Article 1. Identification of the Vendor, application and enforceability of the GTCS

1.1. The present order is placed with REVOLT ENERGY GREEN, a French company registered under number 982 187 528, whose registered office is located at Che des Glodennes 59178 Hasnon, and whose customer service department is located at contact@revolt-energygreen.com; and whose telephone number is available from Monday to Friday from 8 a.m. to 5 p.m. (French time):
0 800 94 25 81 (hereinafter referred to as the “Vendor”).
1.2. The Vendor sells to professionals equipment which it has designed and manufactured itself, hereinafter referred to as the “Products”.
1.3. The weights, dimensions, photos and diagrams of the Products are given for information purposes only and are not binding. Product performance data provided by the Seller are estimates only. As conditions of use are often very different, these values are given by the Vendor as an indication only. It is the Customer’s responsibility to verify these values in situ by one or more qualification tests. The Vendor cannot be held responsible in the event of any discrepancy between his estimates and the Customer’s use.
The Vendor reserves the right to make any changes to materials, manufacturing and packaging methods which do not alter the main characteristics of the products, at any time and without prior notice.
1.4. These general terms and conditions govern the sale of Products between the Seller and its professional and independent customers, for its own needs, hereinafter referred to as the “Customer”.
1.5. These General Terms and Conditions of Sale (GTCS) are sent or given to each Customer to enable them to place an order. They appear on the Vendor’s website. Any order placed by the Customer implies unreserved acceptance of these GSC.
1.6. No document other than these GCS, hereinafter also referred to as the “Contract”, shall be enforceable against the Vendor unless the latter has expressly and unambiguously accepted it in advance.

Article 2. Orders

2.1. Orders are sent to the Vendor either by one of its representatives or employees, or by quotation drawn up and sent electronically by the Vendor and signed by the Customer within a maximum of 30 days, or by e-mail from the Customer to the Vendor.
2.2. To be valid, the order must specify, in particular, the quantity and references of the Products as well as the agreed price, terms of payment, place and date of delivery or collection.
2.3. Orders are final, even when taken through the intermediary of the Vendor’s representatives or employees, only when they have been confirmed in writing by the Vendor; and the deposit paid by the Customer, when a deposit is mentioned on the order form.
2.4. In the event of shortages, the Vendor will fill orders in the order in which they are received, subject to availability.
2.5. Any modification or cancellation of an order requested by the Customer can only be accepted by the Vendor if it is received in writing within 4 weeks of the order being sent, and if production of the order has not begun.
2.6. In all other cases, the Vendor is free to accept or reject the modification or cancellation of the order, without giving any reason. If the Seller does not accept the modification or cancellation, any deposits paid will not be returned, and no compensation will be due.

Article 3. Delivery

3.1. Delivery is made in accordance with the order either by direct handover of the Product to the Customer, or by simple notice of availability, or by delivery to the Seller’s premises or warehouses.
3.2. The Customer agrees to pay the delivery charges presented by the Vendor and accepted by the Customer.
3.3. The Products will be delivered within a period of time indicated on the order acknowledgement. The Vendor undertakes to deliver the Customer’s orders as soon as possible, and to use its best efforts to comply in any event with the deadlines mentioned on the day of the order.
3.4. The Customer undertakes to take delivery on the day agreed with the Vendor.
3.5. Exceeding delivery dates may not give rise to refusal of goods or cancellation of orders in progress. However, if two months after the date initially scheduled for delivery, delivery has not taken place for any reason other than force majeure or fortuitous event, either party may request cancellation of the order without indemnity or damages.

Article 4. Risk and acceptance

4.1. Products travel at the Customer’s or the Seller’s risk, depending on the applicable Incoterm.
4.2. If the Customer bears the risk from the time of dispatch from the Seller’s warehouse, the Customer must insure the goods belonging to the Seller against any damage at its own expense for the duration of the reservation of title, and provide proof thereof to the Seller on first request.
4..3 In the event of damage or shortages, apparent defects or non-conformity of the Product delivered with the Product ordered or with the dispatch note, the Customer must make all necessary observations, and confirm his reservations by email to the carrier and by email to the Vendor, within 48 hours of receipt of the Products delivered and disputed.
4.4. In all cases, the Customer must provide full justification, in particular the Product number, the purchase invoice and a video and photographs showing the reality of the defects or anomalies observed. The Customer must allow the Vendor every opportunity to observe and remedy the defects. He shall refrain from intervening himself or having a third party intervene for this purpose.
4.5. For Products sold in packaged form, weights and measures at the time of shipment are taken as proof of quantities delivered. Quantity tolerances affecting delivery will be plus or minus 5% calculated on the basis of the number of units stated in the order.
4.6. The duration of the acceptance or verification procedure may not have the effect of either increasing the duration or shifting the starting point of the maximum payment period.
4.7. The Vendor does not guarantee defects and non-conformities which have not been notified in accordance with the above conditions.
4.8. Damages resulting from the Seller’s liability shall not exceed half the price of the Product concerned.

