GENERAL TERMS AND CONDITIONS OF SALE

1. Scope

1.1 The website https://www.myetstorace.com (“the Website”) is a website operated by Haltermann Carless France SAS (hereinafter “HALTERMANN”) putting professional Buyers (“the Buyers or the Buyer”) in contact with HALTERMANN or professional Sellers (hereinafter “Third Party Sellers”) to enable Buyers to finalise direct sales of HALTERMANN’s products (“Products”) offered on the Website.

1.2 Sales made through the Website are governed by these General Terms and Conditions of Sale. In accordance with Article L 441-1 of the French Commercial Code, they constitute the sole basis of the commercial relationship between the parties.

1.3 The company whose name is indicated at the time of “check-out” of each order is the Buyer’s sole co-contractor for the purchase of said Products (hereinafter “the Seller”).

1.4 Any order of Products implies acceptance by the Buyer of these General Terms and Conditions of Sale. In accordance with the regulations in force, these General Terms and Conditions of Sale shall be systematically communicated to any Buyer who requests them. They are also accessible at any time on the Website.

1.5 If the Buyer is a consumer and not a trader, the specific provisions of the French Consumer Code (code de la consommation) will apply and may therefore replace the provisions of these General Terms and Conditions treated as invalid, but the other provisions will remain in full force and effect.

1.6 As these General Terms and Conditions of Sale may be modified subsequently, the version applicable to the Customer’s purchase is that in force on the Website on the date the order is placed.

2. Information concerning the Products

2.1 The Products governed by these General Terms and Conditions are those appearing on the Website operated by HALTERMANN and which are indicated as sold and shipped by the Third-Party Seller or HALTERMANN.

2.2 The Products are described and presented as accurately as possible. The information on the Website is provided for information purposes only and may be revised at any time. The Seller is entitled to make any changes it deems appropriate.

2.3 The safety data sheets are provided upon first delivery and also at the request of the Buyer. The Seller reserves the right to modify the Product specifications if required pursuant to applicable laws and regulations.

2.4 The Buyer is required to comply with the specific regulations applicable to the Products sold, in particular the specific regulations pursuant to the European Chemical Regulation “REACH” which are relevant to the Products purchased.

2.5 Furthermore, the Buyer is informed that the use of zero-rated fuel oil is regulated by the Order of 10 November 2011 which prohibits, in particular, the use of zero-rated fuel oil as fuel in the engines of road vehicles. The invoice or volume meter ticket must be retained by the Buyer for a period of 3 years from delivery, it shall be required to present it in the event of an inspection by the Customs and Indirect Taxation Authorities.

2.6 The use of zero-rated aviation jet fuel is regulated by the inter-ministerial Order of 09 September 1993, which prohibits any use [thereof] that is not specifically authorised. The invoice or volume meter ticket must be retained by the Buyer for a period of 3 years from delivery, it shall be required to present it in the event of an inspection by the Customs and Indirect Taxation Authorities.

3. Placing an order

3.1 Browsing the Website to simply consult the catalogue of Products, as well as placing an order for Products does require registration on the Website by the Buyer. The Buyer places its order online, from the online catalogue and using the form that appears on the Website. All offers for the Products on the Website must be considered as an invitation to the Buyer to present an offer in turn, i.e. to place an order.

3.2 To place an order, the Buyer must select the Products they wish to order on the Website, in accordance with the following procedures:

The Buyer may select one or more Products from the online Product catalogue on the Website by clicking on the “add to basket” button for each Product selected.
By clicking on “Basket”, the Buyer can check the details of its order, the total price, delete or add other Products, and correct any errors before confirming the order. The Buyer must verify the accuracy of the order and immediately report or rectify any errors.

The Buyer must also enter their email address and the desired delivery address, and shall be informed of the related delivery costs. Finally, the Buyer must select and validate the payment method.

An Order is only possible if all mandatory boxes on the online order form (marked with an asterisk) are completed in full and correctly.

3.3 An order is registered on the Website when the Buyer accepts these General Terms and Conditions of Sale by ticking the box provided for this purpose and confirms their order. This confirmation implies acceptance of all of these General Terms and Conditions of Sale, without restriction or reservation.

4. Conclusion of the contract

4.1 The sale is only final and binding after the Seller’s confirmation of acceptance of the order has been sent to the Buyer by email. Acceptance by the Seller shall be sent to the email address indicated by the Buyer when placing the order.

4.2 The acceptance of the order in question includes an order number that the Buyer is requested to mention in any subsequent correspondence with the Seller.

4.3 Unless proven otherwise, the data recorded in the Seller’s computer system constitutes proof of all transactions completed with the Buyer.

