TERMS AND CONDITIONS OF SALE "T&Cs"

A. Object and scope of application

Any order of products means that the buyer fully agrees, without reservations, to these terms and conditions of sale which shall prevail on any other document issued by the buyer, including any purchasing terms and conditions, unless our company gives its express and prior derogatory consent.

Any other document than these terms and conditions of sale, including catalogues, flyers, advertisements, notes and prices shall only have an informative and indicative purpose and shall not be subject to a contract. Due to the improvements we may add to our products, the features and characteristics mentioned in our explanatory notes and catalogues and in our sketches and drawings, which we provide on demand, shall only be considered as generally indicative.

B. Orders and estimates

Order means any order made by the client relating to our products, at the price set out by the price list applicable on the day of acceptance of the order and to which our company formally agrees.

As of acceptance of the order, the latter has an irrevocable nature; any request for modifying the content or volume of an order shall be addressed to PARTENAIR by any written mean and shall be expressly accepted by our company. The price of any order canceled by the client is entirely due by the agreed deadline. 

Our specific offers and estimates are valid for acceptance during a maximum period of one month. After this one-month period, our prices shall be considered as indicative and non-binding. 

All the orders which amount does not exceed 100 Euros excluding taxes shall be subject to management fees amounting to 25 Euros excluding taxes.

C. Price lists - Prices

Our prices and price lists are featured on the brochures and we may revise them at any moment; any modification of prices shall be automatically applicable at the indicated date. Our prices are established pursuant to the price applicable on the date of acceptance of the order or on the date of acceptance of our offers and estimates. All the prices are indicated in Euros excluding taxes and include product packaging (setting up and putting into service costs are not included).

Free shipping is granted for any order which shall be delivered in Metropolitan France – except for Water Chillers - and whose total amount is greater than 300 euros excluding taxes.

D. Payment - Term – Delays and non-payment

Payment of all orders shall be entirely due at the date of order

Any money transfer costs will be supported by the client.

Important: The accepted items must be returned within the 48 hours following the receipt of the invoice.

PARTENAIR does not intend to grant any discount for cash payment or payment before the date indicated on the invoice or in relation to the payment delays indicated in these T&C’s.

In the event of payment failure of an amount or invoice at the indicated date, or if a deadline is delayed without our consent, all the other issued values shall become immediately due ipso jure, without any formalities being necessary.Any delay in payment shall be subject to a fee set out at three times the applicable interest rate; these fees shall be due ipso jure and shall be automatically borne by the account client, in addition to the applicable fixed compensation of 40 Euros corresponding to the recovery costs, which shall also be due ipso jure, without any formalities, as of the first day of delay in payment.

Also, in the event of payment failure on the agreed dates and without any explicit consent, whatever the provided mean of payment may be, a litigation intervention (i.e. when a formal notice would be unsuccessful within eight days or in the event of recovery by bailiff) results in the application, as damages, of a fixed compensation amounting to 15% of the unpaid amount; all the costs relating to the recovery, to the formal notice, to the employment of bailiffs or lawyers and all relating costs shall be borne by the client at fault; in addition, we are entitled ipso jure to suspend all the pending deliveries and terminate or refuse orders.

E. Packages

Packages shall not be returned to PARTENAIR, unless provided otherwise. In the absence of any specific mention relating to this matter, packages are designed for deliveries within Metropolitan France and prepared by PARTENAIR who acts in the best interest of the client. Generally, the product is provided to the client in a package safe for road transportation. Upon request and as a supplement, PARTENAIR may design a specific packaging, notably in view of transportation out of Metropolitan France.

F. Shipping – Transfer of risks

Delivery shall be free of charge (subject to the amount of the order provided in C) within Metropolitan France (except for Corsica). In all other cases, transportation costs shall be borne by the buyer. In all shipping cases, including when shipping is performed by a carrier chosen by our company, the goods shall travel at the recipient’s own risks, as of their delivery to the carrier. Should a good be damaged or missing, the client shall address one’s precise reservations directly to the carrier and confirm them to the carrier by registered letter with acknowledgment of receipt within 3 days pursuant to Article 133-3 if the French Trade Code. This letter shall be forwarded in copy to our company.
The carrier's consent to the shipping exempts us from any liability subject to the returns expressly agreed by our company pursuant to the terms provided hereinbelow in H.
“No-Russia Clause” Art 12g of Council Regulation (EU) 2023/2878 amending Regulation (EU) No 833/2014 for the sale, supply, transfer or export of Goods from the EU to third countries (excluding EU partner states and partner countries listed under Annex XIII).
This clause prohibits the re-export to Russia and re-export for use in Russia of goods listed in Annexes XI, XX, XXXV and common high priority items as listed in Annex XL to this Regulation if exemption clause Art. 12 g (2) is not fulfilled.
Purchaser’s failure to comply with this “No-Russia clause” will constitute a material breach of the Contract.
PARTENAIR may forthwith, by written notice to the Purchaser and without prejudice to any other right or remedy which PARTENAIR may have under the Contract or at Law, terminate in whole or in part the Contract.
In such an event, the Purchaser shall pay to PARTENAIR the sum for the Goods already delivered and such part of the site services already performed at the date of termination, subject to the additional right of PARTENAIR to recover from the Purchaser all losses, costs, damages or expenses PARTENAIR has suffered or may suffer as a result of any breach of this “No-Russia Clause” by Purchaser.
After one (1) month of free storage, a storage fee of an amount equivalent to one and one half percent (1.5%) of the total purchase order value per calendar month shall be applied. At the end of a three (3) months storage period, the PURCHASER shall be required to accept the delivery of the goods and shall pay the purchase order price for the Goods.

