty clause set out above. Finally, forty-eight hours after a formal notice has remained unsuccessful, the sale shall be terminated automatically at the Seller discretion, and the Seller may apply for interim relief seeking the return of the Products, without prejudice to any other damages.
Furthermore, non-payment of a single invoice shall automatically make the amount of all other invoices still owed to the Seller immediately due and payable, all related amount being subject to the same provisions as defined above.
In addition, in the event of non-compliance with the above payment terms, the Seller also reserves the right to suspend or cancel delivery of orders in progress and, more generally, to suspend performance of its obligations.
5.3. Any deterioration in the Buyer’s creditworthiness and, more generally, any change, whatever its origin, in the Buyer’s situation may justify the requirement of guarantees and/or special payment terms determined by the Seller, or even the Seller’s refusal to proceed with orders placed by the Buyer.
6. COLLECTION – CARRIAGE – DELIVERY – CLAIMS
6.1. Unless otherwise agreed, the Products shall be delivered from the Seller’s warehouses under EXW Incoterms conditions, Ex Works – from the Seller’s warehouse, in accordance with the latest version in force of the Incoterms issued by the International Chamber of Commerce. This sales arrangement applies even if the Seller organises the loading or carriage of the Products on behalf of the Buyer.
The Buyer shall therefore bear all costs and risks inherent in the loading/unloading and carriage of the Products from the Seller’s warehouse to its own warehouses.
The availability or delivery times stated by the Seller are given for guidance only and depend on supply possibilities. Exceeding delivery deadlines shall not give rise to damages, withholding of payment, or cancellation of the order in progress. The Seller undertakes to keep the Buyer informed in the event of total or partial deferred delivery.
6.2. The Products travel at the Buyer’s own risks, and it is the Buyer’s responsibility to check the condition, quantity and quality of the Products and therefore their conformity with the content of the order placed.
In this respect, the Buyer undertakes to:
• take possession of the Seller’s Products covered by the order at the agreed places, dates and times, and check their conformity with the order;
• report upon receipt any defect regarding these Products, in particular by indicating the necessary written and precise observation on the carrier’s document, whether the carrier was engaged by the Seller or by the Buyer, and to confirm such observation to the carrier by registered letter with acknowledgement of receipt within three (3) days, excluding public holidays, in accordance with Article L.133-3 of the French Commercial Code, producing any evidence necessary to demonstrate such anomalies, shortages or apparent defects;
• confirm to the Seller the anomalies, shortages or apparent defects observed, by registered letter with acknowledgement of receipt within eight (8) days, excluding public holidays, following receipt of the Seller’s Products, accompanied by the evidence necessary to demonstrate such anomalies, shortages or apparent defects;
• any Product that has not been the subject of reservations to the carrier and to the Seller within the above deadlines and according to the above procedures and conditions shall be deemed compliant and accepted by the Buyer.
6.3. Apart from issues of damage related to carriage, shortages, apparent defects or order non-conformity referred to in paragraph 6.2 above, all other Buyer claims regarding Product quality, non-apparent defects or hidden defects must, in order to be taken into account by the Seller, be sent to the Seller by registered letter with request for acknowledgement of receipt, expressly specifying the Product concerned, including where applicable its serial number, and must be accompanied by the purchase invoice and, more generally, by all information and evidence concerning the reality of the defects observed.
6.4. In the cases provided for in paragraphs 6.2 and 6.3 above, the Buyer must allow the Seller to check the apparent defects or hidden defects and, where applicable, to provide a solution. The Buyer shall therefore refrain from intervening itself or from using a third party for this purpose. The Buyer must also take all measures to avoid aggravating the apparent defects or hidden defects observed; failure to comply with this condition shall exclude any liability action, where applicable, brought against the Seller.
In the cases provided for in paragraphs 6.2 and 6.3 above, Products may not be returned without the Seller’s prior written consent, evidenced by a return form completed by the Seller and sent to the Buyer. The costs and risks relating to return carriage of the Products shall remain, unless otherwise agreed in writing by the Seller, at the Buyer’s expense.
Any return refused by the Seller, or any Product returned without the Seller’s prior consent, shall not give rise to the issue of a credit note or to replacement. In addition, in such cases, the Seller’s After-Sales Service shall send the Buyer a repair quotation including the cost of intervention and, where applicable, travel expenses. If the Buyer does not accept the terms of the repair quotation within a maximum period of 30 days, the Seller shall return the Product to the Buyer, who shall bear the costs and risks relating to return carriage.
Any return accepted by the Seller shall give rise, at the Seller’s choice, to the issue of a credit note in favor of the Buyer or to replacement of the Products, to the exclusion of any damages or indemnification.
6.5. The specific provisions relating to the procedures for applying the contractual warranty for the Products are defined in paragraph 8.1 below.
