General terms and conditions of sale

Terms and conditions - Sale

 

Last update: January 7, 2021

 

The International Institute of Refrigeration, an intergovernmental organisation declared under number 784 710 790 000 14, with registered office located at 177, boulevard Malesherbes, 75017 Paris, telephone number: 01.42.27.32.35, email: iif-iir@iifiir.org, offers the above-mentioned products subject to the following terms and conditions.

 

1. Preamble

1. The general terms and conditions of sale (“terms of sale”) in force at the date of the order form an indivisible whole with the order validated by the customer.

2. By validating the order after the positive double click process, the customer is irrefutably deemed to have agreed to the aforementioned indivisible whole.

3. By validating the order after thoroughly studying the offer presented by the International Institute of Refrigeration, the customer acknowledges that the products selected in the catalogue in force on the date of the said order meet its needs.

4. The customer represents that it had all the information and related advice in order to make the relevant choices.

5. These terms of sale prevail over any general terms and conditions used by the customer.

6. The customer represents that it has the technical competence required to evaluate the technical specifications and limitations of the products in the catalogue.

 

2. Definitions

7. The following terms shall have for the parties the meaning set forth below:

“agreement”: means the contractual set made up of by the documents listed in Article “Documents;”

“catalogue”: means all the products offered on a given date;

“corporate membership”: means a membership open to any legal entity for any of the two following options: standard corporate membership and benefactor corporate membership;

“customer”: means the natural person, who may or may not be a trader, who has full legal capacity, and places an order on the website as an end consumer, or the legal person who is acting exclusively on a professional basis, such as in particular for purposes relating to its trade or profession or public, non-profit-making or agricultural activities,

“cookie”: means a block of data that is used to record information about user navigation on the website, but that is not used to identify users;

“member”: means individual person who applies for private membership or legal entity who applies for corporate membership of the International Institute of Refrigeration;

“My Account area”: means a virtual area in the form of web pages on the website, dedicated to the customer and accessible via the “Log in” section using the customer’s username and password, where the items that the customer wishes to order can be viewed;

“party”: means in the singular either The International Institute of Refrigeration or the customer, and in the plural both The International Institute of Refrigeration and the customer together;

“personal data”: means any data relating directly or indirectly to a natural person;

“positive double click”: the click is the electronic expression of acceptance; with the first click, the customer validates the order and with the second click, the customer confirmed such agreement;

private membership”: means a membership open to any individual for any of the three following options: discovery private membership, standard private membership or standard private membership 35+;

“processor”: means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller;

“user”: means any person using the website, whether a simple Internet user or a customer;

“website”: means the website available at URL http://www.iifiir.org published by the International Institute of Refrigeration.

 

3. Purpose

8. The purpose of these terms of sale is to set out the terms and conditions of sale for the items offered for sale online by the International Institute of Refrigeration on the website. They govern all the necessary steps for the placing and tracking of an order by the parties. In particular, they set out the rights and obligations of the parties.

 

4. Documents

9. Where there is any inconsistency between documents of different nature or rank, the parties expressly agree that the provisions contained in the document with the higher rank in the order of priority shall prevail with regard to the conflicting obligations. In case of discrepancy between the provisions of documents of the same rank, the most recent documents shall prevail.

10. Notwithstanding the rules for the interpretation of contracts laid down by the French Civil Code, the following order of precedence shall apply:

obligation per obligation;

or, failing that, paragraph per paragraph;

or, failing that, article per article.

 

5. Enforceability of the terms of sale

11. The International Institute of Refrigeration reserves the right to adapt or amend these terms of sale at any time. In such case, the adapted or amended terms of sale will apply to orders placed after they have been posted online.

12. In any case, the version of the terms of sale binding upon and enforceable against the customer is the one accepted by the customer at the time of validation of the order.

13. The terms of sale can be accessed on at all times on the website homepage, in the footer, and in the “My Cart” section. The customer can be provided with the archived terms of sale on request by sending an email to: webmaster@iifiir.org.

14. The documents available online and accepted at the time of the order shall prevail over any versions printed at an earlier date.

 

6. Term and schedule

15. These terms of sale shall be effective commencing on the validation of the order by the customer through a positive double click.

16. The time periods for the delivery of a physical product or for the digitisation of a digital product will be defined at the time of the order. Unless otherwise specified, such time periods are for information purposes only.

 

7. Terms of access and identification

 

Accessing the website

17. To order online, the customer is required to go to the website via an internet access. Access to the website is free and open to anyone with an internet access. All costs relating to the access, whether for hardware, software or internet access, are the sole responsibility of the users. Users are solely responsible for the proper functioning of their computer equipment and internet access.

18. Access to the website is free.

19. The website is accessible 24 hours a day and 7 days a week.

20. The International Institute of Refrigeration strives to provide quality access and to enable users to use the communication means made available to them in the best conditions.

21. The International Institute of Refrigeration will use its best efforts to enable access and use of the website in accordance with the state of the art, but due to the nature and complexity of the internet network, and in particular its technical performances and response times for consulting, searching or transferring data, the International Institute of Refrigeration cannot guarantee that the website will be accessible or available at all times.