Article 5. Product returns

5.1. It is forbidden to refuse or return goods, except in the case of justified non-conformity.
5.2. All Product returns must be the subject of a written and unambiguous agreement between the Vendor and the Customer. Proof of default must be provided. The Vendor has a reasonable period of time in which to verify and, if necessary, contest the reality of the corresponding grievance.
5.3. Any Product returned without this agreement will be held at the Customer’s disposal and will not give rise to compensation. The costs and risks of return are always borne by the Customer.
5.4. Returned goods must be accompanied by a return slip to be attached to the parcel and must be in the condition in which they were delivered by the Vendor.
5.5. In the event of an apparent defect or non-conformity of the Products delivered, duly noted by the Vendor under the conditions set out above, the Customer may obtain free replacement or reimbursement of the Products at the Vendor’s discretion, to the exclusion of any indemnity or damages.

Article 6. Product warranty, hidden defects

6.1. Products are guaranteed against any material or manufacturing defect rendering them unfit for their intended use, for a period of 1 year from the date of delivery. Interventions under this warranty shall not have the effect of extending its duration.
6.2. Under this warranty, the Vendor’s sole obligation shall be, at its option, to replace free of charge or repair the Product or component recognized as defective by its services, unless this method of compensation proves impossible or disproportionate.
6.3. In order to benefit from the warranty, any Product must first be submitted to the Vendor’s after-sales service, whose written and unambiguous agreement is essential for any replacement. It is the Customer’s responsibility to provide any justification, in particular the Product number, the purchase invoice and a video and photographs showing the reality of the defects. Shipping costs, if any, shall be borne by the Customer, who shall not be entitled to any compensation in the event of the Product being immobilized as a result of the application of the warranty.
6.4. This warranty does not apply to apparent defects. Also excluded are defects and deterioration caused by natural wear and tear or by an external accident, by a modification of the Product not foreseen or specified by the Vendor, by its abnormal use, for its use in conditions different from those for which it is manufactured, notably in conditions not prescribed by the Vendor.
6.5. In the event that a Product has been returned to the Vendor, but in reality its malfunction is the result of an element excluded from any warranty and referred to above (for example, improper treatment or misuse of the Product by a Customer’s user), all costs incurred by the Vendor shall be paid by the Customer.
6.6. Any Product which is not covered by this warranty (e.g. apparent defects) may be presented to the Vendor for repair, after written agreement has been given by the Vendor, in accordance with articles 4 and 5.

Article 7. Training in the use of the Product

The Vendor trains the Customer’s users on the Products delivered.
Training lasts 1 or 2 days, and takes place on the premises designated by the Customer.
The Customer undertakes to comply with all the instructions mentioned in the Product’s technical manual, which will be explained during this training.
Any improper use of the Products by the Customer’s users may not give rise to the Vendor’s warranty or liability.

