PREAMBLE

These general terms and conditions of sale (hereinafter the “GTCs”) are applicable to sales by the company HYDREKA SAS, a simplified joint stock company with a single shareholder with capital of 454,230 euros, whose registered office is at 51 Avenue Rosa Parks in Lyon (69009), registered with the Lyon RCS under number 344 069 935 (hereinafter “HYDREKA”), to all professionals (hereinafter the “Customer”) under the conditions and according to the procedures described below.

HYDREKA and the Customer are collectively referred to as the “Parties”.

HYDREKA offers all the services and measurement chains for the entire water cycle in France and abroad, making it possible to better manage and preserve water resources and healthy water and wastewater networks (“Products”).

Any order automatically entails the Customer’s unreserved acceptance of all the conditions set out in these GTCs and their waiver of any stipulation of their own conditions which would be incompatible with these GTCs.

These current GTCs may be subject to change. Therefore, it is understood that the applicable GTCs are those in force on the day the order is placed, unless otherwise agreed between the Parties.

1        ORDER

HYDREKA shall offer the Customer a quote adapted to the requests made by the latter (hereinafter the “Quote”).

Any acceptance of the Quote implies full and unreserved acceptance by the Customer of these GTCs, and shall constitute an order (hereinafter the “Order”).

From the acceptance of the Quote, any modification or cancellation of the Order by the Customer can only be carried out upon acceptance by HYDREKA. Any additional cost resulting from the modification of an Order accepted by HYDREKA shall remain the responsibility of the Customer, unless expressly agreed otherwise in writing.

Orders placed by telephone shall only be taken into consideration upon receipt of written confirmation of the Order.

HYDREKA only undertakes to accept Orders for an amount greater than one hundred (100) euros excluding tax. In the event that the establishment of the Quote would show a lower amount, the Customer may increase the volume of their order in order to reach the minimum order amount required. Otherwise, an administration fee of thirty (30) euros shall apply.

2        PRICE

2.1 Price determination

The prices communicated to the Customer in the Quote are indicated in euros excluding taxes, departure from HYDREKA workshops, and packaging material (excluding specific packaging).

In the event of a change in the VAT rate in force between the date of establishment of the Quote and the billing date, this change in rate shall be immediately reflected in the invoice price.

2.2 Terms of payment

Invoices shall be sent to the Customer under conditions chosen by HYDREKA.

Unless expressly agreed otherwise, invoices issued by HYDREKA shall be paid within a maximum period of 30 days from the date of the invoice by bank transfer or cheque.

All invoices are payable to the HYDREKA head office.

HYDREKA reserves the right, for invoices of small amounts, to demand, in the Quote, full payment of the Order in a single payment by transfer (or cheque attached). In this case, it shall be expressly mentioned on the Quote as well as on the invoice.

In any event, no discount shall be granted for full single or advance payments.

Any discount, reduction or deduction offered by HYDREKA in the Quote only applies to the Customer in accordance with the Order referred to in these GTCs. These GTCs do not authorise the Client, a sister company, a subsidiary, a partner company, or an associate to benefit from said discounts, reductions or other markdowns.

2.3 Penalties for late payment

In the event of late payment on a single invoice, HYDREKA may suspend all current orders, whether certain orders have been paid or not, without prejudice to any other course of action.

Unpaid invoices when due shall be increased automatically and without prior notice at the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten percentage points, and this without prejudice to all other costs, compensation and damages provided for in particular by new articles 1231-1, 1231-6 and 1343-2 of the Civil Code as well as compensation for recovery costs amounting to the sum of 40 euros minimum according to the rules of the Commercial Code.

In all cases referred to above, any sums due for other deliveries or for any other reason shall immediately become due even if HYDREKA does not opt for termination of the relevant orders. The Customer shall reimburse all costs incurred through the disputed collection of sums owed, including fees for judicial officers.

Any delay in payment may result in the cancellation of commercial reductions granted by HYDREKA to the Customer under any document binding the Parties. Under no circumstances may payments be suspended or be the subject of any compensation without the prior written agreement of HYDREKA.

3        DEADLINES

All deadlines mentioned by HYDREKA on the Quote or any other contractual document are given as an indication and can in no way engage the responsibility of HYDREKA.

The Customer thus expressly acknowledges that no compensation or cancellation can be generated due to any delay in relation to the deadline given by HYDREKA as an indication.

Unless otherwise specified, the indicative deadlines given by HYDREKA are understood to be “Departure from Factory”.

4        DELIVERY

HYDREKA shall choose the delivery method most suited to the Customer’s order.