22. The International Institute of Refrigeration reserves the right, without notice or compensation, to temporarily or permanently close the website or the access to one or more remote services for the purposes of performing operations such as updates, modifications or changes to the operational procedures, servers, and access hours.

23. The International Institute of Refrigeration will not be liable for damage of any kind that may result from these changes or from the temporary unavailability or permanent termination of all or part of the website or one or more of its services.

24. The International Institute of Refrigeration reserves the right to enhance or modify the website and the services available thereon at any time according to technological developments.

25. Users must ensure that their computer and transmission means are capable of following the technological developments of the website.

 

Security

26. The International Institute of Refrigeration uses its best efforts, in accordance with the state of art, to secure the website in relation to the risk incurred and the nature of the data processed. However, the International Institute of Refrigeration cannot be held responsible in that respect except in the event of proven fault on its part.

27. The website is an automated data processing system.

28. Users are forbidden to access or remain in all or part of the website without authorisation. Users are forbidden to access the website via any method other than the interface provided by the International Institute of Refrigeration. If users discover such other access method or enter a restricted area inadvertently, without authorisation, they undertake to inform the International Institute of Refrigeration without delay by email to webmaster@iifiir.org so that the International Institute of Refrigeration can take appropriate action.

29. Users are forbidden to delete or modify data contained on the website that have not been posted or uploaded by them, or to fraudulently enter data thereon or otherwise adversely alter the functioning of the website. Users must in particular not introduce viruses, malicious codes or other technology harmful for the site or products or services offered on the website.

30. Any access to a prohibited area will be considered as an unauthorised access within the meaning of the French Penal Code.

31. Users must assume that all data found when accessing a prohibited area is confidential and agree not to disclose it.

32. Users must not saturate a page, take bounce actions or any other action that may interfere with or distort the operation of the website.

33. Users must not use devices or software of any kind that would result in disrupting the proper functioning of the website.

34. Users must not take any action that would impose a disproportionate burden on the infrastructure of the website.

35. Users agree to the characteristics and limitations of the internet. Users are aware that data circulating on the Internet is not necessarily protected, particularly against possible misuse.

36. Users must take all appropriate measures to ensure the security of their own data and/or software and protect them from contamination by viruses on the internet network.

 

Accessing the My Account area

37. Some parts of the website are reserved for and accessible to members only, after logging in using their personal username and password.

38. Any user can access the My Account area after creating an account in the “Log in” section. An account may be created both by member and by non-member users.

39. The terms of use of the My Account area can be accessed here [Insert link to the website’s terms of use].

 

8. Order process

 

Steps of the order

40. Placing an order implies full and complete acceptance of these terms of sales by checking a box.

41. Any order accepted by the customer by a positive double click constitutes acceptance of the said order and of these terms of sale.

42. To place an order on the website, the customer is first required to provide the information requested using the forms available online. The customer certifies that the information provided is true and accurate.

43. The contracting process, which is possible for any customer with or without access to a “My Account” area, includes the following steps:

Step 1: The customer chooses the products and fills the cart;

Step 2: The customer accesses the details of the order in the cart. During this step, the customer can check the details of the order and its total price, or cancel the order, and generate a quote in which the customer can add a purchase order number;

Step 3: The customer identify themselves if the customer is not already logged in (either by logging in to the customer’s pre-existing customer area, or by creating one); this step is not obligatory since the customer can place an order without connecting to a My Account area, by entering the customer’s email address;

Step 4: The customer chooses the billing and delivery address in case of a physical product purchase, or an email address in case of a digital product purchase;

Step 5: The customer chooses the payment method and proceeds to payment according to the chosen method;

Step 6: On this same screen, the customer gets a summary of the order and agrees to the terms of sale before confirming the order. During this step, the customer can check the details of the order and its total price, or cancel the order;

Step 7: The International Institute of Refrigeration receives the order validation.

44. At the same time, the customer may access the customers profile at all times, for example to modify the addresses entered or to add a new address.

45. The International Institute of Refrigeration will acknowledge receipt of the customer’s order by sending a confirmation email without delay. The acknowledgement of receipt does not constitute acceptance of the order by the International Institute of Refrigeration.

46. All orders are subject to the prior acceptance of the International Institute of Refrigeration. Within a reasonable time following the placing of the order and at the latest at the time of delivery of the item ordered, the International Institute of Refrigeration will accept the customer’s order by sending an email summarising the order, notably the method of delivery chosen and the total amount of the order; such email will contain:

a link to these terms of sale with the withdrawal form, where applicable;

the price including all taxes;

the invoice;

the reminder of the applicable delivery time, with the understanding that such time varies according to whether the product is in stock or not (for physical products) or to the digitalisations to be made (for digital products).

47. The International Institute of Refrigeration will not be liable in the event where an error in the information supplied prevents the delivery of the confirmation email.

48. Orders will be taken into account only after payment is accepted and subject to available stock. Any payment rejection will result in the abandonment of the order; the customer will be informed accordingly and the service will thus not be performed.

