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EN
These General Terms and Conditions of Sale constitute the sole basis for the parties’ business relationship, in accordance with section L441-1 of the Commercial Code. These general terms and conditions for the supply of services, published on all commercial documentation, shall apply without restriction or reservation to all services performed by CTC and its subsidiaries, from which derogations or additions may be made by way of special terms and conditions in line with the negotiations conducted with the Customer.
Every order for services shall imply the Customer’s unconditional acceptance of these general terms and conditions of sale and its full and complete adhesion to them. In accordance with current regulations, these general terms and conditions of sale will be systematically sent to any Customer requesting them, to enable it to place an order with CTC within the legal deadlines. They shall also be sent to any Customer prior to entering into an agreement referred to in sections L. 441-3 et seq. of the Commercial Code, within the legal deadlines.
As an independent service provider, CTC helps improve the quality of consumer products by carrying out analyses, inspections, audits, certification, consultation and training. In addition, as part of its Environment business, CTC takes samples and analyses water, air, soil, mud and waste.
CTC acts according to the usual practices and standards of its profession of which the Customer acknowledges it is aware either by these general terms and conditions, or according to the specific instructions communicated by CTC. It is the Customer’s responsibility to ensure that CTC has the necessary time and documents, as indicated by the contracting parties, to perform its services, and that such services are performed at CTC’s premises or at the premises of a third party designated by the Customer.
Failing this, the Customer agrees that CTC cannot be held liable for any inaccurate test results. For the performance of inspections, the Customer represents that it has read and accepted the significance of the statistical sampling methods based on calculations of probability, the aim of which is not to provide exhaustive information. The Customer accepts that the results of a report bind CTC only with respect to the sample submitted to it in respect of its services. These results cannot be deemed to validate other goods or products from the same production series or from the same model and are therefore valid only for the sample analysed.
The Customer remains solely responsible for interpreting these results and for making appropriate provision. The testing carried out by CTC may not in any way limit or transfer the individual liability of the goods producer or of the operator, which is solely liable for the quality of its workmanship or products. In any event, CTC is bound solely by an obligation of means in relation to its assignment. The Customer therefore acknowledges that CTC may only be held liable if it can demonstrate that CTC committed wilful or gross misconduct in the performance of its assignment. In consideration for this obligation of means, CTC shall have a duty to exercise diligence and to put all the technical means in its possession towards the performance of the assignment.
CTC’s liability is strictly limited to the obligations expressly agreed in the confirmed order. CTC may only be held liable for direct material damage incurred by the customer, excluding any other type of damage. In the event that CTC’s is held liable, such liability will, in all circumstances, be limited to the amount of the order (excl. tax) for the services and/or supplies giving rise to the claim or causing the damage. The customer guarantees that its insurers will abandon any claim against CTC or its insurers, in accordance with the limitations set out above. In any event, if the Customer intends to make a liability claim against CTC for whatever reason, it shall, subject to the claim being held inadmissible, inform CTC of it by any means within 15 days of CTC’s delivery of the results of the service to it or to its representative. If the Supplier is held liable, the Customer shall minimise the related costs, losses and damages.
Service sales are complete only once CTC has accepted the Customer’s Order expressly and in writing. The Order must be confirmed in writing by means of any agreement, duly signed by the Customer. An Order is understood to mean any order relating to our services appearing on our price lists and accepted by CTC, together with the payment of any advance provided on the Order form.
Orders placed by the Customer are irrevocable upon receipt. Any change, including cancellation, may only be made with CTC’s prior, express and written consent, which, under all circumstances, it remains at liberty to refuse. Any amendment to the order may give rise to an additional invoice. Any change made to an Order will be the subject of a written supplemental agreement signed by both parties. In the event of cancellation and to remedy the loss incurred, CTC reserves the right to invoice 50% of the total price (excl. tax) of the Services by way of damages, except in the event of force majeure.
As the Customer is a professional making purchases in the context and for the requirements of its occupation, the right to withdraw provided for by the Consumer Code shall not apply, subject to the provisions of section L221-3 of the Consumer Code applying to professionals making purchases outside its main area of activity.
