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Article 1 – Warning
In order to improve the quality of its products, Procopi hereby reserves
the right to modify the technical data of items it manufactures at any time
and without advance notice.
The sketches, photos, texts and illustrations included in the catalogues, Aquasoft DVD, Aquasoft On Line and the internet site or communicated by any other means, are provided for information purposes only and may under no circumstances be considered contractually binding.
All copying or representation of the sketches, photos, texts or illustrations published in the catalogues, Aquasoft DVD, Aquasoft On Line or on the Procopi internet site, even partial, shall be construed as illegal and fraudulent unless authorised explicitly by Procopi.
Article 2 - General provisions
Clients and Procopi hereby mutually recognise each other’s status as professionals dealing in the the products, materials and services sold.
The general sales terms and conditions hereto shall only govern commercial dealings between Procopi and dealers, hereinafter referred to as the client or clients.
They shall under no circumstances govern contractual dealings between dealers and consumers.
Orders placed with Procopi and contracts dealt with by the latter shall be subject to the general sales terms and conditions set out hereinafter that shall cancel and supersede all clauses contained in documents issued by clients and co-contractors.
Consequently, no other term or condition shall nullify the effect of the general terms and conditions hereto unless Procopi explicitly agrees to said in writing.
Article 3 - Acceptance of orders
No person shall claim or benefit from any sort of tacit understanding with Procopi. Only orders accepted by Procopi are valid.
As regards orders placed on-line using the Aquasoft On Line programme, or via Procopi’s internet site, acceptance of the order and conclusion of the sale are construed as having taken place upon receipt, by the client, of the electronic acknowledgement of receipt..
Article 4 - Sales terms and prices
The prices indicated in Procopi’s catalogues, price lists, Aquasoft DVD, Aquasoft On Line, Internet site and e-commerce site are quoted in Euro ex VAT and any other tax. They are payable in Euro and, unless indicated otherwise in the specific terms and conditions, Procopi ex-warehouse.
Said prices are susceptible to modification without prior notification at any time to reflect the evolution of the national and international economic and monetary climate.
Any sales terms and conditions granted to clients by Procopi’s Sales Reps and/or Regional Managers must be confirmed in writing.
In the event or a discrepancy or a dispute arising between Procopi and one of its clients concerning the application of these sales terms and conditions, only offers confirmed in writing will be taken into consideration.
Article 5 – Payment
Invoices are payable in full, without discount, at the address indicated on the invoice.
As regards export sales, goods are payable prior to shipment or by confirmed irrevocable letter of credit drawn on a leading French bank.
However, a discount of 2% shall be applied for settlement by cheque enclosed with the ord er.
A discount may also be applied, by virtue of specific terms and conditions, for advance payment. The percentage represented by this discount will be indicated on the invoice.
In the event that a discount is allowed, only VAT on the price actually paid will give rise to a discount.
Upon opening a credit line reserved for sustained commercial dealings, invoices shall be payable, without any discount, by Electronic Bill of Exchange payable without prior acceptance, at 30 days end of month as of the date upon which the merchandise was shipped.
Electronic Bills of Exchange forwarded for acceptance should be returned within one week of their receipt by the client.
In the event of late payment, and in application of the French NRE law dated 15 May 2001 (French new economic regulation Act), the client will be charged moratory interest as of the day after the payment date indicated on the invoice up until payment of said invoice.
The rate used to calculate such penalties for late payment is indicated on the invoice.
Furthermore, any discount previously agreed will be cancelled.
Credit granted to a client shall be construed as a payment facility and may be revoked at any time.
Any significant alteration of the client’s economic or financial situation may entail the revision of payment conditions, even subsequent to partial execution of orders.
Refusal to accept Electronic Bills of Exchange or failure to pay a trade bill or negotiable instrument upon its due date shall render the whole debt payable immediately and in full without any prior notice and shall entail the suspension of deliveries.
Failure to settle an accepted trade bill or negotiable instrument upon its due date will entail the suspension of all terms of credit (delivery upon payment).