The Customer may indicate to HYDREKA which mode of transport they prefer to use, HYDREKA remaining free to adopt it or not. In the event of an additional cost compared to HYDREKA’s initial transport choice, the potential additional cost shall be borne by the Customer.

The Customer is responsible for checking the good condition of the equipment delivered by the carrier. It undertakes to report to the carrier on the day of receipt and to HYDREKA within 48 hours by email, any damage that may have been caused during transport. After this period, the equipment received will be considered functional and the quantities indicated on the delivery note as actually received. The reservations on the carrier’s delivery note are not sufficient: they must be confirmed by registered letter to the carrier within 3 days. The reservations must be precise and complete as to the nature of the visible damage to the packaging and relate mainly to the condition of the goods: number of missing parts, damage or damage to the goods.

5        WARRANTY

HYDREKA places the Products (excluding batteries and consumables) under warranty against any defect, manufacturing or material defect for a period of twenty-four (24) months from the date of the invoice, unless specifically stated on the Quote, in particular in the case of prototypes.

In the event of flaws or defects in the Product, the Customer shall notify HYDREKA in writing without delay, and at the latest within seven (7) days after becoming aware of them, or from the date on which they should have become aware of it, and in any event before the expiry of the warranty period. If applicable, the defective Product shall be received at the indicated HYDREKA technical HUB within 1 month after the approved notificaton.

If the Customer fails to notify HYDREKA of such a defect or flaw or ship the defective product to HYDREKA within the time limits expressed in this article, they lose all rights to claim repair of the Product, as well as any compensation whatsoever.

In the event of written notification of the defect or flaw in accordance with the provisions of this article, HYDREKA shall approve or not the notification. In case pf approval, HYDREKA shall at their discretion, repair or replace the defective Product.

The Products obtained by the Customer following a repair or replacement shall be under warranty for a period of 6 months from the commissioning of the replaced or repaired part.

In any case, the warranty of a Product or a part of a Product, whether it has been replaced or repaired, cannot be extended to more than thirty-six (36) months following the date of commencement of the initial warranty.

HYDREKA does not place the Products (whether original or resulting from a repair or replacement) under warranty:

• Against normal wear and tear
• That have been used in a manner inconsistent with that recommended by HYDREKA
• That include materials or parts supplied or designed by the Customer
• That have been repaired, maintained, or otherwise in a manner not in accordance with that recommended by HYDREKA

In the event of a return taken under warranty of a prototype or any product with the RPRO reference, Hydreka reserves the right either to replace the defective product identically, or to replace it with an equivalent product, or to reimburse it to up to 50% of its initial price.

6        LIMITATION OF LIABILITY

In any event, HYDREKA’s liability towards the Customer shall in all cases be limited to the amount of the Order.

HYDREKA cannot be held responsible for any other direct or indirect damage suffered by the Customer, in particular caused by a delay in delivery compared to the delivery date mentioned for information in the Quote.

HYDREKA shall in no case be responsible for any indirect or immaterial damage whatsoever that may potentially suffered by the Customer, and in particular for any financial or commercial damage, loss of profits, or loss of data, even if HYDREKA has been informed of the possibility of such loss or damage.

7        RETURNS

Without prejudice to the provisions of article 5 of these GTCs, no return of Products purchased by the Customer shall be accepted without the prior agreement of HYDREKA.

If a return is accepted by HYDREKA, the Customer shall bear the transport costs necessary for the return.

8        CODE OF GOOD CONDUCT – ANTI-CORRUPTION FIGHT

The HYDREKA company, belonging to the Halma group, undertakes to respect the group’s code of conduct, which can be consulted on the site www.halma.com.  

In addition, HYDREKA is an ethical company which attaches particular importance to the fight against fraud and corruption and which intends that any person or company in relation to HYDREKA adheres to the same principles and scrupulously respects the regulations in force, and in particular the “Law on transparency, the fight against corruption and the modernisation of economic life” of 9 December 2016 as well as the “UK Anti Bribery Act”.

9        PERSONAL DATA

HYDREKA practices a personal data protection policy, the characteristics of which are explained in the document entitled “Confidentiality policy”, and which the Customer is expressly invited to read on the HYDREKA website (hereinafter the “Website”) at the following address: https://hydreka.com/politique-de-confidentialite/.

HYDREKA declares in particular that it collects data relating to the Customer as part of its activity and stores them on their account as part of the performance of its obligations (hereinafter the “Data”). These Data constitute personal data within the meaning of law no. 78-17 of 6 January 1978, amended by law no. 2004-801 of 6 August 2004 and the General Data Protection Regulations. They acknowledge that they are solely responsible for processing established as such.