Times for delivery or communication of the results of analyses requested by the Customer are provided for information purposes and include no guarantee. They begin to run from receipt of all the documents CTC needs to perform the services or from acceptance of the Order. Any change made to the order may lead to the deadlines being extended. However, CTC will use its best efforts to meet the delivery time indicated on acceptance of the Order and to carry out the orders, except in an event of force majeure or if circumstances arise beyond its control. Late deliveries do not give the Customer the right to cancel the contract with CTC. In addition, they may not, under any circumstances, give rise to deduction, penalty or damages. If the Customer places an order with CTC without having paid for the previous order(s), CTC may refuse to honour the order and deliver the analysis results requested, without the Customer having the right to claim any compensation for any reason whatsoever.
Non-perishable samples of finished products are kept for three months. Perishable samples from the Environment business shall not be kept once the report has been sent. Such samples will be destroyed once these deadlines have passed, unless a specific request has been duly made to CTC. At the Customer’s Request, this deadline may be extended and the samples returned, the Customer then assuming and being liable for the costs of storage or return. CTC’s return of the samples may not, under any circumstances, limit or transfer the carrier’s liability, which remains solely liable for the carriage in the legal terms and conditions of the contract of carriage. For samples coming from abroad: by notice bearing reference 3779 AB/PM of 5 February 1986, the customs service shall authorise the duty-free admission of the products subject to testing, in accordance with articles 72 to 78 of the order of 30 December 1983.
The results of the services provided by CTC shall give rise to the preparation of documents drawn up in the name of the Customer in the form of reports, certificates and appendices, as appropriate.
CTC undertakes to refrain from disclosing the deliverables of the service or any information received from the customer to third parties without the customer’s prior consent, except if this information is in the public domain. The offer made by CTC is confidential and remains its property. The customer may only use the offer for the performance of the respective service.
The particulars and descriptions presented on CTC’s website - www.ctcgroupe.com are provided for information purposes and have no contractual value. No claim for liability may be made against CTC due to any bodily harm caused by the wrongful use of the tools provided, due to any material, nonmaterial, commercial or other damage caused to the Customer or to any other natural or legal person as a result of the training programme, or due to failure to comply with the safety rules. CTC reserves the right to cancel a training programme, subject to eight days’ notice, if the number of participants is considered to be incompatible with provision of the programme in proper educational conditions.
The report CTC sends the Customer as part of its assignment must not be replicated, in whole or in part, without CTC’s authorisation. As all the educational documents CTC provides to the training programme attendees are protected by copyright legislation, any distribution or reproduction, even partial, is subject to CTC’s express agreement. If the Customer infringes this copyright, CTC will have the right to seek redress before the courts for the damage sustained.
The CTC company name, logos and trademarks are protected at both national and international level. The unauthorised use of these elements will be considered an infringement and may subject to legal proceedings.
The Customer accepts the principle that the prices set at the time of the price offer may be revised if the order is placed more than two months after the date of such offer. In such a case, the Customer will be bound to validate the revised prices. These prices are understood to be in euros exclusive of VAT and the Customer shall be liable for any tax, duty or benefit payable under French or foreign regulations. The prices are set by the rate in force on the date the Order is placed.
The terms and conditions for setting the cost of Services for which the price cannot be ascertained in advance or stated with accuracy, as well as the method for calculating the price so it can be verified, will be sent to all Customers or will be set down in a detailed quote, at the Customer’s request. The Services for which the price can be set in advance will be the subject of Financial Appendices attached to the offers sent to the Customer, detailing the method for calculating the prices adopted. The prices may be increased for additional analysis services required after the results have been obtained. CTC will prepare an invoice and send it to the Customer in accordance with the offer. Unless special terms and conditions apply, payment will be made by bank transfer within 30 days from the date of the invoice.
