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.
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 three (33) euros shall apply.
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
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”.
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.
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 notification.
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 of 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:
(a) Against normal wear and tear
(b) That have been used in a manner
inconsistent with that recommended by HYDREKA
(c) That include materials or parts supplied or
designed by the Customer
(d) 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.
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 “tWebsite”) 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:
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.
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.
1 OBJECT OF THE RENTAL TERMS AND CONDITIONS
These General Rental Terms and Conditions are applicable to the services described below (hereinafter referred to as the ‘Services‘) provided by HYDREKA SAS (hereinafter referred to as ‘HYDREKA‘), to all professionals and legal entities, (hereinafter referred to as the ‘Customer‘) under the conditions and according to the procedures described below. The Services provided by HYDREKA relate to the rental of measurement chains and accessories, as outlined in each rental quotation/contract, as well as installation, assistance and training services.
2 ORDERING PROCESS
Acceptance of a quotation implies full and unreserved acceptance by the Customer of the General Rental Terms and Conditions which prevail over any clauses or stipulations to the contrary that may appear on the Customer’s order forms and/or all General Terms and Conditions of Purchase.
The signing of a quotation (including the General Rental Terms and Conditions) constitutes a commitment between HYDREKA and the Customer, under the conditions defined below.
In addition to the General Rental Terms and Conditions, HYDREKA and the Customer are free to enter into a contract. In case of conflict between the aforementioned contract and these General Rental Terms and Conditions, the Contract prevails.
HYDREKA is not bound by the quotations until they have been signed. HYDREKA reserves the right to refuse any Order Form without having to justify its decision.
Acceptance by the Customer of a quotation entails the conclusion of a contract, consisting of the quotation and the General Rental Terms and Conditions (‘the Contract‘).
The Services are carried out according to the rental period set out in the quotation. HYDREKA is bound by a simple obligation of means for the performance of the Services.
HYDREKA reserves the right to assign the Contract concluded with the Customer and/or to subcontract certain Services, which the Customer expressly accepts.
Once a quotation has been accepted, it can only be modified or cancelled with the express written consent of HYDREKA and any expenses or inherent costs will be borne by the Customer.
If an order is cancelled after collection by the carrier or the Customer, within a maximum of 2 days, the contribution to the costs incurred as well as to operating losses will be 30% of the contract amount. For a cancellation occurring less than 5 working days before the planned collection date, this contribution will be 20% of the contract amount. Contribution is capped at €500 excluding VAT and excluding transport costs.
3 COLLABORATION DUTIES OF THE CUSTOMER
Contact person. Any request from the Customer concerning the project is presumed to be made by a person having the power to do so. Failing that, the Customer shall designate one or more contact persons having sole capacity to represent it. The Customer shall inform HYDREKA of the identity and contact details exclusively by email within eight (8) days of signing the quotation.
The Customer must take the initiative to provide HYDREKA by all means with the names and means of communicating any new contact person during the execution of the Contract in the event of replacement of those initially designated.
Customer collaboration. The contact person is responsible for the equipment and records throughout the rental period, including any renewals. The Customer undertakes to follow best practice and common sense in the use and preservation of the rented equipment. It will also ensure that the personnel assigned to operate this equipment have the professional skills necessary for safe use.
Any modification made directly by the Customer without prior validation from HYDREKA, or any violation of the aforementioned obligations, releases HYDREKA from any contractual liability towards the Customer.
Transport of equipment outside mainland France. The Customer acknowledges that the rented equipment is fully owned by HYDREKA and undertakes not to transport this equipment outside the borders of Metropolitan France without the prior written consent of HYDREKA.
HYDREKA reserves the right to suspend the Service, automatically and without further formality, in the event that the Customer fails to fulfil one of its major obligations mentioned above. In the event that HYDREKA finds itself obliged to suspend the Service due to the Customer’s failure to perform the obligations stipulated in this Article, the Customer remains fully liable for the full payment of the Quotation to HYDREKA.
4 SHIPPING, RECEIPT AND RETURN OF EQUIPMENT
Some equipment is considered hazardous under transport regulations and is likely to be subject to special packaging, documentation and processing conditions.