49. The International Institute of Refrigeration reserves the right not to validate the order in case of

unavailability of an item ordered;

non-payment or dispute in relation to a previous order;

abnormal or abusive exchanges and returns.

50. In those cases, the items ordered will not be debited.

 

Tracking the order

51. For any question relating to the tracking of their order, customers can visit the order tracking data in the “Orders and Quotes” section of their customer area, or contact the International Institute of Refrigeration directly from the “Contact us” section on the homepage.

 

Storage - Archiving

52. The International Institute of Refrigeration will store the writing evidencing the customer’s order for an amount equal to or greater than one hundred twenty (120) euros for a period of ten (10) years from the end of the performance of the service which gave rise to the  order, and the International Institute of Refrigeration guarantees that the customer can access it at any time during that period.

53. The contractual documents will be kept in electronic or paper form.

54. The International Institute of Refrigeration will provide the customer access to the contractual documents stored on the website on request sent by the customer by email to: webmaster@iifiir.org

 

9. Cancellation of orders

55. Any cancellation of the order requested by the customer can only be taken into consideration if it is received by email to [to be completed] before the products are shipped.

56. Any cancellation of an order that has been taken into account by the International Institute of Refrigeration will give rise to a credit note that can be used within a period of [to be completed].

 

10. Optional quote

57. In Step 2 of the order process, the customer can generate a quote in which the customer can add a purchase order number.

 

11. Electronic catalogue

 

Product information

58. The electronic catalogue contains the following information required for the purchase:

identification of the products on sale in physical and electronic form;

presentation of the essential characteristics of the products offered;

indication of the price of the products in euros including all taxes;

59. The catalogue may be updated in real time for all characteristics including the price.

60. Orders are valid for the catalogue in force on the day of the order.

 

Product availability

61. Shipping times are for information purposes only.

62. The products are offered while stocks last.

63. In the event of stock shortage affecting the current order of a physical product, the International Institute of Refrigeration will indicate a new delivery date to the customer without delay and by all means.

64. In such case, customers may cancel their order and be reimbursed the sums paid within 30 days following the cancellation of their order.

65. In the event that a product is unavailable, the International Institute of Refrigeration may deliver to the customer another product of equivalent or higher quality and price than the one initially ordered, subject to the customer’s express agreement.

66. In the event of cancellation, the customer expressly waives any discount on the price or any damages.

 

12. Personal data

Prior formalities

67. Each party is responsible for carrying out the formalities it is required to carry out under personal data protection laws and regulations, in particular the French Act No. 78-17 of 6 January 1978 on Data Processing, Data Files and Individual Liberties (“French Data Protection Act”) and the European General Data Protection Regulation (GDPR) of 27 April 2017.

Warranty

68. Each party warrants to the other the compliance with its obligations under personal data protection laws and regulations, in particular in relation to transborder flows outside the European Union.

 

Rights of data subjects

69. Pursuant to the French Data Protection Act No. 78-17 of 6 January 1978, the natural persons whose names are used by each of the parties have a right to be informed about, access, modify and rectify their data with each party concerned by sending a request to the address of their respective registered offices, if no other specific address appear in the documents used to collect personal data.

 

Use

70. Each party grants the other party the possibility to use the personal data exchanged for professional purposes and for purposes of direct marketing by electronic means, both for itself and for its contractual partners.

71. The parties are required to comply with the laws and regulations in force applicable to the processing of personal data and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ( “General Data Protection Regulation” or “GDPR”) and French Law No 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties, as amended (hereinafter the “applicable data protection law”).

72. In accordance with the applicable data protection laws, the International Institute of Refrigeration is acting as the “controller” and the Provider, who process data on behalf and on instructions from the customer, is acting as the “processor”.

73. The Annex “Privacy Policy” (Annex 1) to this agreement sets out the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data processed and the categories of data subjects concerned by the processing carried out by the Provider on behalf of the customer.

74. The Provider may only act on written instructions from the customer and, unless otherwise instructed by the customer, shall take all necessary measures for compliance by itself and by its personnel with these obligations, including:

not processing or consulting the data or files or contents for purposes other than the performance of the services for the customer hereunder;

not inserting external data into the files;

not consulting or processing data other than the data related to the services, even though accessing such data is technically possible;

not disclosing, in any form whatsoever, all or part of the data concerned;

not copying or storing, in any form and for any purpose, all or part of the information or data contained in the media or documents delivered to or obtained by the Provider in the course of the performance of this agreement;

immediately informing the customer if, in its opinion, an instruction infringes the personal data protection laws.

75. The parties agree that an instruction shall be deemed to be given where the Provider acts within the framework of this agreement.

76. The Provider shall take all appropriate steps to ensure that natural persons acting under its authority and who have access to personal data do not process them except on instructions from the customer, unless they are required to do so by a mandatory rule resulting from Union law or Member State law applicable to the processing referred to herein. The Provider shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

77. With regard to the nature of the data and the risks posed by the processing, and taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of processing as well as the risks for rights and freedoms of natural persons, the Provider shall implement appropriate technical and organisational measures to protect the security of the data and files and in particular prevent their distortion, alteration, damage, accidental or unlawful destruction, loss, disclosure and/or access by third parties not previously authorised. These measures are set out in Annex “Privacy Policy” (Annex 1) hereto.