4.4 Unless previously agreed in writing by the Seller, and after confirmation of a specific purchase order and any adjustment of the price, any modifications and cancellations of the order requested by the Buyer shall not be taken into account.

5. Prices

5.1 The Products are supplied at the Seller’s prices in force on the date the order is placed.

5.2 Prices are stated in euros. These prices are net and exclude tax, they are understood to be DDP (Incoterm 2010).

5.3 The Seller shall bear all transport costs and bear all risks until the Products are made available for unloading at the Buyer’s premises. The Seller shall also bear the costs and formalities of customs clearance.

5.4 If one or more taxes or contributions, particularly environmental taxes, were to be created or modified, either as an increase or a decrease, this change may be reflected in the Products’ selling price. The price of the order will be increased or decreased accordingly upon invoicing.

5.5 In the event that a sale takes place under customs or tax suspension, the Buyer shall provide the Seller, within the required deadlines, with all documents proving the clearance of the suspension in question, as well as any other documents and information required by the regulations in force.

Failing this, the Buyer undertakes to reimburse the Seller for any duties, taxes or levies of any kind that it may have had to pay due to its own failure to clear the suspension, or any irregularity in this clearance, independently of any additional damages for the loss suffered by the Seller in the amounts paid.

The Seller may thus claim the above-mentioned reimbursement upon simple written request.
In the event of non-repayment of the sums set out above, the Seller also reserves the right to suspend or cancel the delivery of any of the Buyer’s orders in progress or to suspend the performance of any of its obligations.

5.6 Special pricing conditions may be applied depending on the specificities requested by the Buyer concerning, in particular, the delivery terms and conditions, payment terms and conditions, packaging or transport conditions of the Products ordered. The related costs may be subject to additional specific invoicing.

5.7 The Seller reserves the right to change its prices excluding VAT at any time but undertakes to apply the prices in force indicated at the time the order is placed.

6. Delivery and delivery times

6.1 Transfer of risks. Regardless of the destination of the Products, the transfer of risks takes place, independently of the transfer of ownership, at the time the Products are offloaded from the vehicle, ship or any other means of transport and delivered to the Buyer at the address specified by the latter when the order is placed.

6.2 Delivery of Products. Unless otherwise agreed in writing, delivery shall take place when the Products are offloaded from the vehicle, ship or any other means of transport to the address specified by the Buyer when the order is placed.

Unless expressly agreed in writing, the Products ordered shall be delivered in a single delivery.

6.3 Delivery times. Delivery times are provided for information purposes only and are not guaranteed in any way. If no date is specified, delivery will be made within a reasonable time frame (as determined by the Seller).

6.4 Acceptance of Products and reservations. The Buyer is required to check the apparent condition of the Products at the time of delivery as well as the conformity of the quantities and qualities with the information on the delivery slip.
The Buyer is required, upon receipt of the Products, to formulate, where applicable, any detailed reservations on the consignment note and the delivery receipt and to confirm these reservations without delay to the Seller, at the latest within 48 hours from receipt of the Products, providing all useful supporting documents, under penalty of losing any recourse – depending on the delivery – either to the carrier, and/or the Seller and the respective insurance companies.
The confirmation of any reservations by the Buyer to the Seller is carried out cumulatively by sending a registered letter with acknowledgement of receipt to the Seller’s address, as well as by email to the email address provided by the Seller and to the email address of HALTERMANN as indicated below: myetestorace@h-c-s-group.com.
The Seller shall replace, as soon as possible and at its own expense, any delivered Products whose non-compliance has been duly proven by the Buyer.

In the absence of any reservations specifically expressed by the Buyer upon receipt of the Products, or in the absence of any reservations expressed according to the aforementioned formalities, the Products delivered by the Seller shall be deemed to comply with the order.

No claims or complaints will be validly accepted if the Buyer fails to comply with these formalities.

The Seller shall replace, as soon as possible and at its own expense, any delivered Products whose non-compliance has been duly proven by the Buyer.

6.5 Lien. The Seller reserves the right to suspend or cancel the delivery of orders in progress placed by the Buyer in the event of non-compliance with the payment terms set out in these General Terms and Conditions of Sale, as well as in the event of non-compliance with the payment terms of any previous orders.

7. Retention of title

7.1 TITLE TO THE PRODUCTS WILL NOT PASS UNTIL THE PRICE OF THE PRODUCTS HAS BEEN PAID IN FULL BY THE BUYER, COVERING THE PRINCIPAL AMOUNT AND ANY ANCILLARY AMOUNTS, EVEN IN THE EVENT THAT DEFERRED PAYMENT ARRANGEMENTS ARE AGREED. ANY CONFLICTING CLAUSE, IN PARTICULAR INCLUDED IN THE GENERAL TERMS AND CONDITIONS OF PURCHASE, IS DEEMED TO HAVE BEEN SEVERED, IN ACCORDANCE WITH ARTICLE L. 624-16 OF THE FRENCH COMMERCIAL CODE.

