HARDI Service GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS OR SERVICES

(Updated February, 1^st, 2022)

1. Scope

These General Sales Terms and Conditions (hereinafter “T&Cs”) apply to the HARDI Service web site located at www.shop.hardi.com (the “Site”) and govern the relationship between HARDI Service (hereinafter “Seller”) and any business customer making a purchase on the Site (hereinafter “Customer”). These T&Cs apply to business customers (meaning any person or entity acting within the scope of their commercial, industrial, craft, liberal or agricultural activity, including when he acts in the name or on behalf of another professional) only. Individual consumers purchasing Products for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession) cannot purchase on this Site.

Sale of any Products or Services is expressly conditioned on Customer’s assent to these Terms and Conditions. Any order is expressly limited to acceptance of these Terms and Conditions and the Seller expressly objects to any additional or different terms proposed by Customer. No Customer form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order to purchase products or receive services shall constitute Customer’s assent to these Terms and Conditions.

Seller reserves the right, at its sole discretion, to change, modify, add or remove portions of these T&Cs, at any time. It is the Customer responsibility to check these T&Cs periodically for changes. Consequently, Seller invites the Customer to consult the T&Cs before any new order. The T&Cs then in force will apply to all orders placed from their date of posting.

2. Definition

In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Contract” means either the contract agreement signed by both parties, or the purchase order signed by Customer and accepted by the Seller in writing, for the sale of Products or Services, together with these Terms and Conditions and Seller’s order acknowledgement. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.
“Customer” means the entity to which Seller is providing Products or Services under the Contract.
“Products” means the equipment, parts, materials, supplies, and other goods Seller has agreed to supply to Customer under the Contract.
“Seller” means the entity providing Products or performing Services under the Contract.
“Services” means the services Seller has agreed to perform for Customer under the Contract.
“Terms and Conditions” means these “General Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in Sellers final quotation or specifically agreed upon by Seller in writing.

3. Content

These T&Cs are only applicable to Products ordered, delivered, and invoiced to Customers established in Germany.

4. Order

The Site will guide Customer through the ordering process. Before submitting his order, the Customer will be given the opportunity to review and amend it. The Customer shall ensure that he has checked his order carefully before submitting it.

In order to place an order on the Site, the Customer can create his account or identify himself through a login.

Some information is essential for processing the order and is therefore indicated as a mandatory field on the information collection form by means of an asterisk (*). Any processing of personal data will be carried out in accordance with the provisions resulting from the legislation and regulations in force. The information given by the Customer, when taking the order, necessarily commits the latter.

Once his Products have been selected, the Customer checks the Products ordered and the corresponding quantities and makes any necessary changes thereto.

Any order implies acceptance of the prices and descriptions of the Products available for sale.

An e-mail acknowledging receipt of the order which summarizes all the characteristics of the order (content and number of the order, total price, place of delivery or collection, etc.).

The sale will be considered final:

After the sending to the Customer of the confirmation of the acceptance of the order by the Seller by e-mail;
And after receipt by The Seller of the full price.

Customer may cancel its order only with the prior written consent of Seller, which Seller may withhold in its sole discretion. All cancelations will be subject to payment to Seller of reasonable and proper cancelation charges. Customer may return Products only at its sole cost and only with the prior written authorization of Seller, subject to a restocking fee as agreed by the parties. No returns of special, custom, or made-to-order Products will be permitted. No returns will be permitted more than ten (10) working days after delivery. The Seller will only accept returned goods, if damaged at delivery or wrong items delivered.

5. Billing and payment

Prices are exclusive of tax and in euros and are those in effect at the time of the order, and, unless otherwise stipulated, are Ex-works (ICC®, 2020) and exclude shipping and handling charges, which are the obligation of Customer and will be added at checkout.

Seller makes all reasonable efforts to ensure that all prices shown on the Site are correct at the time of going online. The prices of the Products are those in force at the time of registration of the order by the Customer.