4.2 Transport provided by the customer
In the event that the Customer wishes to define a mode of transport different from that recommended by HYDREKA or simply to take charge of the transport of the rented equipment, the effective date of provision of the equipment is recorded as one day after the date of collection of the equipment from the HYDREKA premises.
4.3 Receipt of the equipment by the customer
The Customer is responsible for checking the good condition of the equipment delivered by the carrier. It undertakes to notify the carrier on the day of receipt and HYDREKA within 48 hours of 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 slip as actually received.
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 to the goods.
4.4 Returning equipment
The Customer will in all cases reuse the packaging provided by HYDREKA. It will take care to properly package the equipment entrusted to it in order to avoid any deterioration during transport. In particular, if the material arrived on a pallet, it will be advisable to keep the pallet for the return and to repack this material on the pallet.
For the safety of everyone involved in the handling and use of the rented equipment, the Customer must ensure that the equipment it returns is cleaned and free from any biological, chemical or ionizing pollution. The Customer is responsible on this point. Should this not be respected, HYDREKA reserves the right to charge a cleaning fee.
4.5 Incomplete return of equipment
If the equipment returned is incomplete, the Customer will be sent a list of the missing items by email. An extension will be established according to article 5.1. Any delay in returning equipment may be invoiced by HYDREKA as of right and without prior formality to the Customer within 10 working days. Accessories such as batteries, chargers, supports, cases, trunks, etc. will be invoiced at the current price in the event of a non-return.
4.6 Return of equipment using UPS
The Customer arranges the collection of the equipment on the date and at the address of its choice on the following site: https://hydreka.com.
The corresponding collection costs remain the responsibility of the Customer. The rental end date will be recorded on the date of effective removal of the equipment from the site by UPS.
4.7 Return of equipment using a carrier other than UPS
Hydreka will arrange, at the Customer’s request, the collection of the equipment using its usual transport services. The corresponding collection costs remain the responsibility of the Customer. For rental in France, the rental end date will be recorded on the date of effective removal of the equipment from the site by the carrier dispatched by HYDREKA. For international rental, transportation periods are integral part of the rent and the return conditions are based on the incoterm originally defined.
4.8 Return of equipment provided by the customer
The Customer can take care of returning the equipment using a mode of transport it deems best suited. The rental end date will be recorded as one day before the equipment arrives at the HYDREKA premises.
If the rented equipment is considered “hazardous” within the meaning of IATA regulations, the Customer must have it packaged in accordance with the standards in force. In the event of customs blocking of the returned equipment, the Customer will take care of the customs clearance formalities. If it is impossible for the Customer to return the equipment to Hydreka noted no later than 30 days after the initially expected date of receipt, the equipment will be invoiced to the Customer, minus a discount in order to take into account its obsolescence.
5 RENTAL PERIOD
The rental period is based on a non-divisible period of 7 days. Every week started is a full week due. The duration is fixed in the rental proposals and can be extended by request of the Customer, specifying the extension period and following the written consent of HYDREKA. HYDREKA reserves the right to request the return of the equipment at the end of the rental period indicated on the relevant order.
In the case of mismatched chains, the rental period of each chain will be calculated from the date of return of the last element in the chain, unless there has been a written agreement with the HYDREKA rental service.
The maximum rental period for equipment is 1 year, including extensions. Beyond this period, the equipment must be returned to Hydreka and a new contract is created if necessary.
5.2 Reduction of the rental period
The reduction of the rental period for any reason whatsoever will be subject to a price revision calculated in relation to the current rate and depending on the actual rental period.
HYDREKA will invoice a lump sum by way of compensation for the administrative costs generated equivalent to 5% of the invoice amount excluding tax with a minimum of €70. No credit note below €50 will be issued in this respect.
6 CALIBRATION CERTIFICATE
The equipment rented by HYDREKA is subject to either a calibration or an inspection respecting the manufacturer’s recommendations in terms of precision and duration. Concerning pressure and level sensors, HYDREKA has equipped itself with a pressure bench whose pressure metrological references are verified annually by a ‘COFRAC‘ certified body. For these devices, at each check, these certificates are backed up.
HYDREKA may provide the calibration certificates for these products by email or by post to the Customer within a maximum of 7 working days from the date of such request.