78. The Provider shall maintain the data security and confidentiality measures throughout the performance of the agreement. In any event, in case of a change in these measures, it shall replace them with measures of equivalent performance and inform the customer immediately.

79. The Provider shall notify the customer without undue delay and not later than 48 hours after becoming aware of a personal data breach, namely a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.

80. This notification must describe, where possible, the nature and consequences of the personal data breach, and the measures already taken or proposed to be taken to address the personal data breach. The Provider shall actively collaborate with the customer to ensure that they are able to meet their regulatory and contractual obligations. As the controller, the customer is solely responsible for notifying the data breach to the competent supervisory authority and, where applicable, to the data subjects.

81. The Provider shall not engage another processor (“sub-processor”), within the meaning of the personal data protection laws, for all or part of the services, especially to a country which is not a Member of the European Union, without prior express written authorisation of the customer. The customer hereby authorises the sub-processors identified in Annex “Privacy Policy” (Annex 1) to process personal data. The Provider shall notify the customer in writing of any intended changes to the list of authorised sub-processors. The customer shall notify the Provider in writing of any objections to such changes without undue delay and in any event within a maximum of 5 working days.

82. The Provider shall ensure that the same data protection obligations as set out in this agreement shall be imposed on those sub-processors by way of a contract. Where its sub-processors fail to fulfil their data protection obligations, the Provider shall remain fully liable to the client for the performance of such sub-processors’ obligations.

83. At no additional cost to the customer, the Provider shall assist the customer in:

managing requests related to the exercise of data subjects’ rights;

carrying out of any impact assessment that the customer would decide to carry out, in order to assess the risks of the processing to the rights and freedoms of natural persons and to identify the measures to be implemented to deal with these risks, and consulting with the supervisory authority;

more generally, complying with the obligations imposed on the customer by the personal data protection laws, such as notably its obligation to notify the supervisory authority and to communicate a personal data breach to data subjects.

84. At the end of the Agreement, unless otherwise required by a mandatory rule resulting from European Union or EU Member State law applicable to the processing operations hereunder, the Provider shall destroy all manual or computerised files that store the information collected, after first checking with the customer that the customer is in possession of such information.

85. Where applicable, at the request of the customer, the Provider undertakes to return all personal data to the customer or to any processor designated by the customer.

86. In case of transfer to a country that is outside the European Union or that is not recognised as ensuring an adequate level of protection, the parties will rely on the standard contractual clauses for the transfer of personal data to processors established in third countries dated 5 February 2010 (2010/87/EU) such as they may be amended from time to time.

 

Security

87. The International Institute of Refrigeration acknowledges that all personal data are subject to compliance with the French Data Protection Act.

88. The International Institute of Refrigeration shall take the necessary measures required by the customer to ensure the security of the processing of personal data in compliance with article 35 of the French Data Protection Act No. 78-17 of 6 January 1978 and the General Data Protection Regulation (GDPR) of 27 April 2017.

 

Licence

89. The customer grants the International Institute of Refrigeration a non-exclusive, royalty-free licence to use the personal data exchanged for professional purposes and for purposes of direct marketing by electronic means, both for itself and for its contractual partners.

 

Cookies

90. Customers acknowledge and agree that the International Institute of Refrigeration may use cookies or any other similar technique to keep track of and collect data about navigation on the website.

91. Cookies record some information that is stored in a memory of the customer’s device.

92. Customers can delete cookies at any time by using their browser. This deletion may result in the loss or securing of certain features.

 

13. Customer’s general obligations

93. The information provided by the customer must be fair, accurate and complete. The International Institute of Refrigeration reserves the right not to execute an order if those requirements are not met.

 

14. Collaboration

94. The parties agree to closely collaborate within the framework of their relationships.

95. The customer agrees to maintain an active and ongoing collaboration by providing The International Institute of Refrigeration’s with all the elements it may request.

 

15. Delivery

Principles

96. Delivery implies the transfer to the customer of the physical possession of the item ordered.

97. Delivery will be made

for physical products: by postal delivery, to the address provided at the time of purchase or to the address shown in the My Account area for customers with such an area;

for digital products: by digital delivery, to the email address provided at the time of purchase or to the email address shown in the My Account area. This shipment will be completed by making the digital product available in the My Account area for customers with such an area.

98. The customer will be informed by email, sent to the address indicated in the customer account, of the shipment of the ordered items.

99. Upon receipt of the order, the customer is responsible for verifying the conformity of the items delivered with the order, for checking the condition of the package (damaged or opened package, missing or damaged items...) and for writing any reservations by email to orders@iifiir.org.

100. Without prejudice to the applicable legal warranties, the customer must send any reservations concerning the lack of conformity of the items existing on the date of delivery by email to membership@iifiir.org as soon as possible.