G. Delivery terms

Our delivery terms are provided as an indication only and with no guarantee, as they depend on the carriers’ availability and on the order of arrival of the orders; in any case, they may not result in compensation claims for delivery delays or cancellation of orders. Our company strives to comply fully with the delivery terms it indicates upon acceptance of the order.

H. Returns of goods – credit notes

When returning any goods, the client shall justify by any means the observed defects or missing items - notably the reservations made to the carrier as provided in F. - and shall account for PARTENAIR’s prior consent. In this case, the goods shall be returned with prepaid shipping at PARTENAIR’s registered office. The goods and their original packages shall be returned in perfect functioning and presentation condition. Where necessary, credit notes shall be subject to the investigation on the parts by PARTENAIR and shall be subject to a deduction amounting to 15% of the invoicing for restocking charges, except when the delivery mistake is attributed to PARTENAIR. Receipt of the goods without the client expressing any reservations shall include any visible defect or missing products.

I. Warranties.

We guarantee our goods againt all manufacturing or material defect during a one-year period starting on the shipping date. The defective items shall be returned prepaid to our adress (except for used filtering parts). This guarantee shall not apply to the products which would have been modified, disrupted or repaired without our authorization, or when the defect results from a use that does not comply with the one recommended by the manufacturer. Our warranty shall be limited to the repair or the outright replacement of all the parts we provided, sent from PARTENAIR’s registered office, and that are recognized to be defective. However, we shall not be held liable for any accident involving a person or a a thing that would result from it. Workforce, transportation or moving costs shall be borne by the buyer. No compensation may be claimed as damages, for any cause whatsoever. Taking possession of our goods means agreement to the terms hereinabove. Recourse to the warranty on delivered product shall not justify any delays in payment as any payment failure would result ipso facto in the termination of the said warranty. PARTENAIR expressly disclaims all other warranties or conditions whether express or implied to the fullest extent permitted by law including but not limited to any implied warranty of merchantability or fitness for a particular purpose.

J. Retention of title

PARTENAIR shall remain sole owner of the goods subject to the contract until full payment of the price mentioned on the invoice, regardless of the transfer of risks mentioned in F. As of delivery to the carrier, the buyer is liable for any damage or loss that these goods may incur or cause for any reason whatsoever. The buyer shall only be legally considered as custodian of the sold goods until full payment of the price. Issuing bills of exchange and other titles creating a payment obligation shall not be considered as payment.

Any agreement that would conflict these provisions shall be null and void. In the event of non-compliance of the buyer with any of the payment deadlines, or in the event of any breach of this clause, PARTENAIR may exercise ipso jure its right to claim and may demand ipso jure, without any formality, to be given back the goods at the expense of the buyer and at its own risks.

In addition, PARTENAIR may terminate ipso jure the sale contract by registered letter with acknowledgment of receipt and keep the deposits that may have been paid, as a compensation, without prejudice to its right to request penalties and compensation relating to recovery and litigation, as provided in Paragraph D.

K. Force majeure

Our company shall not be held liable in the event of impossibility to perform an order because of any reasons resulting from force majeure, which correspond to any event independent from the company’s will and which would prevent its proper functioning, including: strike of the staff or of the carrier, natural catastrophes, pandemics, fire, impossibility to be supplied or to deliver for a cause which cannot be attributed to our company; our company will inform the client of the situation at the earliest convenience and if impossible, after 30 days, the orders may be purely and simply canceled by the most diligent party; the client shall not be entitled to claim any compensation.

