General Terms and Conditions of Sale No. CGV.AEV.2020.11.30 of services to businesses & professionals excluding out-of-court expert appraisals after a claim
SCOPE
Our services offer is subject to these General Terms and Conditions of Sale, which prevail over any general terms and conditions of purchase.
It is expressly stated that these General Terms and Conditions do not apply to out-of-court expert appraisals after a claim.
NATURE OF THE SERVICES
Cabinet Roux is a provider of intellectual and technical services, the scope of which extends to all areas relating to the assessment, analysis, preliminary appraisal and management of companies' tangible assets, as well as the prevention of risks likely to affect these assets and, more generally, the interests of companies faced with claims and disputes in the course of their business.
Our services involve carrying out consultancy, technical support and appraisal assignments for our clients, in order to meet objectives formally set out in a service offer drawn up on the basis of the issue described by the client, providing for the purpose, scope and practical methods of implementing the planned assignment.
In addition, Cabinet Roux offers its clients assistance with assessing risks to employee health and safety, as well as with the preparation of the Single Document required by the regulations.
FORMATION OF THE CONTRACT
The principal sends Cabinet Roux an order for services by any means, and in particular via the contact form on the www.cabinet-roux.com website or by e-mail to the following address: contact@cabinet-roux.com.
Cabinet Roux draws up a services offer and submits it to the principal (client or contractor) together with these General Terms and Conditions. All of these documents are referred to as the "contract". Once the services offer and these General Terms and Conditions have been duly accepted by the principal, the contract is considered to have been formed.
It is agreed between the parties that the use of an electronic signature to accept the contract is valid and unequivocally binding on the principal.
Any request by the principal to modify the services ordered from Cabinet Roux may only be taken into account, within the limits of what is possible for Cabinet Roux and at its sole discretion, if it is notified in writing. Cabinet Roux will notify the principal of its consent in writing. Additional services will be the subject of an amendment to the contract and will be invoiced in accordance with Article 7 of these General Terms and Conditions.
PERFORMANCE OF THE SERVICES
Down payment
Unless otherwise stipulated in the services offer, the principal must pay a down payment, the percentage of which is specified in the services offer.
The down payment is under no circumstances qualified as a non-refundable deposit. The principal pays the down payment on acceptance of the services offer. If the principal fails to pay the full amount of the down payment, Cabinet Roux is entitled to postpone the start date of the services until the agreed down payment has been paid in full, without the principal being entitled to claim damages.
Completion of the services
When the contract has been formed and after Cabinet Roux has received any down payment, it deploys the means and resources required to carry out the assignment within the timeframe and under the conditions stipulated in the contract:
In general, Cabinet Roux carries out its interventions and services in accordance with the professional and technical practices, rules and benchmarks applicable to the purpose of the agreed assignment.
For the performance of the assignment, Cabinet Roux assesses the resources required and calls upon its appraisers and technicians as well as any specialist in its network whose skills and capacity enable it to guarantee the best possible conditions for meeting the planned objective.
The Cabinet Roux appraiser or specialist in charge of the assignment has the necessary autonomy to exercise judgement. In particular, he or she is not required to report on or refer to facts or circumstances that are outside the scope of his or her contractual assignment.
Unless otherwise stipulated, when Cabinet Roux's appraisers carry out the surveys required for the assignment, either by sampling (in the statistical sense of the term) or by collecting documents from third parties, such as estimates, catalogues and nomenclatures, this cannot be considered as an exhaustive examination or verification. In this case, the information provided by Cabinet Roux is the result of the steps and surveys undertaken with regard to the information available and the experience of the appraiser or specialist in charge of the assignment.
Cabinet Roux's appraisers and specialists are not required to be constantly present on the intervention site. Their inspections are carried out intermittently according to the schedule defined by mutual agreement with the principal's representatives.
Documents relating to undertakings entered into between the principal and third parties, of which Cabinet Roux may be aware or which may be communicated to it with a view to carrying out the agreed services, will be considered to be for information purposes only, without this having the effect of modifying the scope of the assignment or the agreed obligations.
