GENERAL TERMS AND CONDITIONS OF SALE & SERVICES (MAINTENANCE)

1.SCOPE OF APPLICATION

  1. These General Terms and Conditions of Sale (the “GTC”) shall apply to all sales of gas generator machines, components, and service provisions (after-sales service, maintenance) performed by BULANE.
  2. They shall apply to any purchaser or customer, hereinafter referred to as “the Customer”.
  3. Any order implies the unconditional acceptance of these GTC.
  4. The GTC are systematically transmitted with commercial/contractual documents.
  5. Contractual hierarchy: In the event of any conflict, the order of priority shall be as follows:
    • Framework Agreement (if applicable)
    • These General Terms and Conditions of Sale and Services are referred to as “BULANE GTC”
    • Special conditions stated in the quotation and/or order
    • Customer’s General Terms and Conditions of Purchase

2.DEFINITIONS

Gas Generator Machine (electrolyzer): means all machines developed and/or sold by BULANE.
Components: means all accessories (torches, nozzles, etc.) manufactured by BULANE or any other manufacturer approved by BULANE.

Contractual Documents: means the following documents:

  • These General Terms and Conditions
  • Special Conditions (appearing in the Quotation and/or commercial agreement)
  • Commissioning and/or training report
  • Quotation
  • Purchase Order
  • Delivery Note
  • User Manual
  • User Guide
  • Service Agreement
  • Provision Agreement
  • Commercial Agreement
  • Invoices

Price List: List of prices excluding taxes that may be communicated for information purposes. Firm price upon quotation requests valid for 30 days.

After-Sales Service (ASS): means troubleshooting and repair interventions performed by BULANE on its products.

Maintenance: means periodic servicing and/or corrective interventions aimed at ensuring the proper functioning of equipment.

Service Agreement: means the customized maintenance agreement for strategic customers, defining intervention procedures and service levels.

    3.ORDERS

    1. Each order shall have a Customer’s internal reference (confirmation email, signed quotation, purchase order). The order shall specify the characteristics of the products or services, prices, delivery times and payment terms.
    2. The Customer must provide all necessary information, including their specific needs and technical constraints.
    3. The order shall be evidenced by the sending of a purchase order from the Customer or a signed quotation if one was previously requested, or a written confirmation of acceptance from the Customer.
    4. The order shall be firm and final upon acceptance by BULANE, evidenced by an Order Acknowledgment (OA) sent to the Customer.
    5. Any cancellation of an order by the Customer, after its acceptance by BULANE, shall result in the retention of the deposit paid and may give rise to additional compensation to BULANE for costs incurred and loss of profit.
    6. A flat fee of €50 shall apply to orders under €300, excluding taxes and excluding shipping costs.

    4.PRICES – CURRENCY – PRICE REVISION – INCOTERM

    1. Prices are indicated excluding taxes and in euros (€), ex-works BULANE factory/warehouse (Incoterm EXW 2024), unless otherwise specified in the quotation.
    2. The applicable prices are those in force on the date of the order, as indicated in the quotation.
    3. Price revision: Prices may be revised upwards or downwards based on changes in economic factors affecting the cost of production or distribution of products (raw materials, energy, transport, wages, exchange rates, etc.). Any price revision shall be subject to written notification to the Customer.
    4. Prices do not include transportation, insurance, customs, and other ancillary costs, which shall be borne by the Customer, unless otherwise stipulated.

    5.PAYMENT TERMS AND CONDITIONS

    1. For Machine sales, a deposit of 30% of the total order amount is required upon ordering, unless special conditions are specified in the quotation.
    2. The balance of the price shall be payable within 30 days net from the date of receipt of the invoice, unless otherwise specified in the quotation.
    3. Payments shall be made by bank transfer or direct debit, according to the terms indicated on the invoice.
    4. Any late payment shall automatically result in the application of late payment penalties, calculated based on three times the applicable legal interest rate (€40), as well as the immediate due and payable status of all amounts owed by the Customer to BULANE.
    5. In the event of non-payment at maturity, BULANE reserves the right to suspend the execution of orders in progress and/or to terminate the sales agreement, without prejudice to any damage it may claim.