 

Delivery place

101. The International Institute of Refrigeration delivers goods worldwide.

102. Delivery will be made

for physical products: to the address provided by the customer at the time of purchase or to the address shown in the My Account area for customers with such an area;

for digital products: to the email address provided at the time of purchase or to the email address shown in the My Account area for customers with such an area.

 

Delivery terms

103. Products are shipped worldwide, from Monday to Friday.

16. Right of withdrawal

 

Time limit and scope

104. Under the law, customers who are consumers have a right of withdrawal; they have fourteen (14) clear days from the receipt of the items to notify their wish to exercise their right of withdrawal, without incurring any costs and without giving any reason.

105. If the customer is a consumer, the withdrawal period starts the day on which the customer (or a third party other than the carrier and indicated by the consumer) acquires physical possession of the item(s).

106. Where multiple items are ordered in one order but are delivered separately, or where items are delivered in multiple lots or pieces over a specified period of time, the withdrawal period starts the day on which the last item, lot or piece is received.

107. If the withdrawal period expires on a Saturday, Sunday, bank holiday or non-business day, it will be extended to the next business day.

108. The right of withdrawal can be exercised without incurring any costs other than the costs to return the item, which are to be borne by the customer.

109. In accordance with the law, the right of withdrawal does not apply as regarding some orders such as:

supply of items made to the customer’s specifications or clearly personalised;

supply of items which are, after delivery, according to their nature, inseparably mixed with other items.

 

Special case of digital products

110. In accordance with the French Consumer Code, the right of withdrawal cannot be exercised for digital products sold by the International Institute of Refrigeration on non-physical media.

111. Consequently, in the case the consumer places an order for a digital product that is not supplied on physical media, the consumer hereby consents to the express waiver of the right of withdrawal.

 

Procedure to exercise the right of withdrawal

112. To exercise their right of withdrawal, clients who are consumers must inform the International Institute of Refrigeration of their decision to withdraw by an unequivocal statement expressing their will to withdraw, by post, fax or email sent at the following address:

If by post:

International Institute of Refrigeration

177 bd Malesherbes

75017 Paris

FRANCE

If by email: orders@iifiir.org

113. Members may use the attached model withdrawal form (Annex 2) and send it using the contact details given in the preceding paragraph, but it is not obligatory.

114. An acknowledgement of receipt of such withdrawal will then be communicated to customers who are consumers by the International Institute of Refrigeration by email without delay.

115. To meet the withdrawal deadline, it is sufficient for customers to send their request before the withdrawal period has expired.

 

Returns and refunds

116. To return items, customers must send back the items to the International Institute of Refrigeration without undue delay and in any event not later than fourteen (14) days from the day on which customers who are consumers communicates their decision to withdraw to the International Institute of Refrigeration.

117. Customers shall bear the direct cost and the risk of returning the items. Customers are thus informed that return costs shall be borne by them and may vary according to their choices.

118. Customers are informed that they will be liable to the International Institute of Refrigeration for any diminished value of the item resulting from the handling of the item other than what is necessary to establish the nature, characteristics and functioning of the items.

119. Customers are informed that items must be returned:

in mint condition in their original packaging;

accompanied by the item return form and a copy of the invoice;

undamaged and complete;

not damaged or soiled other than what is necessary to try the item;

with no stained, dented, torn, burnt, discoloured, or bent parts;

with all elements representing the brand or brand model (logo, exterior brand label, certificate of authenticity in its ticket folder...).

120. If the customer (who is a consumer) exercises their of withdrawal, the International Institute of Refrigeration will reimburse all sums paid, including the costs of delivery (with the exception of the supplementary costs resulting from the customer’s choice of a type of delivery other than the least expensive type of standard delivery offered by the International Institute of Refrigeration), without undue delay and in any event not later than fourteen (14) days from the day on which the International Institute of Refrigeration is informed about the customer’s decision to withdraw.

121. The International Institute of Refrigeration may withhold reimbursement until it has received the items back or the customer has supplied evidence of having sent back the items, whichever is the earliest. The customer is thus responsible for keeping proof of shipping.

122. The International Institute of Refrigeration will carry out such reimbursement using the same means of payment as the customer (as a consumer) used for the initial transaction, unless the customer has expressly agreed otherwise. In any event, the customer will not incur any fees as a result of such reimbursement.

 

Exchanges

123. Exchanges on any ordered items are not accepted.

 

17. Transport

124. Risk shall pass between the parties when the products are handed over to the carrier; consequently, the customer accepts transport at the customer’s own risk.

 

18. Warranties

Contractual warranties

125. The contractual warranties are specified in the sales catalogue, where applicable.

Legal warranties

126. The International Institute of Refrigeration is liable to customers who are consumers for the lack of conformity of the product to the contract in accordance with articles L.217-4 et seq. of the French Consumer Code, and to customers for latent defects or hidden defects in the thing sold in accordance with articles 1641 et seq. and 2232 of the French Civil Code.