PRINCIPAL'S OBLIGATIONS
It is the principal’s responsibility:
as soon as the information and documents are requested for the performance of the planned assignment, to ensure that they reach the Cabinet Roux appraiser or specialist in good time to enable him or her to carry out his or her assignment under the agreed terms,
to hand over or ensure that its suppliers or subcontractors hand over all the working documents required by the appraiser and to provide him or her with any additional information and details that may prove useful with regard to the intended use or purpose of the service requested,
to confirm with the Cabinet Roux appraiser or specialist the proposed date of the intervention, or in the event of disagreement, to inform Cabinet Roux as soon as possible so that an alternative solution can be found. In any event, except in cases of force majeure, Cabinet Roux will endeavour to find a date for the intervention that is compatible with the principal's time constraints, provided that these have been expressly declared when the contract is entered into, to ensure that all safety measures are taken relating to working conditions, sites and equipment where Cabinet Roux's staff are working, and to have the staff for whom it remains responsible carry out the handling and manoeuvres on the installations necessary for the performance of Cabinet Roux's interventions. Throughout the duration of Cabinet Roux's interventions, the principal retains the management, use, custody of and responsibility for the installations, equipment and appliances in question,
to take the necessary measures to remove any impediment or difficulty that would prevent the proper performance of the services requested.
CABINET ROUX'S OBLIGATIONS
Liability
Cabinet Roux is bound by a best-efforts obligation and not a performance obligation, except where this is provided for by a mandatory legal provision.
Cabinet Roux will be liable, with the exception of that caused by the principal or by a third party, for any property damage incurred by the principal as a result of a voluntary or involuntary act by any of its employees involved in the performance of the assignment in question.
In any event, Cabinet Roux’s liability may only be incurred in the event of a proven fault or negligence and will be limited to direct damage to the exclusion of any indirect damage of any nature whatsoever (operating losses etc.).
Cabinet Roux's obligation does not extend beyond the technical data and deliverables included in the service offer and produced by its appraisers and specialists with a view to answering the questions and meeting the objectives formulated in the service offer.
Warranty
Within a maximum period of 60 days after delivery and at the express and reasoned request of the principal, Cabinet Roux will correct the deliverables in the event of objective and factual faults or errors in the drafting and production of the required data, in particular with regard to the results of inventories or expert appraisal reports in figures, when said errors affect the purpose of the deliverable and its use in relation to the objectives defined in the contract, provided that said faults or errors are not attributable to the principal.
Ownership of data
Unless expressly provided otherwise in the service offer, the data and information supplied by Cabinet Roux as part of the performance of the assignment are deemed to remain Cabinet Roux’s property until the actual payment of the full price (principal amount and incidentals).
Failure to pay any of the instalments will result in suspension of the assignment in progress and, where applicable, reclamation of the information supplied.
Cabinet Roux issues documents which may only be reproduced and/or communicated to third parties in their entirety.
Cabinet Roux cannot be held liable for any use of documents outside the context to which they apply.
Confidentiality
All Cabinet Roux’s employees are bound by professional secrecy and must refrain from communicating or distributing to third parties, in any form whatsoever and by any means whatsoever, any information, document or data relating to the principal without the latter's express authorisation.
The principal is, in the same way, bound by this same obligation concerning any information, document or data relating to Cabinet Roux.
Cabinet Roux's remuneration is fixed and/or proportional. It is specified in the service offer.
It is calculated on the basis of parameters specified in the service offer, which relate either to the nature and duration of the intervention or to the outcome sought.
The total price (fees, expenses and incidentals) is stipulated in the service offer.
Cabinet Roux’s remuneration for the performance of services not provided for in the service offer, resulting in particular from an extension of the scope of its initial assignment or relating to a scope not included in the said assignment, will, in the absence of an amendment to the contract, be invoiced at the flat rate of €1,200 excluding tax per day of intervention. A record of the time spent on the assignment will be issued to the principal upon written request. The extension of the scope of Cabinet Roux's assignment is understood to mean the addition, by mutual agreement between the parties, of one or more sites or exceeding the total area declared, for the entire scope, by more than 20%. This rate applies to each of Cabinet Roux's staff members or representative contracted to carry out the said services. It includes all actions necessary for the performance of the said services, such as, but not limited to, the performance of technical surveys, costings, travel and meetings.