Article 6 - Delivery leadtimes and charges
Article 6.1 – Charges
Orders worth more than € 350 net ex VAT (or 100 net ex VAT for spares) delivered in one shipment within mainland France to an address provided by the client or to a Procopi agency (for collection by the client) shall be delivered free of charge with the following exceptions:
- Reconstituted stone coping and flagstones, sand, gravel, steps, saunas, salt, spas and Calypso, Mambo bar covers and Delta automated covers shall be delivered Ex-Works (additional fixed freight charges will be applied),
- Goods considered dangerous by carriers and hence subject to specific transport costs.
In the event of a COD delivery, collection charges demanded by the carrier ( €15 ex VAT) will be payable by the client.
Express deliveries are also available. However, freight charges will be payable by the addressee.
The costs incurred by packaging or customs formalities, inspections or consular visas specific to dangerous goods (liquid PVC, glue, water treatment products, etc.) will be invoiced to the client.
The cost of visas for orders worth more than € 15,000 ex VAT, excluding freight charges and delivered in one shipment and to one address, will be paid by Procopi.
Article 6.2 - Delivery leadtimes
Delivery leadtimes are indicated for information purposes, delays shall not entail the cancellation of the sale.
However, in the event of a delivery delay, the client may formally request that Procopi deliver the goods within a time period of 15 days as of the date on which the registered letter is received. Upon expiry of said deadline, the client may cancel the order in question.
Article 7 - Transfer of ownership
In accordance with the legal provisions in effect, transfer of ownership of the goods delivered shall take place at the time at which the price of said goods is paid in full.
However, risks shall be transferred to the client as of such time as the goods are made available to the client, to the client’s representative or to the carrier.
Article 8 - Acceptance and Complaints
Goods travel at the risk and responsibility of the addressee.
In the event of any dispute or discrepancy concerning the delivery by the carrier the addressee must:
- Note the dispute or discrepancy on the delivery stub: missing package, damaged package, damp package, etc. and under no circumstances:“reserved subject to opening”,
- Send confirmation of the reservations indicated on the stub to the carrier (not Procopi) by registered mail with a copy to Procopi, within three working days as of delivery,
- Forward the original of the delivery stub to Procopi as quickly as possible, along with a copy of the registered letter sent to the carrier.
CAUTION: A complaint will not be accepted unless these three points have been respected to the letter.
Article 9 – Returning goods
The client is allowed 8 days, as of the date on which the client receives the goods, to return said.
In all cases, such a return must:
- Be agreed to beforehand by Procopi, such agreement being embodied
by the communication of a goods return number,
- Concern goods featured in the version of Procopi’s professional catalogue that is current at the time that the goods are returned,
- Be accompanied by a document recalling the delivery slip or invoice number as well as the reasons for which the goods are being returned,
- Be post paid,
- Be comprised of goods in their original packaging accompanied by the original documents.
CAUTION: Failure to abide by the aforementioned conditions shall entail either refusal of the goods returned or acceptance of the goods returned with a 25% reduction of the price invoiced.
Article 10 - Contractual guarantees
All items manufactured or distributed by Procopi (Superliner, Climexel heat pumps, etc.) are covered by a 2 year guarantee, under the terms and conditions set out in the guarantee enclosed at delivery. These guarantees enter into effect on the client invoice date.
Guarantees are effective subject to the condition that equipment items are installed, maintained or repaired by qualified professionals who abide by the rules of the art laid out in the operating and installation instructions and other standard documents (DTP “Directives Techniques Piscines” (pool technical directives), AFNOR (French standards association)
standards, etc.).
The repair under guarantee of any item manufactured or distributed by Procopi will in no way alter the date on which the contractual guarantee covering said item, and calculated based on its date of invoice, expires.
Similarly, the replacement under guarantee of any item manufactured or distributed by Procopi will in no way alter the expiry date of the contractual guarantee covering the replacement item and that is calculated based on the initial invoice date of the latter
Unless otherwise stipulated, coverage shall be limited to the replacement of the part or equipment item acknowledged as defective in our workshops, labour included. Freight costs, call out charges and other damages are not included in the scope of the guarantee.
In the event of an intervention by the client, coverage shall be limited to the supply of the part or equipment item acknowledged as defective.
Freight costs, call out charges and other damages are not included in the scope of the guarantee.