Article 8. Prices and payment terms

8.1. The Products will be sold by the Vendor to the Customer at the price mentioned on the quotation or agreed between them.
8.2. All costs incurred in the Customer’s country which have not been foreseen at the time the contract was concluded, including taxes and collection costs, are to be borne by the Customer.
8.3. The Vendor nevertheless reserves the right to revise the selling price in the event of a variation in the price of raw materials or consumables of more than 5%.
8.4. Prices are net, excluding transport and taxes.
8.5. An initial invoice for 50% of the order price is issued at the time the order is placed.
The order becomes final only after payment of this invoice has been received by the Vendor.
A final invoice for 50% of the Vendor’s price for the Products is issued before delivery.
The Product is shipped only after payment of this invoice has been received by the Vendor.
8.6. The price is payable within 30 days of the invoice date. The Vendor does not intend to grant any discount for payment in cash, or on a date earlier than that resulting from the present GTCS, unless the Vendor has given prior written agreement to this effect.
8.7. The Seller’s invoices will be paid by Swift bank transfer to the designated bank account.
8.8. Any delay in payment will give rise, without the need for a reminder, to penalties at the rate of three times the legal interest rate in force on the day of the unpaid due date and to a fixed indemnity of €40 for collection costs. The Seller shall be entitled to suspend all diligence.
8.9. Any collection by means of litigation shall automatically entail, at the Customer’s expense, an indemnity by way of penalty clause of fifteen (15%) % of the amount of invoices unpaid on their due date, without prejudice to any claims which may be brought before the courts.
8.10. The Vendor reserves the right, at any time, depending on the risks incurred, to set a ceiling on each Customer’s overdraft and to require certain payment deadlines or guarantees.
This will be the case in particular if a modification, or if an assignment, rental, pledging or contribution of its business has an unfavorable effect on the Customer’s credit.
8.11. THE SELLER RESERVES OWNERSHIP OF THE GOODS DELIVERED UNTIL FULL PAYMENT OF THE PRICE, NOTWITHSTANDING ANY CLAUSE TO THE CONTRARY, UNLESS THE PARTIES HAVE EXPRESSLY AGREED IN WRITING TO WAIVE THIS CLAUSE. THE CUSTOMER MAY NOT RESELL THE GOODS WITHOUT THE SELLER’S PRIOR EXPRESS AUTHORIZATION.
8.12. In the event of non-payment by the agreed due date, the sale will be cancelled by operation of law after formal notice has been sent to the Customer by registered letter with acknowledgement of receipt and has remained unsuccessful. For the implementation of the present clause, if a Product is in the Customer’s possession, it is presumed to be the unpaid Product.

Article 9. Personal data

9.1. The Customer is hereby informed that the Seller, as a Data Controller within the meaning of the European Data Protection Regulation (RGPD), implements processing of personal data collected from the Customer.
9.2. The Customer has the right to access, rectify, query, oppose, port and delete data concerning him or her. The Customer may exercise these rights by writing to the Vendor at the address given at the top of these GCS. The Customer is informed that the exercise of some of these rights may result in the Vendor being prevented from carrying out its mission in whole or in part. The Customer is informed that he has the right to lodge a complaint with the CNIL.

Article 10. Force majeure

10.1. If, as a result of force majeure, the Seller is obliged to interrupt its supplies, performance of the Contract will be suspended for the time during which it is unable to make deliveries.
10.2. As soon as the impediment due to force majeure ceases, the obligations under the Contract will resume for the remaining duration of the Contract.
10.3. Force majeure is any event, of whatever nature, which is beyond the reasonable control of either of the Parties.
10.4. The following are also considered to be cases of force majeure strikes or industrial unrest by service providers or employees of the Seller disrupting the production or distribution of Products; natural disasters; extreme climatic events; war or armed conflict which may lead to major and sudden interruptions of business activities; epidemics or pandemics; sudden and unforeseen governmental acts, such as embargoes, economic sanctions or export bans; unexpected shortages of raw materials essential to the production of Products; damage to essential infrastructures such as major power failures, communication network failures or transportation infrastructure failures.

Article 11. Unforeseen change of circumstances

11.1. The Parties declare that they wish to give full effect to article 1195 of the French Civil Code, and therefore agree to renegotiate the Contract in the event that a change in circumstances unforeseeable at the time of conclusion of the Contract renders its performance excessively onerous for one of them, even though it had not agreed to assume the risk. The said Party will continue to perform its obligations during the renegotiation.
11.2 In the event of refusal or failure of renegotiation, the Parties may agree to terminate the Contract by mutual agreement or, in the absence of agreement, request the revision or judicial termination of the Contract.

Article 12. Privacy

12.1. The Customer shall refrain, both during the term of the Contract and for two years following the end of the contractual relationship, from disclosing any information to which it may have had access in the course of the negotiations and performance of the present Contract, expressly mentioned as being confidential, and likely to favour the interests of a company competing with the Vendor or to harm the latter, even indirectly.
12.2. The content of each quotation or order form issued by the Vendor is confidential, which the Customer acknowledges.
12.3. The Customer shall ensure compliance with this obligation by its personnel, for which it shall act as guarantor towards the Vendor.