Invoices related to Cabinet Roux's services must be paid in cash, except where expressly specified otherwise, and under the conditions set out in the service offer.
Late penalties - Penalty clause
In the event of late payment by the principal, late payment penalties, corresponding to a percentage of the amount (excluding VAT) of the sums owed by the principal, will be automatically payable to Cabinet Roux as from the day following the date on which the invoice is due, without any formality or prior formal notice. These late payment penalties will be calculated on the basis of a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
In the event of late payment, the principal will also be liable to pay Cabinet Roux a fixed indemnity for collection costs of 40 euros. If the recovery costs incurred by Cabinet Roux exceed the amount of this fixed indemnity, it may request additional compensation, on presentation of proof.
In addition to the late payment penalties provided for above, if the principal fails to pay all the sums due at the end of a period of one month from the date on which the invoice is due, the principal will owe Cabinet Roux, under the penalty clause, a sum equal to 10% of the amount of the outstanding fees and costs, excluding VAT. This indemnity will be automatically due, without prior formal notice.
CONDITIONS OF ACCESS TO APPRAISED PROPERTY
For the purposes of carrying out the assignment, the Appraised Property must be accessible and secure. Cabinet Roux reserves the right to interrupt or suspend performance of the assignment if the conditions of access to the Appraised Property present a danger to the health or safety of its employees. No compensation may be claimed by the principal in this respect. Cabinet Roux will inform the principal in writing of any interruption or suspension of its assignment.
In order to enable Cabinet Roux to continue the assignment, the principal will specify any need to use specific safety devices or equipment. The related costs will be borne exclusively by the principal.
If, due to a lack of access to the Appraised Property for safety reasons, the contract cannot be performed, it will be deemed to be automatically terminated upon the first presentation of a registered letter with acnowledgement of receipt sent by Cabinet Roux. In this case, the services performed by Cabinet Roux since entering into the contract will be invoiced on a sessional basis at the rate set out in Article 7.1 of the General Terms and Conditions of this contract.
AUTHORISATIONS TO TAKE PHOTOGRAPHS
The principal expressly declares that it authorises Cabinet Roux to photograph the Appraised Property, as well as to use or reproduce said photographs, in the context of carrying out the appraisal assignment provided for in the contract.
Cabinet Roux expressly refrains from any reproduction and/or use of the photographs for purposes other than performance of the contract entered into with the principal.
This authorisation is also granted under the following conditions:
for an unlimited period.
without financial consideration of any kind. Consequently, the principal may not claim any remuneration or any right to the image as a result of taking and using the photographs subject of this authorisation.
applicable both to Cabinet Roux and to its employees or representatives.
SUSPENSION OF OBLIGATIONS
The parties agree that Cabinet Roux’s obligations or the principal’s obligations will be automatically suspended and their liability cannot be called into question in the event of a case of force majeure as defined by legislation and case law and, more generally, of any actual and serious fact or event, outside their organisational capacities and the means implemented for the performance of the assignment, making it impossible to carry out the latter.
The suspension of obligations or delay may in no case lead to the payment of damages or late performance penalties.
The Party noting the event must inform the other Party as soon as possible, by registered letter with acknowledgement of receipt.
However, as soon as the cause of the suspension of their mutual obligations is over, the parties will do everything possible to resume the normal performance of their contractual obligations as quickly as possible.
EARLY TERMINATION
Occurrence of a case of force majeure
When the force majeure event and, more generally, any fact referred to in Article 10 of these General Terms and Conditions has become definitive or generates such a delay that it prevents the continuation of the performance of the contract, the contract may be terminated by one of the parties by sending the other party a registered letter with acknowledgement of receipt.