L. Claims – applicable law

Any claim that may arise from the interpretation or performance of these terms and conditions of sale shall be governed by French law. The parties agree to exclude application of the International Convention of Vienna regarding Sales of Goods and, the Commercial Court of PARTENAIR’s registered office shall have sole jurisdiction, regardless of the location of the order, of the delivery, the agreed terms and conditions of sale and means of payment, even in case of third party procedure or if several defendants join the proceedings.

M.  Confidentiality and data privacy

Confidentiality: Each party shall maintain the confidentiality of the other party’s confidential information and shall not, without the prior consent of the other use, disclose, copy or modify the other party’s confidential information (or permit others to do so) other than as strictly necessary for the performance of its rights and obligations under the contract. Each Party undertakes to disclose the other party’s Confidential Information only to whom and to the extent to which, such disclosure is necessary for the purposes contemplated under this contract and to procure that such persons are made aware of and agree to observe an equivalent confidentiality obligation. Each party shall give notice to the other of any unauthorized misuse, disclosure, theft or other loss of the other party’s confidential information immediately upon becoming aware of the same.

The provisions of this confidentiality obligation shall not apply to information which:

- Is or comes into the public domain through no fault of the receiving party, its officers, employees, agents or contractors;

- Is lawfully received from a third party free of any obligation of confidence at the time of disclosure;

- Is demonstrably independently developed by the receiving party, its officers, employees, agents or contractors;

- Is required by law, by court or by governmental order to be disclosed provided that, to the extent permitted by law, and prior to any disclosure, the receiving party notifies the disclosing party and, at the disclosing party’s request and cost, assist the disclosing party in opposing any such disclosure.

This confidentiality obligation shall survive for five (5) years after the order acknowledgment date.

Non-personal data privacy: The buyer understands that the products may include technology that allows PARTENAIR to collect information regarding such products and conduct remote diagnostic testing of such products.

The buyer grants PARTENAIR a transferable, sub-licensable, non-exclusive, non-revocable, worldwide right to access and use the data collected by this technology for PARTENAIR’s business purposes. PARTENAIR may share such data with its affiliates, subsidiaries, and third parties.

Personal data protection:

- Personal data processed for the performance of the contract

For the purposes of this contract, each party acts independently as a data controller within the meaning of regulation (EU) 2016/679 of 27 April 2016 (RGPD) and the French Data Protection Act no. 78-17 of 6 January 1978 (hereinafter together the "Regulation") and undertakes to comply with them. Each of the parties is authorized to collect and process the personal data relating to its contacts at the other party (last name, first name and the e-mail address and professional telephone number of the said contacts), as well as the data of any contacts at a subcontractor, partner or agent whose intervention may be necessary for the provision of the services and/or the management of the contractual and commercial relations between the parties. This data is kept for a period which may not exceed the duration of the contractual relationship between the parties plus the limitation period applicable in commercial matters (5 years). Each party will inform its teams in compliance with the regulation and will process any request received from a data subject to exercise his/her rights of access, modification, rectification and/or deletion in compliance with said regulation. In such case, it will inform the other party.

- Data processed independently by PARTENAIR

• If PARTENAIR receives individually identifiable personal information from the Buyer through technology embedded into the products, PARTENAIR will be an independent controller and will take reasonable steps to protect the confidentiality of such information and prohibit the unlawful disclosure of the buyer’s personal information to third parties. The buyer must ensure that it has permission to share the personal data of any individuals with PARTENAIR and that it has a valid and lawful basis for doing so. To the extent the parties process personal data in the context of the performance of the contract, PARTENAIR and the buyer agree to comply with applicable data protection laws and to process personal data only for the purposes it was provided to them. Details about the processing of personal data by PARTENAIR are described in PARTENAIR’s privacy policy, an up-to-date version of which is available under https://company.ingersollrand.com/privacy-policy.html. The Buyer agrees to ensure the relevant data subjects, whose data is being provided to PARTENAIR, are aware of PARTENAIR’s privacy policy.

N. Limitation of liability

Notwithstanding anything to the contrary in this contract, to the extent permitted by law and to the exclusion of PARTENAIR’s gross negligence, death or personal injury, the aggregate liability of PARTENAIR to the buyer, whether in contract, tort (including negligence) or otherwise, will be limited to 100% of the order giving rise to the liability. Notwithstanding anything to the contrary in this agreement, in no event shall PARTENAIR or any of its affiliates, subsidiaries, or representative be liable to the buyer for any loss of production, profit, revenue or income, or for any consequential, incidental, indirect, exemplary, special or punitive damages, including any damages for business interruption, loss of use, or loss of data, whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not the buyer was advised of the possibility of such damages arising under the agreement, any statute, or tort.

Insurance: PARTENAIR will maintain in force the insurance coverage described in the certificate of insurance provided to the buyer.

Mars 2024 edition