6.6. Return of new non-defective Products
Except in the cases provided for in paragraphs 6.2 and 6.3 above, the Seller grants the Buyer the right to return new Products without having to justify or give reasons for its return request, subject to compliance with the following conditions and procedures:
- the Products must be new, meaning that they must have been purchased from the Seller within the lat two months, the purchase invoice date being conclusive evidence. The Products must not have been assembled or modified, whether by a third party, the Buyer or sub-purchasers, and the packaging must not have been opened or damaged;
- even in this case, new non-defective Products may not be returned without the Seller’s prior written consent, evidenced by a return form completed by the Seller and sent to the Buyer. The costs and risks related to return carriage of the Products shall remain, unless otherwise agreed in writing by the Seller, at the Buyer’s expense;
- specific, customized or made-to-order products are excluded from this return arrangement;
- once the return of the products has been accepted by the Seller, the Seller shall issue a credit note in favour of the Buyer under the following conditions:
- no deduction if the request is made within 15 days of delivery and is accompanied by a replacement or substitution order;
- a 30% deduction if the request is made within 15 days of delivery but is not accompanied by a replacement or substitution order;
- a 30% deduction if the request is made within 60 days of delivery;
- no return shall be accepted after 60 days.
T7. USE OF PRODUCTS – PRODUCT DEVELOPMENTS
Given its status as a professional, the Buyer shall be solely responsible for the choice, storage and use of the Products it purchases from the Seller. In this respect, it declares that it is fully informed of the characteristics and developments of the Products purchased from the Seller. The Products are delivered with technical documentation compliant with legal requirements. The Buyer undertakes to read this documentation and to pass it on related parties.
The Buyer acknowledges that it has been able to obtain all necessary information concerning their packaging, storage conditions, use and operation and, consequently, that it has purchased and used them with full knowledge of the facts. The Buyer alone shall be responsible for determining and ensuring the appropriateness and suitability of the Seller’s Products for their intended purpose and the circumstances in which they will be used. Any advice or information provided by the Seller concerning the appropriateness and applications of the Products shall not relieve the Buyer from carrying out its own tests and checks.
The Seller retains the right to modify its Products at any time and without notice. Consequently, no costs may be claimed for the removal of old components or for the implementation of upgrades.
8. WARRANTIES – LIABILITY
8.1. Unless otherwise specified, the Products sold are contractually warranted by the Seller to the Buyer or sub-purchaser against any defect in material, manufacture or operation appearing within a period of twelve (12) months from the date of delivery or taking possession.
8.2. The warranty applies only if the Buyer has fulfilled the general obligations under this contract and, in particular, the payment and warranty conditions.
This warranty is strictly limited to the Products supplied by the Seller and does not apply to the apparent defects and/or shortages referred to in paragraph 6.2 above.
Where the Products are incorporated by the Buyer or by a related party into any equipment whatsoever, the latter are solely responsible for the adaptation, choice and suitability of the Seller’s Products. In particular, the warranty is not granted in the event of faulty assembly, adaptation, design, relationship or operation of the whole or parts of the whole thus created.
All warranty is excluded in the event of failure to comply with the Seller’s recommendations, misuse, negligence or lack of maintenance by the Buyer or any other sub-purchaser.
Defects or deterioration of the Products resulting from an external accident or from abnormal storage and/or preservation conditions at the Buyer’s or sub-purchaser’s premises shall not entitle the Buyer to the Seller’s warranty.
The warranty does not apply when replacement or repair results from normal wear and tear, abrasion or corrosion of the Product, or from force majeure.
This warranty is also excluded in the event of a defect resulting from repair or intervention by a third party on the Products, in the event of the Buyer’s misjudgement of its needs, and in the event of modifications made to the Products.
Where the Products are assembled by the Seller according to the Buyer’s plan and/or instructions, the Seller may not be held liable in the event of a defect due to erroneous design. The Seller’s warranty is therefore excluded.
Where the Buyer assembles and installs the Products sold, all warranty is excluded in the event of a defect resulting from the assembly and/or installation of the Product by the Buyer, as well as in the event of failure to comply with the assembly and user instructions supplied, where applicable, by the Seller.
Finally, under this contractual warranty, which is limited, at the Seller’s choice, to replacement or repair of the warranted Products deemed defective, the Seller may not be held liable for other direct material damage caused to the Buyer or to its customers/sub-purchasers, nor for consequences of any nature that the defects may have caused. Likewise, the Seller may not be held liable for any supplier supply issue whatsoever.
Accordingly, under no circumstances shall the Seller be required to compensate immaterial or indirect damage such as operating losses, loss of profit, loss of opportunity, commercial loss, reputational damage or loss of earnings.
8.3. In order to assert its rights under the above contractual warranty, the Buyer must, under penalty of forfeiture of any related action, inform the Seller, by registered letter with request for acknowledgement of receipt, of the existence of the defects within a maximum period of 72 hours from their discovery, occurring during the contractual warranty period.