In the event that the Customer wants specific certificates before delivery, the order must specify this and will be subject to an additional invoicing of €15 per certificate.
The Customer undertakes to seek HYDREKA’s contractual liability only in the event of gross or intentional fault by HYDREKA. HYDREKA is liable to compensate only personal, direct, certain and foreseeable damage.
Thus, in any event, HYDREKA shall in no case be responsible for any indirect or immaterial damage whatsoever that may potentially be 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.
Whatever the cause, HYDREKA can in no way be held responsible for the financial, commercial or economic difficulties of the Customer, and in particular for the opening of collective proceedings against it and the consequences of opening said procedure.
If, the Customer considers that the Rental Service does not comply with the order, it must, within a period of fifteen (15) days from delivery, notify by registered letter with acknowledgment of receipt of the malfunction(s) that it attributes to HYDREKA, and provide any justification as to the reality of such malfunctions. In the absence of notification within the period mentioned, the Customer loses all right to seek redress from HYDREKA.
During the term of the Rental Service, the Customer is responsible for any technical or financial damage linked to the loss, destruction, damage or theft of the equipment installed.
In any event, in the event of gross negligence or wilful misconduct committed by HYDREKA, its total and overall liability will be limited to the foreseeable damage within a ceiling corresponding to the amount of the signed Contract.
8 PRICE AND PAYMENT
Price. The price of each Service is indicated in the quotation accepted by the Customer. It is indicated to the exclusion of all costs, taxes and charges payable to tax, customs or other authorities.
Its payment is irrevocable for the duration of the Contract. Any services not provided for in the Contract and their remuneration may be subject to amendments; the agreement to these amendments can be given by any means by the Customer (including email). The currency of the account and the payment are indicated on the quotation. Unless otherwise indicated, the currency is the euro. In the event of payment by bill of exchange, the latter must be, within ten days of the invoice date, sent to HYDREKA signed, accepted and indicating the place of payment.
Any discount, reduction or deduction offered by HYDREKA in the quotation only applies to the Customer in accordance with the Order Form referred to in these General Rental Terms and Conditions. These General Rental Terms and Conditions do not authorise the Customer, a sister company, a subsidiary, a partner company, or an associate to benefit from said discounts, reductions or other markdowns.
Invoicing terms: The Services are invoiced to the Customer on a monthly basis in arrears. Unless expressly agreed otherwise, invoices issued by HYDREKA shall be paid within a maximum period of 30 days from the date of the invoice. Payment is made by bank transfer or direct debit, said transfers or direct debits being deemed to have been made on the date the funds are made available to the HYDREKA account. This invoicing method will be repeated for as many months as the equipment is not returned to HYDREKA’s premises.
Any contract is invoiceable by HYDREKA as of right and without prior formality to the customer within 5 working days after delivery, even in the absence of an order number.
Likewise, in the event of non-compliance of the ‘Order Form‘ issued by the Customer, the latter will have a period of 5 working days to regularise it from the date of shipment.
If the Customer keeps all or part of the equipment after the end of the initial contract, an invoice will be sent, and in the absence of a new order, the initial order number will be reported. This invoicing system will be repeated as long as the renter has HYDREKA rental equipment in their possession.
Consequences of late payment. In the event of late payment, the Customer will automatically owe interest for late payment, calculated on the basis of all pending sums, subject to an interest rate three times the statutory interest rate in force in France, from the due date until payment has been made in full. Compensation for delay begins to run the day after the invoice becomes due. Any delay or default in payment by the Customer for at least one monthly instalment will result in the expiration of the term and the immediate payment of the full Contract amount. Any amount pending is also increased by a lump sum of forty euros (€40) to cover recovery costs.
Any delay in payment entails the right, for HYDREKA, to request the return of the rented equipment.
Invoicing software support and data hosting site. HYDREKA reserves the right to issue a contract in the event of invalidity of the software used by the Customer or at the end of the validity of the license to use the software.
Insurance covers the transport of materials to and from and accidental damage EXCLUDING THEFT AND VANDALISM during the rental period. Insurance is invoiced at the rate indicated on the quotation price, taking into account the amount of the rental.