7.2 BY EXPRESS AGREEMENT, THE SELLER MAY EXERCISE THE RIGHTS IT HOLDS UNDER THIS RETENTION OF TITLE CLAUSE, FOR ANY AMOUNT OWED TO IT, FOR ALL ITS PRODUCTS IN THE BUYER’S POSSESSION, AS THOSE PRODUCTS ARE CONTRACTUALLY PRESUMED TO BE THOSE FOR WHICH PAYMENT HAS NOT BEEN MADE, AND THE SELLER MAY TAKE THEM BACK OR CLAIM TITLE AS COMPENSATION FOR ANY UNPAID INVOICES, WITHOUT PREJUDICE TO ITS RIGHT TO TERMINATE ANY PENDING SALES.

7.3 THE BUYER IS AUTHORISED, IN THE NORMAL COURSE OF THE BUYER’S BUSINESS OPERATIONS, TO RESELL THE DELIVERED PRODUCTS. HOWEVER, THE BUYER MAY NOT PLEDGE THEM OR TRANSFER TITLE TO THEM AS SECURITY.

7.4 IN THE EVENT OF A RESALE, THE BUYER UNDERTAKES TO IMMEDIATELY PAY THE SELLER THE OUTSTANDING FRACTION OF THE PRICE.

8. Invoicing and payment

8.1 Unless expressly stated otherwise, the price is payable in full and in a single payment when the order is placed.

8.2 The following payment methods may be used by the Buyer:
– bank card: Visa, Master Card, American Express, other credit cards;
– bank transfer.

8.3 Payments made by the Buyer shall only be considered final after actual collection of the sums due by the Seller.

8.4 The Buyer may benefit from discounts and rebates if the Seller expressly agrees to same. Discounts, rebates or other reductions may only be granted if the Buyer has no other outstanding payments.

8.5 Unless expressly agreed in advance in writing by the Seller, and provided that the reciprocal receivables and debts are certain, liquid and payable, no offsetting may be validly carried out between any penalties for late delivery or non-compliance of the Products ordered by the Buyer on the one hand, and the sums due by the latter to the Seller, in respect of the purchase of said Products on the other hand.

8.6 Unless otherwise agreed in writing by the Seller, the Buyer is not permitted to assign its receivables arising from the sale, processing or processing of the Products.

9. Warranty

9.1 Claims for defective Products made by the Buyer presupposes that the Buyer has duly fulfilled its obligations to verify and notify any defects.

9.2 Any liability of the Seller is excluded in case of misuse/manipulation, negligence, lack of supervision, incorrect storage, in case of transformation/incorporation of the Product, or any other breach attributable to the Buyer, as in cases of force majeure.

9.3 The Seller shall not be held liable for any insignificant deviation from the agreed quality. The Seller is not liable for the Product’s suitability for the use envisaged by the Buyer, unless the desired use has been expressly agreed in writing between the parties.

9.4 The Seller’s liability shall be limited, at its discretion, to the replacement of the Product within a reasonable period of time, or to the issuance of a credit note of a proportional amount of the order in question, according to the invoice raised.

10. Force majeure

10.1 The Parties may not be held liable if non-performance or a delay in the performance of one of their obligations, as described herein, results from a case of force majeure.

10.2 By express agreement, any event of any kind that is reasonably beyond the Seller’s control constitutes a case of force majeure, such as – by way of example and not limited to – interruption of means of transport regardless of the cause, legal or regulatory provisions affecting the production or distribution of the Products, interruption of supply for a cause not attributable to the Seller, as well as any other cause of interruption of supply that is not attributable to the Seller’s suppliers, political or economic sanctions, war, earthquakes, flooding, natural disaster or pandemic resulting in the total or partial discontinuation of the activity of the Seller or that of its suppliers or subcontractors, resulting in the suspension of deliveries or extending the delivery deadlines indicated to the Buyer accordingly.

10.3 The Party observing the event must immediately inform the other Party of its inability to perform its service and provide evidence thereof to the latter. The suspension of obligations may not under any circumstances be a cause of liability for non-performance of the obligation in question, nor result in the payment of damages or late penalties.

10.4 The performance of the obligation is suspended for the entire duration of the force majeure. Consequently, as soon as the cause for the suspension of their reciprocal obligations ceases to exist, the Parties shall make every effort to resume normal performance of their contractual obligations as quickly as possible. To this end, the prevented Party shall notify the other of the resumption of its written obligation. If the impediment is final or exceeds a period of sixty (60) days, this agreement shall simply be terminated.