    6.DELIVERY – ACCEPTANCE – TRANSFER OF RISKS

    1. Delivery of products shall be made at the location indicated by the Customer when ordering (installation site/delivery address).
    2. Unless otherwise stipulated, products shall travel at the Customer’s risk, regardless of the mode of transport. It is the Customer’s responsibility to verify the condition of products upon receipt and to record all reservations (with supporting videos and photos) with the carrier in the event of damage or missing items.
    3. The acceptance of machines shall be the subject of a commissioning report prepared jointly by BULANE and the Customer, attesting to the conformity of the delivered products with the order. This step falls under the distributor’s responsibility when the latter handles direct sales. In such case, BULANE’s liability shall not be engaged.
    4. In the absence of reservations stipulated by the Customer upon receipt, the products shall be deemed compliant and free of any apparent defects.
    5. The transfer of ownership of products to the Customer is subject to full payment of the price.

    7.COMMISSIONING – TRAINING

    1. The installation site must comply with the technical specifications defined in the installation guide and/or product user manual.
    2. The Customer undertakes to prepare site access, clear the required space for equipment installation and provide the necessary electrical supply.
    3. BULANE ensures the commissioning of equipment and offers user training to enable the Customer to use the products safely and efficiently. This step falls under the distributor’s responsibility when the latter handles direct sales. In such case, BULANE’s liability shall not be engaged.
    4. Final commissioning and user training shall be the subject of a commissioning report signed by BULANE and the Customer. This step falls under the distributor’s responsibility when the latter handles direct sales. In such case, BULANE’s liability shall not be engaged.

    8.WARRANTY AND PRODUCT RETURNS

    1. Warranty period:
      Gas generator machines: BULANE warrants its gas generator machines for a period of twenty-four (24) months from the delivery date against any design or operational defects, subject to use in accordance with technical specifications.
      BULANE Components: Components manufactured by BULANE are warranted for a period of twelve (12) months from the delivery date against any design or operational defects.
      Third-party components: Components not manufactured by BULANE are warranted according to the warranty conditions established by the relevant manufacturer. It is the Customer’s responsibility to refer to the manufacturer’s specific warranty conditions.
    2. General warranty conditions: The warranty covers design or operational defects of products, excluding any other cause. The warranty only applies to products used in accordance with the manufacturer’s specifications and industry standards.
    3. Warranty exclusions: The warranty does not cover damage, malfunctions or defects resulting from:
      • Abnormal or improper use of products
      • Handling errors, maintenance or operation not in accordance with the manufacturer’s specifications
      • Any intervention whatsoever (repair, modification, etc.) performed by a third party not authorized by BULANE
      • Failure to fulfill maintenance obligations or handling errors, in accordance with the user manual
      • Normal wear and tear of products
      • Storage defect at the Customer’s premises
      • Chemical phenomenon
    4. Warranty procedures: If the defect is covered by the warranty, BULANE undertakes, at its option, to replace or repair the defective product. Product return costs shall be borne by the Customer, unless otherwise agreed by BULANE. Replaced or repaired products are warranted under the same conditions as original products, but the warranty period shall not be extended due to replacement or repair.
    5. Product returns: For any product claim, please contact orders@bulane.com.

    9.AFTER-SALES SERVICE (ASS) AND MAINTENANCE

    1.General provisions:

      BULANE undertakes to provide quality After-Sales Service (ASS) to ensure customer satisfaction and guarantee the sustainability of its equipment. ASS includes troubleshooting, repair, preventive, and corrective maintenance interventions, as well as the supply of spare parts. BULANE also offers customized maintenance agreements to meet the specific needs of its customers.

      2.Types of ASS and Maintenance Interventions:

      Remote diagnosis: In the event of a problem, the Customer must contact BULANE’s technical support by phone (+33 6 43 89 68 84) or email (support@bulane.com) to obtain an initial remote diagnosis. BULANE’s ASS technician will attempt to resolve the problem remotely by guiding the Customer through the necessary procedures.

      Sending spare parts: If the remote diagnosis reveals that a spare part is defective, BULANE may send the replacement part to the Customer, provided that the Customer is able to replace the part themselves. This option is preferred for non-strategic parts and Customers with the necessary technical skills.

      On-site intervention: If the problem cannot be resolved remotely or if the Customer does not have the necessary technical skills, a BULANE ASS technician may travel to the Customer’s site to perform troubleshooting or repair intervention. Travel and labor costs are invoiced according to current rates or according to conditions defined in the quotation or maintenance agreement.

      Workshop return for repair: In some cases, it may be necessary to return the defective equipment to BULANE’s workshop for repair. This option is preferred for complex interventions requiring specific equipment or particular skills. Round-trip transportation costs shall be borne by the Customer, unless otherwise stipulated in the quotation.