Accidental damage insurance is only applicable on the double condition that:
– The equipment is returned to the HYDREKA premises, and
– The equipment is checked and validated by HYDREKA.
In the second case,
– Either the equipment is recognised to have been accidentally damaged; in this case HYDREKA will bear the cost of repair
– Or the damage to the equipment is recognised as not being accidental; in this case HYDREKA will establish a repair or repurchase offer taking into account the poor condition of the device. This offer will be subject to an order form for invoicing.
Each case will be carefully examined in order to best meet the Customer’s expectations.
Risks not covered by HYDREKA under this insurance are the responsibility of the Customer.
HYDREKA reserves the right to ask the Customer to produce the documents justifying the coverage of the equipment rented at replacement value.
Malfunction of the rented equipment. In the event of a breakdown of the rented equipment, HYDREKA will replace it as soon as possible and within the limits of available stocks. The resulting costs from the replacement remain the responsibility of HYDREKA. HYDREKA’s liability towards the customer shall in all cases be limited to replacement or if replacement proves impossible, to reimbursement of the amounts received for the rental of the defective equipment. HYDREKA declines all responsibilities other than those described above with regard to the consequences of equipment malfunction. It is the Customer’s responsibility to report any malfunction to HYDREKA within 5 days and then return the defective material within one week. Otherwise, the equipment will be considered operational and will be invoiced at the rate of the relevant order.
All complaints must be reported within 5 working days to the following email address, email@example.com..
10 FORCE MAJEURE
HYDREKA cannot be considered liable if the non-compliance or delay in the execution of one of its obligations described in these general conditions of sale arises from an event of force majeure. In that respect, force majeure refers to any unforeseeable or unstoppable external event within the meaning of Article 1148 of the French Civil Code.
In the event of an unforeseen event preventing the normal performance of HYDREKA’s Services, even if the circumstances do not constitute a case of force majeure, HYDREKA reserves the right to suspend the performance of its Services for the entire duration of said circumstances, and undertakes to inform the Customer thereof.
11 confidentiality – advertising – personal data (GDRP) OBJECT OF THE RENTAL TERMS AND CONDITIONS
The parties undertake to keep all information or data that may be exchanged in the context of the execution of the Contract 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.
Access to the Customer’s personal data is strictly limited to HYDREKA employees and, where applicable, to HYDREKA subcontractors. The subcontractors in question are subject to an obligation of confidentiality and may only use the Customer’s data in accordance with HYDREKA’s contractual provisions and the applicable legislation. Aside from the cases laid out above, HYDREKA undertakes not to sell, rent, assign or grant access to third parties to the Customer’s Data without its prior consent, unless they are obliged to do so for a legitimate reason (legal obligations, combating fraud or abuse, exercising the rights of the defence, etc.).
In accordance with the ‘Data Protection Act‘ of 6 January 1978 as amended and the European Regulation No. 2016/679/EU of 27 April 2016, the Customer has a right of access, rectification, portability and deletion of their personal data or limitation of the processing. The Customer may also, where there are legitimate reasons, raise an objection to processing of data which pertains to it.
12 ANTI-CORRUPTION MEASURES
HYDREKA is an ethical company which attaches particular importance to the fight against fraud and corruption and which would like any person or company related to our company to adhere to the same principles and scrupulously respect the regulations in force, and in particular the 2016 Law ‘on transparency, the fight against corruption and the modernisation of economic life‘ as well as the ‘UK Anti Bribery Act‘.
13 governing law – jurisdiction
These Terms are governed by French law.
The Commercial Court of Lyon has express and exclusive jurisdiction for any type of dispute relating to the creation or execution of the Purchase Order or, more generally, to the application or interpretation of these Terms and Conditions. This attribution of jurisdiction is valid even in the context of summary proceedings, third-party complaint or provisional proceedings, in the context of proceedings against a third surety or an additional defendant.
1 SCOPE OF APPLICATION
These general terms and conditions of purchase (hereinafter the “GT&CP”) govern the provision of all goods and/or services (hereinafter the “Goods
and/or Services”) supplied/performed by any natural person or legal entity (hereinafter the “Supplier”) for the benefit of Hydreka SAS or any of its
subsidiaries (hereinafter “Hydreka”). “Goods and/or Services” means the supply or making available of tangible or intangible assets and/or the provision of services.