Article 13. Circulation of the Contract

13.1. The Customer acknowledges that the contract has been concluded intuitu personae in consideration of the distribution of its capital and its legal, financial and operational situation as communicated prior to the order.
13.2. Where applicable, the Customer undertakes to inform the other Party in advance of any significant change envisaged in the distribution of its capital or its legal situation.
13.3. Should the Customer transfer all or part of its business, it undertakes to provide the Seller with a written undertaking by the transferee to comply with all the provisions of this Contract.
13.4. Notwithstanding the transfer of the Contract under the aforementioned conditions, the Customer shall be jointly and severally liable with the Transferee towards the Vendor for the performance of the obligations under the Contract.
13.5. The Vendor may subcontract part of its obligations under the Contract. The Seller remains solely responsible for the performance of the entire Contract.

Article 14. Independence

The Customer, an independent merchant, operating his own business, is neither a subsidiary nor a branch of the Vendor, and acts in his own name and under his sole responsibility in his dealings with third parties. The Customer may not, therefore, in any way engage the liability of the Vendor as a result of its business operations. The Customer undertakes not to be economically dependent on the Vendor and to inform the Vendor if its sales with the Vendor represent more than 30% of its total sales.
The Customer declares:
– that it has made all the declarations and registrations required for the exercise of its activity;
– that it has made all declarations to the social security bodies and tax authorities and that it is up to date with the payment of all social security contributions, taxes and insurance premiums of any kind whatsoever, in particular as a result of the employment of salaried staff, and undertakes to remain up to date with their payment throughout the performance of the present contract.
– to have filed with the tax authorities, on the date of the certificate, all mandatory tax declarations and undertakes to forward the receipt for the filing of the declaration with a business formalities center when the Customer is not required to register with the RCS or the trade register and is unable to produce the documents mentioned below.
The Customer warrants :
– the work is carried out by regularly employed employees in compliance with the applicable rules of labour law;
– if it employs foreign workers, that these workers will be authorized to work in accordance with the applicable regulations;
– that it has provided its employees with pay slips that comply with applicable legislation;
– that he or she has not been convicted of any illegal employment offence under the French Labor Code,
– that its subcontractors involved in the performance of the present contract are duly registered with the social organizations to which they belong.
The Customer undertakes to transmit to the Vendor upon signature of the present contract and, where applicable, every six (6) months during the term of the present contract:
– proof of registration (e.g. K-BIS extract or similar) and;
– a URSSAF certificate of vigilance, in accordance with article R.8222-1 of the French Labour Code.
The Customer executes the contract in complete independence, bearing alone all the responsibilities, charges and obligations associated with its activities and employees, as well as with the management of its business, which it operates at its own risk.

Article 15. General provisions

The present document (including its preamble) represents the entire Agreement between the Parties.
In the event of any contradiction between the text of the Agreement and any of the appendices, the Agreement shall prevail.
Any modification may only result from an agreement recorded in a writing signed by both Parties.
If any provision of the Agreement is annulled in whole or in part, the validity of the remaining provisions of the Agreement shall not be affected. In such a case, the Parties shall, if possible, replace the cancelled provision with a valid provision corresponding to the spirit and purpose of the Contract.
It is expressly stated that all the clauses contained in this Contract constitute essential clauses without which the Parties would not have agreed.
The headings of the articles of the Contract are for ease of reference only and shall not in themselves be deemed to have any contractual value or special meaning.
The fact that one of the Parties does not invoke against its partner the breach of any of the contractual obligations may not be interpreted as a waiver of the right to invoke it subsequently or to benefit from it at a later date.
The present Contract may be accepted by exchange of e-mails between the Parties, by electronic signature or by handwritten signature.
The Customer undertakes to take all appropriate measures to ensure that the commitment made is only made by the legal representative mentioned at the top of this document.

Article 16. Disputes

16.1. The contract is subject to French law.
16.2. In the event of a dispute relating to the interpretation or performance of their agreements, the parties shall seek an amicable settlement prior to any litigation, and shall provide each other with all necessary information to this end.
Should direct negotiations between the parties fail, they agree to give preference to mediation through an institutional mediation center.
16..3 In the event of failure of the mediation process, the Commercial Court of the Seller’s registered office, Valenciennes, shall have exclusive jurisdiction in the event of any dispute of any nature whatsoever or any dispute relating to the formation or performance of the order, unless the Seller prefers to bring the matter before any other competent court.
This clause applies even in the event of summary proceedings, incidental claims, multiple defendants or warranty claims, and regardless of the method and terms of payment, without any jurisdictional clauses that may exist in purchasers’ documents preventing the application of this clause.