The Buyer must provide the purchase invoice or warranty certificate, as well as any evidence concerning the reality of the defects observed.
Once this information has been notified to the Seller within said 72-hour period, the Buyer must return, at its own expense, to the Seller the Product that it considers to be affected by a defect, within fifteen days of its discovery.
The Seller alone is authorized to carry out, directly or indirectly, any observation and verification in its workshops.
Its warranty is limited, at the Seller’s choice, to replacement or repair of the warranted Products deemed defective.
In the event of replacement, the new Product shall be invoiced, and the invoice shall be cancelled by a credit note once the defective Product has been received and considered as such by the Seller. Interventions under the warranty shall not have the effect of extending its duration.
8.4. In any event, the Seller’s civil liability, all causes combined with the exception of personal injury and gross negligence, is limited to an amount capped at the sums collected for the sale that is the subject of the dispute.
8.5. In the event of intervention on the product sold, the following is defined:
• If the cause of the intervention is attributable to HYDROKIT’s liability and the intervention is performed by the customer: [Number of hours × labour sale price (€55)] + [Number of km × €1.24, driving time included].Travel expenses shall be re-invoiced at actual cost, upon proof of supporting documents.
• If the cause of the intervention is attributable to the customer’s liability, the customer must request a quotation from HYDROKIT and then place an order.
9. SELLER’S INTELLECTUAL PROPERTY RIGHTS
For all necessary purposes, it is hereby reiterated that the Seller holds exclusive rights over the trademarks and distinctive signs, as well as other intellectual property rights relating to its Products, including in particular technical and commercial data sheets, plans, photographs, etc., without this list being exhaustive, as owner thereof.
Consequently, the Buyer may not acquire, modify, exploit or file any industrial or intellectual property right, such as patents, drawings, designs, trademarks, trade names, references and other distinctive signs of the Products, licensed to or belonging to the Seller, and in particular over the Products, technical or commercial documentation, names, trademarks, etc.
Any exploitation, production, modification and, more generally, any use contrary to the Seller’s rights shall give rise, at the Seller’s discretion, to any civil or criminal action intended to stop such behaviour and remedy the loss suffered.
The Buyer undertakes not to file, directly or indirectly, within the territory or outside it, any patents, drawings, designs, trademarks, trade names, references or other distinctive signs licensed to or belonging to the Seller, or resembling them, nor to incorporate them, even partially, into its name or any of its distinctive signs or domain names.
The Buyer undertakes to inform the Seller without delay of any infringement of the Seller’s industrial or intellectual property rights within the territory that comes to its knowledge. The Buyer undertakes to use its best efforts to assist and help the Seller protect itself against such infringements.
10. FORCE MAJEURE
The Seller reserves the right to suspend or terminate all or part of the sale automatically in the event of force majeure events or fortuitous events such as, in particular, strikes, lock-outs, bad weather, insufficient quantities of Products on the market likely to stop or reduce the sale of its Products, or any causes not directly and exclusively attributable to the Seller.
The Seller shall inform the Buyer thereof as soon as possible. Orders in progress shall therefore be postponed until the end of the force majeure event.
11. RETENTION OF TITLE CLAUSE
THE PRODUCTS ARE SOLD SUBJECT TO RETENTION OF TITLE: TRANSFER OF OWNERSHIP IS CONDITIONAL UPON FULL PAYMENT OF THE PRICE BY THE BUYER ON THE AGREED DUE DATE.
The Seller retains ownership of the Products sold to the Buyer until full and effective payment to the Seller of the entire price. The Products are considered effectively paid for when the total price, including all taxes, has been definitively credited to the Seller’s bank account. Failure to pay any instalment may therefore result in the reclaiming of these Products. Nevertheless, from delivery, the Buyer assumes liability for any damage that these Products may suffer or cause.
12. CONFIDENTIALITY - NON DISCLOSURE
The parties mutually undertake to comply with a general confidentiality obligation covering any oral or written information, whatever its nature and whatever its medium, exchanged in connection with the preparation and performance of the contract, except for information that is generally known to the public or that becomes so otherwise than through the Buyer’s fault or act.
The Buyer undertakes to take all necessary measures to ensure compliance with this confidentiality obligation throughout the term of the contract and even after its expiry, and guarantees compliance with this obligation by all of its employees. This obligation is an obligation to achieve a specified result.
13 - PERSONAL DATA – DATA PROTECTION
The Parties mutually authorise each other to collect, process and transfer personal data concerning them or concerning their Customers, in particular for the purposes of performing this Contract.
Such data may be transmitted to any contractors or entities of their group for the purposes of performing their respective activities. They are retained for the statutory retention period and are processed as confidential information.
The Parties have a right of access, modification, rectification and erasure of the data concerning them, in accordance with the French Data Protection Act of 6 January 1978, as amended, by contacting the DPO at dpo@hydrokit.com.