Seller reserves the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes in price will not affect any order that Customer has already placed or paid by Customer. However, if the VAT rate changes between Customer order being placed and Seller taking payment, the amount of VAT payable will be automatically adjusted when taking payment. If any taxes or contributions, in particular environmental, were to be created or modified, up or down, this change may be passed on to the selling price of the Products.

Delivery charges are not included in the price of Products displayed on the Site. For more information on delivery charges, please refer to basket. Delivery options and related charges will be presented to Customer as part of the order process.

In the unlikely event that Seller has shown incorrect pricing information, Seller will contact Customer in writing to inform Customer of the mistake. However, in the event of an obvious typographical error in the price of one or more Products, Seller will inform the Customer of the said error and will give the Customer the opportunity to reconfirm his order at the correct price or to cancel it.

Payment for Products and related delivery charges must always be made in advance and Customer will be prompted to pay during the order process.

Payment must be made in full for the order, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

For the payment of his order, the Customer has, at his option, all the payment methods listed on the Site.

The order will only be considered effective when the bank payment centers concerned have given their agreement. In the event of refusal by the said centers, the order will be automatically canceled and the Customer notified by e-mail.

By placing an order on the Site, the Customer guarantees that the payment information provided on the order is valid and correct and that he is authorized to use the payment method chosen.

If, in Seller’ judgment, the Customer’s purchase constitutes a high-risk transaction, Seller will require the Customer to provide Seller with a copy of his valid government issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase.

Seller reserves the right to change Products and Product pricing at any time. Seller also reserves the right to refuse any order placed by the Customer. Seller may, in its sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same Customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that Seller makes a change to or cancel an order, Seller may attempt to notify the Customer by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

6. Delivery and shipping terms

The delivery is made only after confirmation of payment by the banking institution. Deliveries are made within the limits of available stocks and are made only in Germany. Delivery costs will be invoiced at the order.

For export shipments, Seller shall deliver Products to Customer Ex-Works (EXW) Seller’s facility or warehouse (Incoterms ICC®, 2020). Customer shall pay all delivery costs and charges or pay Sellers standard shipping charges plus handling. Partial deliveries are permitted. The seller may deliver Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by The Seller of all information necessary to proceed with the work without interruption. If Products delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, Customer shall so notify Seller within ten (10) working days after receipt.

Risk of loss shall pass to Customer upon delivery, except that for export shipments from France, risk of loss shall transfer to Customer upon title passage.

If any Products to be delivered under this Contract cannot be shipped to or received by Customer when ready due to any cause attributable to Customer, Seller may ship the Products to a storage facility, including storage at the place of manufacture or repair, or to an agreed freight forwarder. If Seller places Products into storage, the following apply: (i) title and risk of loss immediately pass to Customer, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) a fee of two percent (2%) of the value of the Products will be charged to Customer; and (iv) when conditions permit and upon payment of all amounts due, Seller shall make Products and repaired equipment available to Customer for delivery.

Any liability of Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

7. Retention of title

The delivered Products remain the property of Seller until full and effective payment of the price by the Customer (effective collection of payment by the Seller). Consequently, the Customer undertakes, as long as the property is not transferred to him, to take all the necessary precautions for the good conservation of the Products. The Customer shall bear all risk of loss or damage to the Products: either from the moment the Customer or a third party designated by him takes physical possession of the goods, or from the handing over of the goods to the carrier when the Customer has entrusted the delivery of the goods to a carrier other than that proposed by Seller.

8. Faulty, Damaged or Incorrect Products

Seller warrants that the Products, on delivery shall be as described; be free from material defects in design, material, and workmanship; and be of satisfactory quality.

In all cases, the Customer must, at his own expense and under his responsibility, check or have checked the quantities and the condition of the package and Products upon receipt.

In the event of defects, non-conformities, damage, deterioration or missing items, the Customer must, in addition to the reservations to be made on the delivery or collection note, make reservations or exercise his recourse against the carriers in writing within three (3) days of delivery, by extrajudicial document or registered letter with acknowledgment of receipt in accordance with the provisions of Articles L. 133-3 and L. 133-4 of the French Commercial Code. A copy must be sent to the Seller at the same time. The Customer must provide all evidence confirming the existence of the defects or faults identified. Acceptance of delivery without reservation or in a manner not compliant with the conditions set out above covers all visible defects, compliance defects and/or missing Products; the Products shall then be deemed accepted by the Customer.