Acceptance of these GT&CP excludes any other conflicting provisions applied by the Supplier, with the exception of the provisions contained in any specific
document jointly signed by Hydreka and the Supplier.
The contract between the Supplier and Hydreka (hereinafter the “Contract”) is comprised of all of the following contractual documents, expressing the entirety of the agreement reached between the parties, excluding any other documents, and presented in decreasing hierarchical order of legal importance :
– Any special terms and conditions negotiated by and between Hydreka and the Supplier
– The Order Confirmation issued by Hydreka
– The GT&CP
– Hydreka’s invitation to tender document and/or the requirement specification
In the event of a contradiction between one or more provisions appearing in the above documents, the provisions contained in the higher-ranking hierarchical document will prevail. Any provision of the Contract not expressly accepted in writing by Hydreka on the date the Contract is signed shall not be enforceable against Hydreka.
2 ACCEPTANCE of Order
Any order issued by Hydreka (hereinafter the “Order”) shall be evidenced by an order confirmation (hereinafter the “Order Confirmation”), accompanied by a copy of the current GT&CP. Hydreka shall have the option of notifying the Supplier in writing of any changes to or withdrawal of its Order, until such time as the latter has been perfectly accepted by the Supplier, in the ways set out below. The fact that this option is exercised shall not entitle the Supplier to receive any compensation.
The Order shall be deemed to have been perfectly accepted by Hydreka on the date of its receipt, accompanied by these GT&CP, duly accepted, dated and signed by the Supplier. Unless the Order has been perfectly accepted, Hydreka reserves the right to cancel the Order without paying any costs or compensation, simply by sending an email followed by a recorded-delivery letter. Commencement of performance of the Order will be deemed to constitute unreserved acceptance of its terms on the part of the Supplier. If the Supplier accepts the Order with reservations, it shall advise Hydreka thereof within three (3) days following receipt of the Order in a separate written document. In this case, Hydreka will no longer be bound by the said Order unless it confirms its acceptance of the said changes in writing.
In case of DAP incoterm, goods are delivered at the Supplier’s costs and risks through to their destination. Goods shall be delivered to their destination as indicated in the Order Confirmation. The delivery shall be accompanied by a delivery note specifying the Order references, an exact description of the products and quantities delivered, and the name of the consignee at Hydreka.
The Supplier shall be bound by the dates and places of delivery stated in the Order Confirmation, which constitute an obligation to achieve a result.
Other than in a case of force majeure proven by the Seller, failure to deliver on time to the agreed destination will automatically lead to a formal notice to comply being issued to the Seller and to the imposition of the penalty charges referred to below, without prejudice to any other rights or recourse, including making good any losses and early termination of the Contract.
Any event likely to exert an influence on the Order must be notified to Hydreka in writing without delay, specifying its likely duration and its consequences for the delivery date.
Any delay shall entitle Hydreka to apply a penalty charge of 0.5% of the Order value for each day’s delay, without prejudice to any additional compensation that Hydreka reserves the right to claim. Beyond a period of eight (8) days’ delay, Hydreka shall be at liberty to cancel the Order on the basis of a fault attributable
solely to the Supplier, without prejudice to any damages claimed by Hydreka.
4 acceptance & compliance of goods and/or services
Acceptance of Goods and/or Services will be formalised in writing after Hydreka has checked the compliance of the Goods and/or Services supplied/performed with those described in the Contract. In the event of a non-conformity, Hydreka reserves the right to reject the said Goods and/or Services or to issue written reservations in respect of them. Within eight (8) days of receipt of notification or rejection of products, the Supplier shall replace any missing, defective or non-compliant products or perform additional compliant Services.
5 Supplier’s obligations
The Supplier shall not subcontract the supply/performance of Goods and/or Services in whole or in part unless it has first received express agreement in writing from Hydreka, after sending it the reference details of any subcontractor, its public liability insurance certificates and details of the nature of the goods and/or services to be subcontracted, and warrants that the subcontractor will abide by the legal provisions applicable.