11. Performance by HALTERMANN group companies

11.1 In the context of a sale concluded with the Seller HALTERMANN France SAS, HALTERMANN France SAS may have one of its contractual obligations in respect of the sale concluded with the Buyer performed by one of the companies of the HALTERMANN group, as long as the interests of the Buyer are respected.

11.2 In this respect, insofar as the service provided by one of the HALTERMANN group companies is equivalent, the corresponding contractual obligations of the Seller HALTERMANN France SAS are considered to be fulfilled.

12. Data protection

12.1 The data provided by the Buyer is necessary for processing their order and preparing invoices. They may be communicated to the Seller’s partners responsible for the performance, processing, management and payment of orders. The information collected regarding the Buyer is processed electronically by the Seller and is essential for processing its order. This information and personal data are also retained for security purposes, in order to comply with legal and regulatory obligations.
They shall be kept for as long as necessary for the performance of the works ordered and any guarantees applicable at the end of these works.

The data controller is:
Haltermann Carless France SAS
Zone D’activités de la Baudrière N° 1 – 27520 GRAND-BOURGTHEROULDE
dataprivacy@h-c-s-group.com

Access to personal data shall be strictly limited to data controller employees authorised to process them due to their roles. The information collected may be communicated to third parties bound contractually to the company for the performance of subcontracted tasks, without the Client’s authorisation being necessary.

12.2 The Buyer has a right of permanent access, modification, rectification and opposition with regard to the information concerning them. This right may be exercised under the conditions and according to the procedures defined in the Terms and Conditions of Use and the Privacy Policy accessible on the Seller’s Website.

13. Claims and Complaints – Disputes – Applicable law

13.1 Any claims and complaints may be submitted by the Buyer using the contact form made available to it on the Website. The Buyer may thus inform the Seller of any claim or complaint, in particular concerning non-receipt of the Product, its non-compliance with the order or receipt of a damaged Product.

The Buyer may also send its claims and complaints directly to the following email address: myetstorace@h-c-s-group.com.

13.2 ANY DISPUTES ARISING FROM THIS CONTRACT AND THE AGREEMENTS RESULTING THEREFROM WITH REGARD TO THE SELLER, CONCERNING THEIR VALIDITY, INTERPRETATION, PERFORMANCE, RESOLUTION, CONSEQUENCES AND CONSEQUENCES, SHALL BE SUBMITTED TO THE PARIS COURT.

13.3 These General Terms and Conditions of Sale are governed by French law, to the exclusion of the provisions of the Vienna Convention.

14. Code of Conduct

14.1 The Buyer must comply with all applicable laws, regulations and orders of the jurisdiction of any country in which it operates. This applies in particular to compliance with international trade, competition and antitrust regulations, corporate governance, taxes and duties, financial disclosure and occupational safety and the security of facilities, as well as compliance with anti-corruption, anti-money laundering, anti-discrimination and anti-human trafficking provisions.

14.2 The Buyer also undertakes to comply with HALTERMANN’s code of conduct (accessible at https://www.haltermann-carless.com/supplier-and-customer-information) and ensure that it has equivalent regulations in place.

14.3 The Buyer undertakes to ensure that the delivered Products shall not be used for the development, production or storage of weapons of war or weapons of mass destruction (nuclear weapons, biological weapons, chemical weapons or missiles). The Buyer undertakes not to transfer, directly or indirectly, the Products delivered to countries subject to a US/European embargo or to natural or legal persons appearing on US, European or national prohibition lists.

14.4 In the event of a breach by the Buyer of its obligations under Title 14 of these General Terms and Conditions, the Seller reserves the right to terminate the contract thus executed as well as any other existing contracts with the Buyer and any orders in progress.

15. Other

15.1 If one or more provisions of these General Terms and Conditions of Sale are held to be invalid or declared as such pursuant to a law, a regulation or following a final decision by a competent court, the other provisions shall retain their full force and effect.

15.2 The fact that one of the parties does not avail itself of a breach by the other party of any of the obligations referred to in these general terms and conditions shall not be interpreted in the future as a waiver of the obligation in question. The invalidity of an individual provision does not affect the validity of the other conditions. Any null and void agreement is replaced by the regulation that comes closest to achieving the contractual objective and its economic success.

16. Right of withdrawal

16.1 The right of withdrawal does not apply in the event of a sale concluded with a professional Buyer.

16.2 In the event of sale to a non-professional Buyer, it is recalled that the right of withdrawal does not apply to the Products which, by nature, cannot be separated, once delivered, from the other elements to which they have been added. This is particularly the case in the event of the sale of fuel.