The general terms and conditions of sale set out below (‘GTC’) detail the rights and obligations of Maintelec and the customer in connection with the provision and performance of services or the sale of spare parts and medical devices (hereinafter referred to as the ‘Product(s)’). In accordance with Article L 441-1 of the French Commercial Code, they constitute the sole basis of the commercial relationship between the Parties.
These services are essentially as follows:
Any provision of services or sale carried out by Maintelec implies the Customer’s acceptance of these general terms and conditions of sale. They apply, without restriction or reservation, to all services provided and Products sold by Maintelec, regardless of any clauses that may appear in the Customer’s documents, and in particular its general terms and conditions of purchase.
In accordance with current regulations, these General Terms and Conditions of Sale are systematically provided to any Customer who requests them, to enable them to place an order.
The information contained in Maintelec’s catalogues, leaflets and price lists is provided for guidance only.
The costs of providing services are set out in a quotation or a commercial proposal. The prices of the services and products sold are those in force on the date the quotation is drawn up, in accordance with the applicable Maintelec price list. They are quoted in euros and calculated exclusive of tax. They are subject to VAT at the applicable rate, plus any applicable logistics and transport costs.
Maintelec reserves the right to amend its prices at any time.
Payment for orders is made in accordance with the specific terms agreed with the Customer, either by bank transfer or by cheque.
By default, payment is due within 30 days net from the date of issue of the invoice.
No discount will be granted for early payment.
In the event of late payment of one or more invoices, and in the absence of specific information from the Customer regarding the date of payment, Maintelec will block the account, resulting in the suspension of the provision of current or future services.
In the event of total or partial non-payment of the price for services rendered and/or Products delivered, the Customer must pay Maintelec a late payment penalty equal to three (3) times the statutory interest rate. The statutory interest rate applied shall be that in force on the date of delivery of the services and Products. This penalty is calculated on the total amount (including VAT) of the sum remaining due, and shall accrue from the due date for payment of the price without the need for any prior formal notice.
In addition to late payment penalties, any sum, including the deposit, which remains unpaid by its due date shall automatically give rise to the payment of a fixed compensation of 40 euros in respect of recovery costs. Articles L-441-10 and D 441-5 of the Commercial Code.
In the event of a dispute, no set-off of any kind may be validly made by the Customer without the express consent of Maintelec.
Sales of Products are subject to retention of title. Consequently, the Customer shall not become the owner of the Products until they have been paid for in full. Notwithstanding the foregoing, the transfer of risk to the Customer takes effect upon delivery of the Products, both in respect of damage sustained by the Products and damage caused to third parties.
If, within fifteen days of the ‘Late Payment’ clause coming into effect, the Customer has not settled the outstanding amounts, the sale shall be automatically rescinded and may give rise to a claim for damages in favour of Maintelec.
Depending on the option selected, a charge for handling costs at the current rates will be invoiced, as stated in the quotation.
If the Product has been sent to a manufacturer, the diagnostic charges and return postage costs will be invoiced in accordance with the applicable current rates.
Failure to comply with the contractual payment terms will result in the warranty being suspended.
Any return of Product(s) must be subject to Maintelec’s prior written consent. Where applicable, the Customer shall bear the cost of transport.
In accordance with the relevant legal provisions, Maintelec guarantees the Customer against any lack of conformity in the services and any hidden defects arising from a fault in the design or provision of such services, excluding any negligence or fault on the part of the Customer.
Maintelec shall only be held liable in the event of proven fault or negligence, and such liability shall be limited to direct losses, to the exclusion of any indirect losses of any kind whatsoever.
In order to assert their rights, the Customer must, failing which they will forfeit any right to take legal action in this regard, notify Maintelec in writing of the existence of any defects within a maximum of 30 days of their discovery.
Maintelec shall rectify, or arrange for the rectification of, at its sole expense and in an appropriate manner, any services deemed to be defective. In any event, should Maintelec be held liable, its liability shall be limited to the amount (excluding VAT) paid by the Customer for the provision of the services.
Maintelec shall not be held liable if the non-performance or delay in the performance of any of its obligations set out in these general terms and conditions of sale arises from a force majeure event. In this context, force majeure refers to any external, unforeseeable and unavoidable event within the meaning of Article 1218 of the Civil Code, or to exceptional health or weather-related events beyond the control of the Parties.
The Party becoming aware of the event must, without delay, inform the other Party that it is unable to perform its obligation and provide the other Party with a justification for this. Under no circumstances shall the suspension of obligations give rise to liability for non-performance of the obligation in question, nor shall it give rise to the payment of damages or late payment penalties.
The performance of the obligation shall be suspended for the duration of the force majeure event, provided that it is temporary and does not exceed 60 calendar days. Consequently, as soon as the cause of the suspension of their mutual obligations ceases to exist, the Parties shall make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the Party prevented from performing its obligations shall notify the other Party of the resumption of its obligations by registered letter with acknowledgement of receipt. If the impediment is permanent or exceeds a period of 60 calendar days, this Agreement shall be terminated outright in accordance with the terms agreed in good faith between the Parties.
During this suspension, the Parties agree that any costs arising from the situation shall be borne by the Party prevented from performing its obligations.
Personal data collected from Customers is processed electronically by Maintelec. It is stored in its customer database and is essential for processing orders. This information and personal data is also retained for security purposes, in order to comply with legal and regulatory obligations. It will be retained for as long as necessary to fulfil orders and any applicable warranties.
The data controller is Maintelec. Access to personal data will be strictly limited to Maintelec employees who are authorised to process such data by virtue of their roles. The information collected may be disclosed to third parties contracted by the company to carry out subcontracted tasks, without the Customer’s authorisation being required. In the course of performing their services, such third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, Maintelec undertakes not to sell, rent, transfer or grant access to the data to third parties without the Customer’s prior consent, unless compelled to do so for a legitimate reason.
If the data is to be transferred outside the EU, the Client will be informed of this and will be provided with details of the safeguards put in place to protect the data (for example, the adoption of standard data protection clauses approved by the CNIL, the adoption of a code of conduct, the obtaining of CNIL certification, etc.).
In accordance with the applicable regulations, the Customer has the right to access, rectify, erase and transfer their personal data, as well as the right to object to the processing of their data on legitimate grounds; they may exercise these rights by contacting the data controller at the following address: adv.ventes@maintelec.eu.
Quotations, proposals, diagrams and, more generally, all documents provided or sent by Maintelec shall at all times remain its sole property, even if the Customer has been asked to contribute towards the associated costs.
Under no circumstances may any of these documents be disclosed to third parties or reproduced, nor may they be used, directly or indirectly, for any purpose other than the conclusion of the contract, without Maintelec’s prior written authorisation.
These General Terms and Conditions of Sale and any transactions arising therefrom are governed by French law. They are drafted in French. Should they be translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.
Any dispute relating to the interpretation and performance of these General Terms and Conditions of Sale shall be governed by French law. In the absence of an amicable resolution, any dispute arising from these terms and conditions and the agreements arising therefrom, concerning their validity, interpretation, performance, termination, consequences and repercussions, shall be brought before the Commercial Court of Lyon (Rhône – France).
These General Terms and Conditions of Sale are expressly approved and accepted by the Customer, who declares and acknowledges that they are fully aware of their contents, and therefore waives the right to rely on any conflicting document, in particular their own general terms and conditions of purchase, which shall not be enforceable against Maintelec, even if Maintelec is aware of them.