Failing this, the Customer will be deprived of any recourse against the carrier and against the Seller for the defects, non-conformities, damage, deterioration or missing items noted. A statement such as “subject to unpacking” has no legal value and cannot constitute a reserve.

Customer must give the Seller a reasonable opportunity to examine the Products in question. Customer shall allow the Seller to proceed with the acknowledgement of these defects or faults so as to be able to remedy the same, if caused by the Seller.

If any Products purchased do not comply, Seller shall, at his own choice, repair the affected Products, replace them, or issue the Customer with a full refund for the price of the damaged Products. Customer cannot claim any compensation or cancel the sale in any way.

Seller will not be liable for any non-compliance with the provisions of this clause of any Products if any of the following apply:

Customer has made any further use of the affected Products after giving Seller written notice of the non-compliance;
The non-compliance has arisen as a result of the Customer failure to follow Sellers instructions on the correct usage, maintenance, installation, storage of the affected Products or, where no instructions are provided, Customer failure to follow good trade practice with respect to the same;
The non-compliance has arisen as a direct result of any information (incorrect or otherwise) provided by Customer to Seller;
The Customer has made any unauthorized alterations or repairs to the affected Products; or
The non-compliance is the result of normal wear and tear, deliberate damage, negligence, or abnormal or unsuitable working conditions.

Except as provided in this clause, Seller shall have no further liability to Customer with respect to Products which do not comply with this clause.

To return Products to the Seller for any reason under this clause, please contact Seller at [email protected]

Seller will be responsible for the costs of returning Products under this clause and will reimburse Customer where appropriate. Refunds (whether full or partial) under this clause will be issued within 7 days of the day on which Seller agrees that Customer is entitled to the refund. Any and all refunds issued under this clause will include all delivery costs paid by Customer when the Products were originally purchased. Refunds under this clause will be made using the same payment method that the Customer used when ordering the Product.

9. Warranty

For certain Products, a commercial guarantee may be offered to the Customer. In such a case, the duration, scope and conditions of this warranty will be provided to the Customer.

10. Disclaimer of Warranty

Seller warrants that all Products manufactured by Seller shall, at the time of sale, comply with applicable Sellers specifications. All Products not manufactured by Seller are sold only with the warranties provided by the manufacturer of Products, if any. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCTS, AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

All Products are sold for commercial use only and are not intended for use by consumers. Accordingly, Seller disclaims all warranties to consumers, as defined by the French and European legislations. Any inspection services provided by Seller at Customer’s request shall be provided as a customer service only and shall not be deemed to act as a warranty or approval of Customer’s installation, use, or maintenance of the Products, nor shall Sellerbe liable for failure to detect improper use, installation or maintenance of the Products by Customer.

11. Limitation of Liability

The Products offered comply with the French legislation in force. Seller cannot be held liable in the event of non-compliance with the legislation of the country where the Product is delivered (for example in the event of a ban on a title or a Product). It is up to the Customer to check with the local authorities the possibilities of importing or using the Products or services he plans to order.

It is hereby expressly agreed that Sellers liability is triggered in relation to any direct and material damage related to the Product.

IN NO EVENT SHALL Seller BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL Seller AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE SELLER FOR THE PRODUCTS SOLD HEREUNDER OR, AS TO SERVICES, FOR THE AMOUNTS PAID TO THE SELLER FOR SERVICES PERFORMED HEREUNDER.