127. In order to implement the warranty, a customer who is a consumer must first contact the International Institute of Refrigeration’s customer service under the conditions provided for in Article “Customer Service.” The customer who is a consumer must return the products together with their invoice.

 

REMINDER OF THE MAIN APPLICABLE LEGISLATION

Article L.217-4 of the French Consumer Code

“The seller is required to deliver a product which conforms to the contract and is held liable for any lack of conformity which exists upon delivery.

He is also held liable for any lack of conformity caused by the packaging or the assembly instructions, or the installation if he assumed responsibility therefor or had it carried out under his responsibility.”

Article L.217-5 of the French Consumer Code

“To conform to the contract, the product must:

1°/ Be suitable for the purpose usually associated with such a product and, if applicable:

- correspond to the description given by the seller and have the features that the seller presented to the buyer in the form of a sample or model;

- have the features that a buyer might reasonably expect it to have considering the public statements made by the seller, the producer or his representative, including advertising and labelling;

2°/ Or have the features defined by mutual agreement between the parties or be suitable for any special requirement of the buyer which was made known to the seller and which the latter agreed to.”

Article L.217-12 of the French Consumer Code

“Action resulting from lack of conformity lapses two years after delivery of the product.”

Article L.217-16 of the French Consumer Code

“Where the buyer, during the course of the commercial guarantee granted to him at the time of the acquisition or repair of a movable property, request the seller repairs covered by the guarantee, any period during which the product is out of use that is of at least seven days shall be added to the remaining period of the guarantee.

Such period shall start to run from the date on which the buyer requests the intervention or makes the property in question available for repair, whichever is later.”

Article 1641 of the French Civil Code

“The seller is bound to a warranty against hidden defects in the thing sold that render it unfit for its intended use, or that so impair its use that the buyer would not have bought it, or would only have given a lesser price for it if he had known of the defects.”

Article 1648 of the French Civil Code

“An action resulting from redhibitory defects must be brought by the buyer within two years from the discovery of the defect.”

PRACTICAL APPLICATION

Where the customer is acting under the legal guarantee of conformity within the meaning of the abovementioned provisions of the French Consumer Code, he or she:

-     has two years after delivery of the product to bring an action;

-     can choose between the repair or the replacement of the product, subject to the costs laid down in Article L.217-9 of the French Consumer Code;

-     does not need to prove the existence of the lack of conformity of the product during the period of twenty-four months following the product delivery, except for second-hand products, for which the period is six months.

In any event, the legal guarantee of conformity applies regardless of the commercial guarantee that may be granted by the International Institute of Refrigeration on the products ordered.

Lastly, the customer may decide to implement the guarantee against hidden defects in the thing sold within the meaning of article 1641 of the French Civil Code. In this case, he or she can choose between rescinding the sale and getting a reduction of the purchase price in accordance with article 1644 of the French Civil Code.

 

Exclusion of warranty

128. If the items returned by the customer do not correspond to the items ordered on the website and would come from a source other than the website, the International Institute of Refrigeration shall not be subject to any of obligations described above.

 

19. Customer service

129. A customer service is available to customers to request information about an order, the exercise of the right of withdrawal or the enforcement of the warranties.

130. Those requests may be made in writing and sent to the customer service by email at: orders@iiifiir.org.

131. Customers can also call customer service at the following telephone number: +33 01 42 27 32 35, Monday to Saturday from (9)a.m. to (5)p.m.

 

20. Price and invoicing

Price

132. Prices are in euros, all taxes included.

133. The International Institute of Refrigeration reserves the right to modify the catalogue prices at any time. They will be increased by the rates applicable on the invoice date.

 

Payment date

134. Invoices must be paid within thirty (30) days from their date of issue. No discount will be granted to customers for early payment.

135. Payment can be made online by credit card, bank transfer, PayPal or cheque to the International Institute of Refrigeration and sent to the following address:

International Institute of Refrigeration

177 bd Malesherbes

75017 Paris

FRANCE

136. The order shall only be deemed to be accepted once full payment has been made or once the amounts due have been received.

137. Delivery costs will be invoiced according to the terms and conditions specified at the time of the order.

 

21. Liability

138. The parties hereby jointly agree that the International Institute of Refrigeration may be held liable by the customer only in case of proven fault.

139. However, if the customer is a consumer, the International Institute of Refrigeration will be liable as of right to the customer for the proper performance of the obligations under these terms of sale.

 

22. Damage

140. The parties jointly agree that the International Institute of Refrigeration may be held liable only for the consequences of direct damage and that compensation for indirect damage shall be excluded.

141. The parties jointly agree that the International Institute of Refrigeration’s liability shall not exceed the sums actually paid by the customer at the time of the order.

142. This clause shall survive in case the agreement is cancelled, rescinded, terminated or annulled.

 

23. Ownership

Reservation of title

143. THE INTERNATIONAL INSTITUTE OF REFRIGERATION RETAINS OWNERSHIP OF THE TANGIBLE OR INTANGIBLE GOODS SUPPLIED UNTIL FULL PAYMENT OF THE WHOLE SALES PRICE, BUT THE RISKS SHALL NEVERTHELESS BE ASSUMED BY THE CUSTOMER UPON PROVISION OF THE GOODS TO THE CUSTOMER. THE MERE ISSUANCE OF COMMERCIAL PAPERS OR OTHER TRADE BILLS CREATING AN OBLIGATION TO PAY SHALL NOT CONSTITUTE PAYMENT.