      3.Maintenance Agreements:

      BULANE offers customized maintenance agreements to meet the specific needs of its customers. These agreements may include:

      • Preventive maintenance: periodic visits to check equipment condition, make necessary adjustments and replace wear parts
      • Corrective maintenance: troubleshooting and repair interventions in case of breakdown or malfunction
      • On-site visit
      • Supply of spare parts
      • Labor package
      • Maintenance agreements are offered to strategic customers and customers with specific needs regarding the availability and performance of their equipment

      4.ASS intervention request procedure:

      For any ASS intervention request, the Customer must contact BULANE’s technical support by phone or email and provide the following information:

      • Equipment serial number (located on the back of machines)
      • Equipment purchase date
      • Precise description of the problem encountered
      • On-site contact details
      • Production Time Index (PTI) of the machine

      BULANE undertakes to acknowledge receipt of the intervention request within a reasonable timeframe and to inform the Customer of the next steps in the ASS procedure.

      In the event of a defect observed during the warranty period, the Customer must inform BULANE within forty-eight (48) hours of discovering the defect, by opening an incident ticket with customer support:

      • Email address: support.client@bulane.com
      • Hotline telephone number: (+33)(0)6-43-89-68-84

      The Customer must provide all information necessary to identify the product and describe the observed defect. After analyzing the incident ticket, BULANE shall indicate to the Customer the procedure to follow for warranty implementation (product return, on-site intervention, etc.).

      5 Intervention timeframes:

      BULANE endeavors to intervene within the shortest possible timeframe to resolve problems encountered by its customers. Intervention timeframes may vary depending on the nature of the problem, availability of spare parts and location of the intervention site. BULANE shall communicate a reasonable and estimated intervention timeframe to the Customer when processing the ASS request.

      6 ASS and Maintenance intervention rates:

      ASS and maintenance intervention rates are available upon request from BULANE’s sales department. Rates may vary depending on the nature of the intervention, time spent, spare parts used and travel costs. Interventions performed under a maintenance agreement are invoiced according to the conditions defined in the agreement.

      10.LIABILITY AND INSURANCE

      1. BULANE’s liability is limited to direct and foreseeable damages resulting from a breach of its contractual obligations.
      2. Under no circumstances shall BULANE be held liable for indirect damages, such as loss of production, loss of profit, loss of clientele, etc.
      3. BULANE’s liability is limited to the amount of the order.
      4. The Customer is responsible for using products in accordance with the manufacturer’s specifications and industry standards.
      5. BULANE shall not be held liable for damages resulting from improper use of products or failure to comply with safety rules.
      6. BULANE declares being insured with a notoriously solvent company and having taken out professional liability insurance policies, covering the financial consequences that may be incumbent upon it due to bodily injury, property damage and consequential loss caused by its staff, agents or subcontractors, during the performance of the agreement, to the Customer or third parties.

      FORCE MAJEURE

      1. Neither party shall be held liable for the non-performance of its contractual obligations if such non-performance is due to force majeure.
      2. Force majeure events shall include unforeseeable, irresistible events beyond the parties’ control, such as natural disasters, wars, terrorist attacks, general strikes, epidemics, etc.
      3. The party prevented by force majeure must inform the other party within the shortest possible timeframe and do everything possible to limit the consequences of such event.

      12.CONFIDENTIALITY

      BULANE and the Customer mutually undertake not to communicate to anyone, directly or indirectly, all or part of any information of any nature, commercial, industrial, technical, financial, personal, etc., that may have been communicated to them in connection with their business relationship or of which they may have become aware on that same occasion, except with the consent of the other party.

      1. They guarantee, within the meaning of Article 1120 of the Civil Code, compliance by their agents, representatives or duly authorized subcontractors with the confidentiality commitment set forth above.
      2. By way of exception, the Customer authorizes BULANE to cite it among its customer references in its commercial documents, regardless of the medium (brochure, website, posts, etc.).

      13.INTELLECTUAL PROPERTY

      1. All intellectual property rights relating to products, technical documents, software and BULANE’s trademarks are and remain the exclusive property of BULANE.
      2. The Customer is prohibited from reproducing, copying, modifying, assigning or using in any way whatsoever BULANE’s intellectual property elements without BULANE’s prior written authorization.

      14.WARRANTY EXCLUSIONS – LIABILITIES

      1. Warranty exclusions: In addition to the exclusions mentioned in Article 8, the warranty shall not apply in the following cases:
        • Use of consumables not complying with user manual specifications
        • Modification or repair of equipment by a third party not approved by BULANE
        • Non-compliance with equipment use and maintenance instructions
        • Damage caused by accident, negligence, misuse or force majeure
        • Defects resulting from normal wear and tear of equipment
        • Defects resulting from an unsuitable environment (temperature, humidity, etc.)
      2. Limitation of liability: BULANE’s liability is limited to the replacement or repair of defective equipment, to the exclusion of any other direct or indirect damage. Under no circumstances shall BULANE be held liable for loss of production, loss of profit, loss of operations or any other financial loss suffered by the Customer.
      3. Customer liability: The Customer is solely responsible for using equipment in accordance with the manufacturer’s instructions and industry standards. The Customer is also responsible for regular maintenance of equipment and verification of their proper operating condition.