The termination will take effect automatically on the date of the first presentation of the registered letter.
Non-performance of the contract attributable to one of the parties
The contract may be terminated at any time by either party in the following cases:
A sufficiently serious breach of one or more of its obligations by the other party, which has become definitive or continues beyond eight (8) calendar days;
Non-compliance by the principal with its obligation to pay an invoice, lasting more than thirty (30) calendar days from the date on which the invoice is due.
The termination of this contract by one of the parties will take place automatically at the end of a period of eight (8) calendar days from the receipt, or failing this, the first presentation by post, of a letter of formal notice sent by one of the parties to the other by registered letter with acknowledgement of receipt or any extrajudicial document, mentioning the intention of its author to apply this clause and which has remained without effect.
Fortuitous events
The parties may terminate this contract by mutual agreement in the event of a change in circumstances unforeseeable at the time of its conclusion and making its performance excessively onerous for one of the parties, in accordance with Article 1195 of the French Civil Code.
Consequences of early termination
If the contract is terminated early at Cabinet Roux’s initiative for a reason that is due to the principal, the latter will remain liable for the full amount of the remuneration agreed between the parties.
In the event of early termination of the contract resulting from a case of force majeure or any of the events referred to in Article 10 of these General Terms and Conditions, the services provided by Cabinet Roux since entering into the contract will be invoiced on a sessional basis at the rate provided for in Article 7.1 of the General Terms and Conditions of this contract.
PERSONAL DATA
When the principal signs this contract, his or her personal data are collected. The personal data collected are as follows:
the full name of the principal, his or her address, telephone number and email address.
The personal data collected are intended for Cabinet Roux. They are subject to computer processing required for:
canvassing;
managing the relationship with its clients and prospects;
processing, performance, prospecting, production, management and follow-up of the principal's requests and files;
organisation, registration and invitation to Cabinet Roux events.
Cabinet Roux will only keep the principal's data for the period necessary for the operations for which they were collected and in compliance with the regulations in force. In this respect, the personal data referred to in Article 12.1 will be kept for three years, unless:
the principal exercises his or her right to delete the data, under the conditions described in Article 12.5 of this contract;
a longer retention period is authorised or required under a legal provision or regulation.
During this period, Cabinet Roux undertakes to put in place all the necessary means to ensure the confidentiality and security of personal data, so as to prevent their damage, erasure or access by unauthorised third parties.
Access to the principal's personal data is strictly limited to authorised persons working for Cabinet Roux.
Apart from the cases set out above, Cabinet Roux undertakes not to sell, rent, transfer or give access to third parties to the principal's personal data without its prior consent, unless it is obligated to do so for a legitimate reason (legal obligation, steps to combat fraud or abuse, exercise of the rights of defence, etc.).
Personal data collected may be shared with third-party companies in the following cases:
to comply with administrative or court procedures;
if Cabinet Roux is involved in a merger, acquisition, transfer of assets or court-ordered receivership procedure, it may be required to transfer or share all or part of its assets, including personal data. In this case, the principal will be informed before the personal data is transferred to a third party.
Pursuant to the amended French Data Protection Act of 6 January 1978 and European Regulation No. 2016/679/EU of 27 April 2016 (applicable as of 25 May 2018), the principal has a right of access, rectification, portability and erasure of his or her data or the right to limit its processing. It may also, on legitimate grounds, object to the processing of his or her data.
Subject to the production of valid proof of identity, the principal may exercise his or her rights by writing to the following address:
If the principal does not wish/no longer wishes to receive news, solicitations and invitations from Cabinet Roux (by telephone, text message, post or email), the principal must inform Cabinet Roux at the aforementioned address.
For any additional information or complaint, the principal may contact Commission Nationale de l'Informatique et des Libertés (French data protection agency) (more information on www.cnil.fr).
DISPUTES
This contract is subject to French law. Any dispute relating to the conclusion, interpretation, validity, performance and termination of this contract will fall under the exclusive jurisdiction of the Commercial Court of Nantes.