144. Therefore, in case of non-payment, the International Institute of Refrigeration will be entitled to take back the goods or have the goods taken back at the customer’s own expense.

145. In the event of resale, the customer hereby undertakes to inform the third party purchaser, at the conclusion of each resale, of this reservation of title clause affecting the products that it proposes to buy and of the fact that que the International Institute of Refrigeration reserves the right to claim either the products delivered or their price, in accordance with articles L.624-9 et seqq. of the French Commercial Code.

146. This clause is an integral part of this terms of sale, which govern all commercial transactions agreed between the parties, granted by the International Institute of Refrigeration to the customer.

 

Intellectual property

147. The items belonging to the International Institute of Refrigeration, including, but not limited to trademarks, designs, models, images, texts, photos, logos, graphical charters, software, search engines, databases are the exclusive property of the International Institute of Refrigeration or its partners or its third party licensors and are in particular protected by intellectual property rights that are or will be granted to them under the laws in force.

148. Nothing in these terms of sale shall be construed as transferring any other intellectual property rights in all or part of the items owned by the IIR or its partners or third party licensors.

149. Any total or partial reproduction and/or representation of any of those elements without the International Institute of Refrigeration’s express authorisation is forbidden and will constitute infringement punished by Articles L. 335-2 et seq. of the French Intellectual Property Code.

150. The customer must thus not act or conduct in any manner that may directly or indirectly infringe the intellectual property rights of the International Institute of Refrigeration.

151. The customer agrees in particular to comply with any end user license agreement that may be applicable to the products ordered.

152. The customer shall not delete, remove or hide in any manner whatsoever the licensors’ proprietary notices on the product, or prominently include said proprietary notices, labels or brands on copies of the product,

 

24. Business references

153. The International Institute of Refrigeration may use the name of the customer as a business reference in accordance with business practices.

 

25. Confidentiality

154. For the purposes of the agreement, any and all information shall be confidential, including any information or data disclosed by the parties orally or in writing, notably information disclosed or obtained in the course of the negotiations of this agreement.

155. Accordingly, the parties shall:

treat the confidential information with the same degree of protection with which they treat their own confidential information of like importance;

keep confidential information in strict confidence and ensure that it is neither disclosed nor likely to be disclosed, whether directly or indirectly, to third parties;

not infringe in any manner the intellectual property rights in the confidential information;

prevent the confidential information from being copied, reproduced or otherwise duplicated, in whole or in part, when such copies, reproductions or duplications are not directly linked to the performance of the agreement.

156. The parties expressly agree that they shall not infringe the ownership rights in the confidential information in any manner.

157. The parties shall be bound by this confidentiality obligation for the term of this agreement and for a period of five (5) years after its termination for any reason whatsoever.

 

26. Rescission-Termination

158. If either of the parties materially breaches any of the obligations under the agreement, in such a manner that it makes it unnecessary or impossible to continue the performance of a product order, and fails to remedy such breach within 30 days of the sending of a registered letter with acknowledgment of receipt giving notice of the breach at issue, the other party may rescind as of right the product order that is subject to the relevant purchase order, without prejudice to any damages it may be entitled to claim hereunder.

159. If the breach has not been remedied, rescission will take effect upon expiry of the period given by the other party to remedy the breach.

160. The termination of an order shall have no effect on the continuation of other product orders for which separate purchase orders have been issued.

 

27. Force majeure

161. In case of a force majeure event, the performance of the membership agreement will at first be suspended.

162. If a force majeure event lasts for more than two months, membership will be automatically terminated, unless otherwise agreed by the parties.

163. It is expressly agreed that force majeure events, acts of God or fortuitous events will be those usually accepted under the case law of French courts and tribunals, as well as the events below:

war, riot, fire, internal or external strikes, lock out, occupation of the International Institute of Refrigeration’s premises, bad weather, earthquake, flood, water damage, statutory or governmental restrictions, statutory or regulatory modifications of the means of marketing, accidents of any nature, epidemics, pandemics, illness affecting more than 10% of the International Institute of Refrigeration’s employees in a period of two consecutive months, absence of energy supply, partial or total failure of the internet network and more generally of the private or public telecommunications networks, road blockage and impossibility to obtain supplies and any other event beyond the reasonable control of the parties preventing the normal performance of this agreement.

 

28. Hardship

164. If a change of circumstances that was unforeseeable at the time of the conclusion of this agreement and outside the normal provisions of the parties, has the effect of altering the performance of its obligations to such an extent as to render it harmful for one of the parties, the parties expressly agree to waive any application of the provisions of article 1195 of the French Civil Code and agree to bear the consequences of the occurrence of such circumstances, without prejudice to the provisions of Article Force Majeure.