Consumable items (chemicals, maintenance accessories, etc.) and wear parts (seals and gaskets, baskets, belts, bulbs, etc.) are not covered by any guarantee.
Neither the effects of normal wear and tear (Poolbag, cartridges, incandescent bulbs, maintenance accessories, pool paint, above ground pool liners and covers) nor the repercussions of inappropriate usage are covered by any guarantee.
The following are specifically excluded from any guarantee; damage not attributable to the pool or pool equipment, such as that occasioned by impact, fire, frost, infestation by termites or any other parasite, lightening, flooding or any other natural catastrophy.
Should it prove impossible to ascertain the exact cause of the malfunction hindering correct operation of an equipment item, and at the client’s explicit request, Procopi may send one of its technicians to perform troubleshooting.
In all cases an intervention slip, duly accepted by the client, setting out the intervention in detail will be drafted for such interventions.
Following said troubleshooting, and depending on whether or not the cause of the malfunction falls within the realm of Procopi’s responsibility or not, Procopi may or may not invoice the client labour costs and call out charges as well as any spare parts required.
Guarantees covering equipment items enter into effect as of the date on which they are invoiced to the clients.
CAUTION: The presence of salt in the pool water is considered to increase the risk of corrosion of metallic equipment items such as the ladder, heater, heat exchanger, condenser, automated cover axle, etc.
Resulting corrosion will under no circumstances be covered by the guarantee.
- The quality of the water in the pool must at all times comply with the public water supply, notably in terms of its metallic salt content (Copper, iron, manganese, etc.), its mineral salts content (Calcium, magnesium, etc.), and its pH, etc. Bad quality water in the pool can initiate or facilitate the corrosion of metallic equipment items and premature ageing of waterproofing.
Before filling the pool with water from another source, the client must ensure that the physico-chemical characteristics of said alternative pool water supply comply with those of the public water supply .
Groupe Procopi hereby reserves the right to fully or partially suspend the guarantee in the event that non-compliant water is used to fill the pool.
Article 11 - Liability and insurance
The client and Procopi hereby mutually recognise each other’s status as professionals dealing in the the products sold. The client hereby acknowledges that Procopi sells equipment subsequently incorporated into an operational assembly by the client.
The client, in its capacity as a swimming pool professional, has sole responsibility regarding the selection of the product, the product’s integration into the assembly and its correct usage according to the rules of the art, regulations in effect and the results the client is endeavouring to achieve.
Procopi shall under no circumstances be held to any obligation regarding the final result.
The client must advise Procopi of any defects attributable to the product immediately, providing evidence in support of the latter.
The client must provide Procopi every opportunity to investigate alleged defects and remedy said.
Procopi will be released from its obligations in the event of Force Majeure.
The following shall be understood to constitute Force Majeure and as such to suspend or nullify Procopi’s obligations without any recourse by the client: accidents effecting production and storage of the products, the total or partial interruption of procurement, a fault committed by the carrier, fire, flood, machine breakdown, total or partial strike, administrative decisions, acts attributable to third parties, war and any other act beyond Procopi’s control likely to delay or prevent performance of contractual commitments or render said financially unviable.
Procopi has taken out policies insuring it for the usual risks associated with its activities and to the level usual for this profession. Valid certificates and guarantee tables are available to its clients.
It is hereby explicitly agreed that the client will renounce all recourse of any kind above the ceiling of the guarantee taken out by Procopi.
This constitutes a substantive clause of the agreement hereto
.Article 12 - Jurisdiction of Competence
Any discrepancy or dispute arising from the construction hereto shall be brought before the Commercial Courts of RENNES (France) who shall have sole jurisdiction in such matters.
Neither the client’s purchasing terms and conditions, if any, nor the location of execution of the order or the contract, nor, more generally, any concession regarding the general sales terms and conditions shall have any effect on this clause attributing jurisdiction of competence, even in the event of a guarantee claim or in the case of multiple defendants.
Note : These sales conditions apply to customers of Procopi SAS.
The subsidiary companies of Procopi (Speck -Procopi Iberica, Procopi GmbH,Procopi Benelux...) have separate sales conditions which are available on request and may vary from these conditions.
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