CTC will not apply any discount in favour of the Customer if it pays for the service before the prescribed date of payment. Any late payment will automatically give rise to compensation, without prior formal notice, of 15% of the total price of the services Invoiced (inclusive of tax), plus late payment interest equivalent to the most recent refinancing rate of the European Central Bank Centrale (REFI rate) plus ten points. The Customer will also be automatically liable to pay CTC fixed recovery costs of €40 as compensation. Any late payment of an instalment shall, if CTC sees fit, result in a breach of the contractual term and the sums due will become immediately payable in full. In addition to these penalties, if payment fails to be made on the agreed dates, CTC reserves the right to suspend or cancel the supply of its current services by recorded delivery letter. CTC will retain title in the Deliverables and in all creations until effective payment has been made in full of the principal price and incidentals relating to such Deliverables. This retention of title shall not hinder the transfer of risk to the Customer as soon as the Deliverables have been supplied. Failure to pay any instalment may result in a claim for recovery of the goods.
CTC undertakes that all the information it gathers, in particular relating to the Customer’s use of CTC’s services, enabling it to be identified, is considered to be confidential information. CTC (4 rue Hermann Frenkel, 69367 Lyon cedex 07), the data controller for your requests, orders and invoices, will process the information gathered. Access to personal data will be strictly limited to the data processing personnel, who have authorisation to process it in the performance of their duties. As it is necessary to gather Customer information for the supply of our services, its refusal to agree to the processing of its personal data would hinder performance of such services. Personal information will be kept for the legal retention period. CTC will not transfer data outside the European Union. The Customer will be made aware if data is set to be transferred outside the EU and it will be informed of the guarantees put in place to secure such data. CTC is prohibited to sell, lease, transfer or grant access to the data to third parties without the Customer’s prior consent, unless it is forced to do so on legitimate grounds. In accordance with European Data Protection Regulation EU 2016/679 (GDPR), by contacting CTC, the Customer may exercise its right to access the data concerning it as well as its right to rectify, erase, object, ask for limits to be imposed on such processing or to ask for the portability of its data.
Unless expressly provided otherwise, the order will not result in any licence or assignment of any intellectual property right whatsoever previously held by CTC in favour of the Customer. CTC shall remain the owner of its know-how and of its own tools (methods, software etc.) used to supply the service and of the intellectual property rights generated as part of the service. Transfer of these elements to the customer may be negotiated on a case-by-case basis, within the framework of a separate agreement. In respect of the training services, CTC shall remain the exclusive owner of the copyright in the training materials and in the documents provided to the training programme attendees. The unauthorised use or transfer of these elements will be considered abusive and may be made the subject of legal proceedings. They must be returned to CTC on demand.
Neither Party may be held liable for its failure to perform or late performance of any of its obligations, as described in these terms and conditions, if it is due to an event of force majeure within the meaning of section 1218 of the Civil Code or to exceptional health or climatic events beyond the Parties’ control. The impeded Party will inform the other Party as soon as practicable that it is impossible to supply its service and will provide the necessary proof. The suspension of obligations may not, under any circumstances, be a cause for liability for the non-performance of the obligation in question, or lead to the payment of damages or late payment penalties. If the period of force majeure is temporary, performance of the obligation will be suspended for the entire duration of that period.
If one party fails to perform its contractual obligations, the other party may terminate the order thirty days after formal notice to perform sent to the defaulting party by recorded delivery letter remains unremedied, without prejudice to any claim for compensation of the damage incurred as a result of such failure.
In the event of difficulty arising from performance of the agreements resulting from the present general terms and conditions, the most diligent party will refer the matter to the other party by recorded delivery letter in an attempt to resolve the dispute amicably before it is submitted to the court designated below. This amicable settlement procedure is a mandatory step before the parties may bring legal proceedings. However, if the Parties cannot reach a settlement or a solution within sixty (60) days, the dispute will be submitted to the court with jurisdiction mentioned below.
All disputes relating to the interpretation, validity, performance, termination, implications and consequences of the present general terms and conditions and resulting agreements shall fall within the exclusive jurisdiction of the COMMERCIAL COURT OF LYON.
The parties agree that all the clauses in the present general terms and conditions for the supply of services, and all the operations expressly referred to herein, are subject to French law, even when there are foreign factors involved. The clauses are drafted in French. Although the present General Terms and Conditions of Sale have been translated into other languages, the French version alone shall prevail in the event of dispute.
The Customer expressly approves and accepts the present terms and conditions for the supply of services and represents and acknowledges that it has read them in full and therefore waives any right to make any form of claim based on any other document, in particular its own conditions of purchase.