Seller has no liability in the event of the incorrect use or installation of the Product by Customer or a third party

12. Force majeure

All circumstances beyond the control of the parties preventing the execution under normal conditions of their obligations are considered as causes for exemption from the obligations of the parties and lead to their suspension. The party who invokes the circumstances referred to above must immediately notify the other party of their occurrence, as well as of their disappearance. Will be considered as cases of force majeure all irresistible facts or circumstances, external to the parties, unforeseeable, inevitable, beyond the control of the parties and which cannot be prevented by the latter, despite all reasonably possible efforts. Expressly, the following are considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French courts and tribunals: the blocking of means of transport or supplies, earthquakes, fires, storms, epidemics, floods, lightning, disruption of telecommunications networks or difficulties specific to telecommunications networks external to customers. If the interruption is temporary, the order is suspended automatically and without compensation. If the event lasts more than thirty (30) days from the date of the event itself, the order may be terminated by either party, with neither party being entitled to claim damages.

13. Intellectual Property

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Seller, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these T&Cs, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, modified, printed, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Sellers express prior written consent. Inclusion of any part of the Site and Contents in another work, whether in printed or electronic or another form or inclusion of any part of the Website and Services on another resource by embedding, framing or otherwise without the express permission of Seller is prohibited.

The fact that Seller does not initiate proceedings upon becoming aware of these unauthorized uses does not constitute acceptance of said uses and waiver of prosecution.

Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third-parties are infringed by goods received from suppliers and/or buyers via Seller or third-parties via them, including but not limited to goods, models and drawings for the manufacture and/or delivery of certain Products.

14. Compliance with Laws

Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations; however, Customer acknowledges that Products may be used in various jurisdictions for various applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all applicable laws and regulations. Seller disclaims any representation or warranty that the Products conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by Seller in writing. Customer shall comply with all applicable laws, regulations and ordinances. Seller may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

The Products, items, technology or software covered by a quotation/order may be subject to various laws. Seller is committed to complying with all relevant export laws. Customer is responsible for applying for export licenses, if required, based on end user or country of ultimate destination. Customer shall not trans-ship, re-export, divert or direct Products other than in and to the ultimate country of destination declared by Customer and specified as the country of ultimate destination on Sellers invoice. Customer agrees to indemnify and hold Seller harmless from any and all costs, liabilities, penalties, sanctions and fines related to non-compliance with applicable export laws and regulations.

Customer represents and warrants that it is not subject to any trade sanctions imposed by the U.S., EU and/or UN and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) with respect to Products sold hereunder, and shall provide evidence of compliance with the foregoing as Seller may reasonably request from time to time.

Customer represents and warrants that it is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official.

15. Confidential Information.

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Sellers request, Customer shall promptly return all documents and other materials received from Seller. Sellershall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

16. Personal Data

Seller, as data controller, may be required to collect certain personal data. The data protection policy of Seller is accessible on the Site and informs the User of the way in which the personal data that he may be required to provide is processed, that is to say collected, used, shared, kept or deleted. This policy also details the rights that the User has in this regard and how he can exercise them.

17. Photographs et representation of products

Seller makes all reasonable efforts to ensure that all descriptions and graphical representation of Products available correspond to the actual Products. The photographs of Products, accompanying their description, are not contractual and do not bind Seller.

The images of Products are for illustrative purposes only. There may be slight variations in colour between the image of a Product and the actual Product sold due to differences in device displays
and lighting conditions. The images and/or descriptions of packaging are for illustrative purposes only, the actual packaging of Products may vary.

18. Governing Law; Dispute Resolution

All matters relating to these T&Cs and to the sales to which they apply shall be governed by and construed in accordance with French law. Any disputes arising in relation to the interpretation or performance of these T&Cs shall, failing amicable settlement, be subject to the exclusive jurisdiction of the courts of Paris, France.

19. Miscellaneous

19.1. Amendment and Modification. These Terms and Conditions may only be amended or modified in a writing which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party.

19.2. Waiver. No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Contract operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19.3. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Contract or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Contract, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

19.4. Severability. If any term or provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

19.5. Survival. Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Indemnification, Submission to Jurisdiction/Arbitration and Survival.

19.6. Complete Agreement. These General Terms and Conditions constitute the entire agreement between Customer and Seller relating to the subject matter hereof, and supersede all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.

19.7. Language. The English version of the T&Cs prevails over any other version. This can be requested by contacting [email protected]