HYDREKA therefore undertakes to comply with all the legal and regulatory obligations incumbent upon them in terms of the protection of personal data aimed at guaranteeing in particular the security and confidentiality of Data.

To this end, HYDREKA undertakes to (i) not make any copy of the Data without the express consent of the Customer, (ii) to use the Data only on the Customer’s instruction and in the context of the sale of the Products, (iii) not to disclose or transmit the Data to third parties except with the express agreement of the Client to this effect, (iv) take any measure to avoid any misuse or fraudulent use of the Data, (v) take all technical security measures to preserve Data integrity, (vi) proceed at the end of these General Conditions to destroy the Data.

In accordance with the amended Data Protection Act of 6 January 1978 and the General Data Protection Regulations of 27 April 2016, the Customer has the right to access, rectify, erase, data, to data portability, and to limitation of the processing of personal data.

The Customer has a right to object to the processing of the Data, as well as a right to object to this data being used for commercial prospecting purposes. They also benefit from the right to define the manner in which these rights may be exercised after their death.

HYDREKA has appointed a Data Protection Officer to monitor compliance with the obligations defined in this article, who can be contacted at the following address:

dpo@hydreka.fr

DPO

Finance Department

51 Avenue Rosa Parks

69009 Lyon – France

To exercise the rights covered by this article, the Customer must contact the said personal data protection officer directly.

10      CONFIDENTIALITY

The Parties undertake to keep all information or data that may be exchanged in the context of the execution of the present tasks confidential.

Notwithstanding the aforementioned, unless the Customer expressly prohibits, HYDREKA is authorised without restriction to mention the Customer’s name and their logo as part of its commercial promotion and in particular on its website.

11      RESERVATION OF OWNERSHIP

THE PRODUCTS, SUBJECT TO THESE GTCS, ARE SOLD EXPRESSLY SUBORDINATE TO THE TRANSFER OF THEIR OWNERSHIP THROUGH THE FULL PAYMENT OF THE PRICE IN PRINCIPAL AND ACCESSORIES.

It is, however, understood that the simple delivery of a document creating an obligation to pay, draft or other, does not constitute a payment within the meaning of the clause, the original claim of HYDREKA on the Customer thus remaining with all the guarantees attached therein, including retention of title, until such commercial paper has actually been paid. The provisions above are not an obstacle from the delivery of the goods to the transfer of risks to the Customer for the loss or deterioration of goods that are subject to the reservation of ownership, or any damage they might cause. The Customer must take out insurance covering the risks arising from the delivery of the goods.

As long as the price has not been paid in full, the Customer must identify the goods delivered under these GTCs and not mix them with other goods of the same nature from other suppliers. In the absence of individualisation, HYDREKA may demand reimbursement or take back the one still in stock. In the event of garnishment or any other intervention by a third party on the goods, the Customer must inform HYDREKA without delay in order to enable them to oppose it and to preserve their rights. The Customer is further prohibited from pledging or creating security over the goods. In the event of termination of the order by operation of law for default or late payment, the Customer shall be obliged to immediately return the Products received at their expense.

As such, the Products still in the possession of the Customer, and identical to those ordered and delivered by HYDREKA, are presumed to be those unpaid. In the event of a claim, down payments already paid shall be forfeited to HYDREKA as compensation. In the event of the opening of a collective procedure such as a safeguard, reorganisation or judicial liquidation procedure by the Customer, HYDREKA reserves the right to claim the Products in accordance with the legal rules in force.

The Customer must also inform, as soon as possible, of the opening of collective proceedings against them so that HYDREKA can preserve their rights as owner and creditor if applicable.

12      FORCE MAJEURE

HYDREKA cannot be held liable if the non-performance or delay in the performance of one of its obligations described in these GTCs results from a case of force majeure. In that respect, force majeure refers to any unforeseeable or unstoppable external event in the sense of article 1218 of the Civil Code.

13      APPLICABLE LAW AND ALLOCATION OF JURISDICTION

The relations between the Parties governed by these GTCs are subject to French law.

In the event of difficulties in the performance of the obligations appearing in these GTCs, the Parties shall above all seek an amicable solution.

In the event that they do not succeed, all disputes to which these GTCs may give rise, in particular those concerning their validity, interpretation or execution, shall be submitted to the Commercial Court of Lyon, including for claims made in summary proceedings or in the event of a guarantee appeal or multiple defendants, by express attribution of territorial jurisdiction.