The Supplier shall inform Hydreka in writing of any developments or changes in the composition of its shareholder structure within 30 days following the decision to implement such developments or changes. The Supplier shall not assign or transfer the Contract to a third party without Hydreka’ prior agreement in
writing.The Supplier warrants that the Goods and/or Services will meet the needs of Hydreka. It warrants that the Goods and/or Services supplied/performed under the Order will not be the object of any claim from third parties. If such a third-party claim were to arise, the Supplier shall settle this claim at its own expense.
The Supplier warrants that the Goods and/or Services will meet the needs of Hydreka. It warrants that the Goods and/or Services supplied/performed under the Order will not be the object of any claim from third parties. If such a third-party claim were to arise, the Supplier shall settle this claim at its own expense.
The Supplier shall hold Hydreka and its successors in title harmless against any apparent or hidden defects of any kind for a minimum term of three (3) years with effect from delivery of the Goods in the case of an apparent defect and from the time of discovery of the defect in the case of a hidden defect. During this period, it shall replace the product or repair it so as to render it fit for its intended purpose, within a maximum of thirty (30) days following the notification informing it of the non-conformity, at no extra cost to Hydreka. Failing this, Hydreka will be entitled to immediately and automatically terminate this Agreement by sending a recorded-delivery letter with acknowledgment of receipt and/or using a third party at the Supplier’s expense and/or securing a price reduction, without prejudice to any damages claimed by Hydreka.
Acceptance of products by Hydreka will lead to transfer of ownership but will in no way affect any recourse exercised by Hydreka against the Supplier under this contractual warranty and/or any other legal warranty.
7 prices – invoicing – payment
The prices agreed in the Order are firm and final and cannot under any circumstances be unilaterally revised by the Supplier. These prices include travel costs and overheads if any, unless otherwise contractually stipulated. Prices are quoted excluding all costs, duties and charges payable to the tax, customs or other authorities. Hydreka will be entitled to reject the Supplier’s invoices if the Order number does not appear on this invoice, if this invoice contains any other errors and/or inaccuracies or does not comply with the provisions of Article L441-3 of the
French Commercial Code. Payments will be made by credit transfer within 60 (sixty) days net in the case of periodic or summary invoices. Unless otherwise indicated, the currency is the euro.
8 anti-corruption policy
The Supplier, together with its owners, affiliates, partners, managers, directors, employees or agents, shall not offer or promise, either directly or indirectly, any benefits that are or might be deemed to contravene anti-corruption laws, to any third parties, and in particular to any public or elected officials, employees or any person acting on behalf of a government, ministry, agency, a national, provincial or local body, an enterprise controlled by or belonging to a State, an international
public body, a political party or an entity financed in large measure by public loans and widely perceived as exercising governmental functions, or to any
candidate for political office or to any person acting on behalf of such an official or candidate for political office, in compliance with the French law relating to transparency, anti-corruption and modernization of business, and with the UK Anti-Bribery and Corruption Act.
The Supplier certifies that no government is conducting or has conducted, during the past five years, an investigation into the Supplier or any of its owners, affiliates, partners, managers, directors or employees in connection with a presumed violation of anti-corruption laws. Hydreka reserves the right to check the Supplier’s compliance with anti-corruption laws. The Supplier shall cooperate fully with any checks conducted by Hydreka or by any third parties authorised by Hydreka. In the event of a violation of this article, Hydreka will be entitled to terminate the Contract, freeze the payment of funds or demand the reimbursement of funds already paid, and to instigate legal proceedings.
9 liability and insurance
The Supplier shall be solely liable for, and shall hold Hydreka fully harmless against, any physical injuries, and material or immaterial losses, whether consequential or otherwise, caused to Hydreka, its personnel, property or any third parties within the framework of performance of this Contract, either by the Supplier itself or by any person it substitutes in its place to perform its obligations. The Supplier represents that it holds insurance policies covering the financial consequences of its general operating liability and providing professional indemnity in the event that it were to be held liable as a result of performance of this Contract. The burden of proof of the existence of this insurance policy and of the name of its holder lies with the Supplier.