 

29. Tolerance

165. The parties mutually agree that any tolerance of a situation by one party shall not grant the other party any rights in that respect.

166. Moreover, such a tolerance shall not be construed as a waiver of the rights in question.

 

30. Sincerity

167. The parties represent that the commitments taken herein are sincere.

168. Each party thus represents that it does not know any elements which, had it been disclosed, would have modified the consent of the other party.

 

31. Independent contractors

169. The parties acknowledge that they are each acting on their own behalf as parties independent of each other and expressly represent that they are and will remain, for the duration of this agreement, independent business and professional partners.

170. Nothing in this agreement is intended to constitute an association, a franchise, or a mandate given by one of the parties to the other party and shall in no way be interpreted as a commercial agency or representation contract of any kind.

171. Neither party may contract for and on behalf of the other party. Each party remains solely responsible for its own actions, assertions, commitments, services, and personnel.

 

32. Survival

172. Clauses described as surviving the termination of the agreement, howsoever caused, such as end of the contractual term or breach of contract, shall survive and continue to apply until the end of their special purpose. Such clauses include, but are not limited to, clauses on liability, ownership, and confidentiality.

 

33. Headings

173. In the case of a difficulty of interpretation arising out of a contradiction between any of the headings of the clauses and the content of any of the clauses, the headings shall be deemed to be non-existent.

 

34. Severability

174. If one or several provisions of these terms of sale were to be held invalid or so declared by a law, a regulation or a final decision having res judicata effect delivered by a court having proper jurisdiction, the other provisions shall remain in full force and effect.

 

35. Entire agreement

175. This agreement cancels and supersedes all quasi-contracts, implicit and explicit commitments, promises having the same subject-matter as the subject-matter hereof.

176. However, this clause is not intended to prevent the use of the said documents but to evaluate legally the quality of the consents exchanged during the formation of the agreement.

 

36. Waiver

177. The International Institute of Refrigeration’s failure to insist on or enforce strict performance of any of the obligations stated herein by the customer shall not be construed as a waiver of said obligation for the future.

 

37. Conciliation

178. In the event of difficulties of any nature, and prior to any legal actions, the parties shall implement a conciliation procedure.

179. The parties shall meet at the request of the most diligent party within eight days of the receipt of the letter requesting a conciliation meeting.

180. The agenda shall be set by the party having requested the conciliation.

181. Decisions made by mutual agreement shall have contractual value.

182. This clause is legally severable from this agreement. It shall survive and continue to apply even if this agreement is cancelled, rescinded, terminated or annulled.

 

38. Assignment of the agreement

183. This agreement may not be assigned by one of the parties, in whole or in part, whether or not for consideration, without the prior written consent of the other party.

 

39. Domiciliation

184. For purposes of this agreement and unless otherwise stated, the International Institute of Refrigeration will send all correspondence for the customer to the postal address appearing in the customer’s ‘My Account’ area or to any address communicated by the customer at the time of the order.

185. Any communication intended for the International Institute of Refrigeration must be sent by the customer to the address of its registered office.

186. Any change of address must be notified to the International Institute of Refrigeration by registered letter with acknowledgement of receipt.

 

40. Language

187. The terms of sale have been drafted in French and translated into English [insert link].

188. If the terms of sale are translated into a foreign language, the French language version shall prevail over any translated version in case of dispute, litigation, difficulty of interpretation or performance and more generally in respect of the relationship between the International Institute of Refrigeration and the customer.

 

41. Governing law

189. This agreement shall be governed by the laws of France.

190. French law shall apply to both form and substance, notwithstanding the place of performance of principal or ancillary obligations, subject to the mandatory provisions that may apply to customers in their as consumers.

 

42. Dispute resolution

191. In case of dispute regarding these terms of sale, and if the customer is a consumer, the customer is informed by the International Institute of Refrigeration of the possibility to have recourse to a consumer mediation procedure under the conditions provided for in Title I of Book VI of the French Consumer Code.

192. The contact details of the relevant mediator are the following: address: [TO BE COMPLETED]; telephone number: [TO BE COMPLETED]; email address: [TO BE COMPLETED].

193. In order to be able to refer the matter to the aforementioned consumer mediator, the consumer must justify having previously tried to resolve the dispute directly with the International Institute of Refrigeration via a written complaint in the following manner: [TO BE COMPLETED].

194. If the customer is a consumer, the customer is informed that this mediation procedure does not apply to any claims the customer may have notified to the International Institute of Refrigeration’s customer service in accordance with article L611-3 of the French Consumer Code.

 

43. Jurisdiction

195. In case of dispute in connection with the construction or performance of these terms of sale, the competent court shall be determined under the provisions of ordinary law governing the relations between a consumer and a trader.

 

44. Rules of evidence

196. The information required by law, professional rules and practices, or the state of the art for the conclusion of this agreement may be transmitted between the parties by electronic means.

197. The same applies to letters sent pursuant to the performance of this agreement.

198. Each of the parties expressly agrees to the use of this means in accordance with article 1126 of the French Civil Code.