      15.PERSONAL DATA PROTECTION

      1. Collection of personal data: In the context of the business relationship, BULANE collects and processes personal data concerning the Customer, such as name, address, telephone number, email address, machine numbers, ASS breakdowns, quotations, orders, delivery notes, invoices, company registration documents, etc.
      2. Processing purposes: This personal data is collected and processed for the following purposes:
        • Management of orders and deliveries
        • Invoicing and payment collection
        • After-sales service and maintenance management
        • Sending commercial information and marketing communications (subject to Customer consent)
        • Compliance with legal and regulatory obligations
      3. Legal basis for processing: Personal data processing is based on the following legal grounds:
        • Performance of the sales agreement
        • Compliance with legal and regulatory obligations
        • Customer consent (for sending commercial information and marketing communications)
      4. Data recipients: Personal data is intended for BULANE’s internal departments (sales department, technical department, accounting department, etc.) as well as its partners and subcontractors (carriers, IT service providers, etc.)
      5. Data retention period: Personal data is retained for the period necessary to achieve the purposes for which it was collected, increased by applicable legal and regulatory limitation periods.
      6. Customer rights: The Customer has the following rights regarding their personal data:
        • Right of access: the Customer may request that BULANE communicate the personal data it holds about them
        • Right of rectification: the Customer may request that BULANE rectify inaccurate or incomplete personal data
        • Right of erasure: the Customer may request that BULANE delete their personal data, subject to legal and regulatory obligations
        • Right to restriction of processing: the Customer may request that BULANE restrict the processing of their personal data
        • Right to object: the Customer may object to the processing of their personal data, particularly for commercial marketing purposes
        • Right to data portability: the Customer may request that BULANE transmit their personal data in a structured, commonly used and machine-readable format
      7. Exercise of rights: To exercise their rights, the Customer may contact BULANE by email at: gpdr@bulane.com or by postal mail at: Bulane, 79 rue Mézière Christin Ecoparc, 34690 FABREGUES.
      8. Complaint: The Customer has the right to lodge a complaint with the French Data Protection Authority (CNIL) if they believe that the processing of their personal data violates applicable regulations.

      16.HARDSHIP CLAUSE

      1. In the event of an unforeseeable event independent of the Parties’ will, rendering performance of the agreement excessively onerous for one of the parties, the Parties undertake to consult with each other in order to renegotiate the terms of the agreement and find an equitable solution. The Party invoking the hardship clause must inform the other Party in writing within the shortest possible timeframe, indicating the nature of the unforeseeable event and the consequences on performance of the agreement. The Parties undertake to negotiate in good faith in order to find a solution to restore the economic balance of the agreement. If the Parties fail to reach an agreement within 30 (thirty) days, either party may terminate the agreement by registered letter with acknowledgment of receipt, without such termination giving rise to damages.

      17.FORBEARANCE

      It is formally agreed that any forbearance or waiver by either party in applying all or part of the commitments provided for herein, regardless of frequency or duration, shall not constitute modification of the agreement or create any right whatsoever.

      18.PARTIAL INVALIDITY

      1. The nullity or inapplicability of any provision hereof shall not result in the nullity of other provisions which shall retain their full force and effect.
      2. However, the parties may, by mutual agreement, agree to replace the invalidated provision(s).

      19.AMICABLE DISPUTE RESOLUTION AND JURISDICTION

      In the event of a dispute relating to the interpretation, performance or termination of the agreement, the parties undertake to seek an amicable solution before any legal action. The party wishing to initiate an amicable settlement procedure must inform the other party by registered letter with acknowledgment of receipt, indicating the grounds for the dispute and proposed solutions. If the parties fail to reach an amicable agreement within 3 (three) months, they may resort to an approved mediator to help them find a solution. In the absence of amicable settlement, the dispute shall be submitted to the exclusive jurisdiction of the courts of Montpellier.

      GOVERNING LAW – CONTRACT LANGUAGE

      These general terms and conditions of sale are governed by French law. The language of the agreement is French. In the event of translation into another language, only the French text shall prevail in case of dispute.