10 FORCE MAJEURE
Force majeure means cases involving outbreaks of war, terrorist attacks, emergencies, accidents, fire, earthquakes, flooding, storms, strikes or any other impediments, which the affected Party can prove lay outside its control and the occurrence of which was not reasonably foreseeable at the time the Contract was signed, or was unavoidable or insurmountable at the time it occurred.
In a case of force majeure, the Contract will be suspended until such time as the force majeure event disappears, is extinguished or comes to an end. However, if the Parties are unable to resume performance of the Contract within 45 days starting from the occurrence of the force majeure event, they will enter into discussion with a view to amending the Contract. If the discussions fail, the Agreement will automatically be terminated, with no compensation being payable on either side, by the first party to act and by recorded-delivery letter with acknowledgment of receipt sent to the other party.
11 INTELLECTUAL PROPERTY RIGHTS
Hydreka shall retain sole ownership of all ideas, inventions, works giving rise to copyright, strategies, plans and data created during the discussions between Hydreka and the Supplier or resulting therefrom, including inter alia patents, copyright, moral rights, rights to the confidentiality of information, rights over databases, trademarks and any other intellectual and/or industrial property rights.
The Supplier will either transmit all intellectual property rights relating to these Goods and/or Services to Hydreka or will ensure that they are so transmitted, in an exclusive capacity and progressively as the Goods and/or Services are supplied/performed. Such assignment of rights shall be valid throughout the term of the rights granted and on a worldwide basis.
The parties agree that the rights assigned shall include inter alia: user and commercial exploitation rights, reproduction rights, rights of public display and performance involving all processes, modification rights, incorporation rights, porting rights to other equipment or involving adaptation to operating systems other than those used or known at the signature date hereof and in general terms, all of the author’s economic prerogatives over its creation.
The Supplier acknowledges that any modifications, adaptations, developments, evolutions, translations or transcriptions of source codes and executable codes relating to the Goods and/or Services and which are made by Hydreka under the rights assigned to it, shall be the exclusive intellectual property of Hydreka in its capacity as author.
As a result of intellectual property rights being assigned in favour of Hydreka, the Supplier expressly waives the right to claim any intellectual property rights, and in particular any reproduction and exploitation rights relating to Goods and/or Services and to evolutions thereof, both within France and in the rest of the world, on any medium, for the legal term of protection of the Goods and/or Services. The transfer price is included as a set and permanent amount in the remuneration fixed in the invoice, and the Supplier shall not be entitled to claim any additional monies in any connection.
All information of any kind communicated by Hydreka is confidential. The Supplier shall take all necessary measures to ensure that none of this information can be communicated to third parties and to return the said documents to Hydreka at first request. It shall ensure that its personnel and any third parties it uses within the framework of performance of this Contract comply likewise with this obligation. This confidentiality obligation shall remain in place for a period of five (5) years starting from the date of receipt of the Order where it concerns the supply of tangible or intangible assets, or from the end of the contractual relationship between Hydreka and its Supplier where the Order concerns the provision of services.
The Contract shall enter into force starting from the time the Services begin, where the Order concerns the provision of services or from the first delivery of Goods where the Order concerns the supply of moveable property. It is signed for an indefinite term, unless otherwise contractually stipulated.
Each Party may terminate the Contract at any time by notifying its decision by recorded-delivery letter with acknowledgment of receipt received at least (3) three months prior to the actual termination date.
Each Party will automatically be entitled to terminate the Contract in the event of a breach by the other Party of any of the key obligations of the Contract (not
meeting deadlines, delays in performance, etc.), thirty (30) days after a recorded-delivery letter with acknowledgment of receipt, enjoining the defaulting Party to remedy the breach in question, has been sent but remains without effect. In addition, if the Supplier were to be guilty of a misdeed or breach of any of its contractual obligations that is exceptionally serious in nature, Hydreka will automatically be entitled to terminate the Contract with immediate effect after sending a recorded-delivery letter with acknowledgment of receipt, informing the Supplier of the reasons for such termination.
15 GOVERNING LAW AND JURISDICTION
These GT&CP are governed by the laws of France. If the Parties are unable to reach an out-of-court settlement, any disagreements shall be referred to the sole jurisdiction of the Lyon Commercial Court, even in cases involving multiple defendants or the introduction of third parties.