General Terms and Conditions of Sale No. CGV.AEV.2020.11.30 For services to businesses and professionals, excluding amicable post-claim expertise missions
SCOPE
Our service offers are governed by these General Terms and Conditions of Sale, which take precedence over any general purchasing conditions.
These terms are expressly stated not to apply to amicable expertise missions following a claim.
NATURE OF SERVICES
Cabinet Roux provides intellectual and technical services in fields related to the evaluation, analysis, preliminary expertise, and management of businesses’ tangible assets. This includes risk prevention measures to safeguard said assets and, more broadly, the interests of businesses facing claims and disputes in their activities.
Our services involve providing clients with consultancy, technical support, and expertise aimed at achieving the goals outlined in a service proposal based on the client's identified issues. This proposal details the purpose, scope, and practical execution of the planned mission.
Additionally, Cabinet Roux provides assistance with employee health and safety risk evaluation, including the preparation of the legally required « Single Risk Assessment Document », which refers to the Document Unique d'Évaluation des Risques Professionnels (DUERP) mandated under French law.
CONTRACT FORMATION
The client submits a service request to Cabinet Roux through various means, including the contact form on the website www.cabinet-roux.com or by email at contact@cabinet-roux.com.
Cabinet Roux then provides the client (or contracting party) with a service proposal along with these general terms, collectively referred to as the "contract." Once the service proposal and these terms are duly accepted by the client, the contract is considered formed.
Both parties agree that an electronic signature for accepting the contract is valid and unequivocally binds the client.
Any client request to modify the agreed services is subject to Cabinet Roux's approval, based on feasibility and at its discretion. Such requests must be made in writing, and Cabinet Roux's acceptance will also be confirmed in writing. Additional services will require a contract amendment and will be billed as per Article 7 of these terms.
SERVICE EXECUTION
Advance payment
Unless otherwise specified in the service proposal, the client must pay an advance specified in the proposal. This advance cannot be considered a deposit. The client pays the advance upon accepting the service proposal.
If the full advance is not paid, Cabinet Roux reserves the right to postpone the start date of service execution until full payment is received. The client cannot claim damages for such delays.
Service delivery
Once the contract is formed and any required advance payment is received, Cabinet Roux deploys the necessary resources to execute the mission within the agreed timeframe and conditions:
Generally, Cabinet Roux conducts its assignments in accordance with applicable professional and technical standards and practices related to the agreed mission.
Cabinet Roux determines the necessary resources and engages its experts, technicians, or external specialists as required, ensuring their expertise meets the mission’s objectives.
The expert or specialist assigned to the mission operates autonomously, maintaining professional judgment without referring to unrelated facts or circumstances outside the contract scope.
Unless explicitly stated otherwise, investigations conducted by Cabinet Roux (e.g., through sampling or third-party documents like quotes, catalogs, or listings) are not exhaustive. Information provided reflects the available data and the expert's experience.
Cabinet Roux’s experts are not required to maintain a constant presence at the site of intervention. Visits occur intermittently, per a schedule agreed upon with the client’s representatives.
Documents concerning agreements between the client and third parties, which Cabinet Roux accesses or receives during service execution, are considered for information purposes only. They do not modify the scope or obligations of the agreed mission.
CLIENT’S OBLIGATIONS
The client is responsible for:
Ensuring that all required information and documents reach Cabinet Roux’s expert or specialist in a timely manner to facilitate the proper execution of the agreed mission.
Providing or arranging for suppliers or subcontractors to provide all necessary working documents and any additional information relevant to the intended use or purpose of the requested service.
Confirming the proposed intervention date with Cabinet Roux’s representative or notifying any disagreement promptly to explore alternative solutions. Cabinet Roux will endeavor to accommodate the client's timing constraints if expressly stated during contract formation, barring force majeure.
Ensuring all necessary safety measures are in place for the working conditions, sites, and equipment where Cabinet Roux’s staff will operate.
Assigning qualified personnel under their responsibility to carry out any required manipulations or operations on installations necessary for Cabinet Roux’s interventions.
Throughout Cabinet Roux's interventions, the client retains control, usage, custody, and responsibility for the installations, equipment, and devices involved. The client must also address and resolve any issues that may hinder the proper execution of the requested services.
CABINET ROUX'S OBLIGATIONS
Liability
Cabinet Roux is obligated to deliver a best-effort service (obligation de moyens) rather than a guaranteed outcome, except when legally required otherwise.
Cabinet Roux assumes responsibility, except for damages caused by the client or third parties, for material damages directly resulting from intentional or unintentional acts by its personnel during the mission.
In any case, Cabinet Roux’s liability is limited to proven fault or negligence, covering only direct damages. Indirect damages, such as business losses, are excluded.
Cabinet Roux's commitment is confined to the technical data and deliverables defined in the service proposal, addressing the questions and objectives outlined therein.
Warranty
Within 60 days of deliverable submission, upon the client's explicit and substantiated request, Cabinet Roux will promptly correct defects or errors in deliverables free of charge. Corrections apply to factual or objective defects, particularly in numerical inventories or expertise that compromise the deliverable's intended purpose and contractual objectives, provided the errors are not attributable to the client.
Data ownership
Unless explicitly stated otherwise, all data and materials provided by Cabinet Roux during the mission remain its property until full payment is received.
Non-payment of any installment results in suspension of the ongoing mission and potential repossession of provided materials.
Documents issued by Cabinet Roux may only be reproduced or shared with third parties in their entirety. Any use of documents outside their intended context absolves Cabinet Roux of liability.
Confidentiality
Cabinet Roux staff are bound by professional secrecy and are prohibited from disclosing or sharing any information, documents, or data concerning the client without explicit authorization.
Similarly, the client must uphold confidentiality regarding all information, documents, or data relating to Cabinet Roux.
PAYMENT TERMS, PENALTIES, AND PENALTY CLAUSE
Payment
Cabinet Roux's fees may be flat-rate or proportional, as specified in the service proposal. They are calculated based on parameters such as the nature and duration of the intervention or the significance of the desired outcome.
The total fee (including charges and additional costs) is detailed in the service proposal.
Services beyond the initial scope or involving an expansion of the mission's perimeter will incur an additional fee of €1,200 (excluding tax) per intervention day. This includes activities such as technical assessments, cost estimates, travel, and meetings. Time logs can be provided upon written request. Expanding the mission scope includes adding sites or exceeding the declared total surface area by more than 20%.
Unless otherwise stated, payments are due in full upon invoicing under the conditions outlined in the service proposal.
Late payment penalties
In case of late payment, penalty fees will automatically apply starting the day after the invoice due date, without prior notice. Penalties are calculated at a rate equal to the European Central Bank’s refinancing rate plus 10 percentage points.
The client must also pay a fixed recovery fee of €40. If recovery costs exceed this amount, Cabinet Roux may seek additional compensation with justification.
ACCESS CONDITIONS TO EXPERTISED ASSETS
For the proper execution of the mission, the assessed assets must be accessible and secure. Cabinet Roux reserves the right to interrupt or suspend the mission if access conditions to the assets pose a danger to the health or safety of its staff. The client cannot claim compensation in such cases. Cabinet Roux will notify the client in writing of any interruption or suspension of the mission.
To enable Cabinet Roux to continue its mission, the client must inform them of any need for specific safety equipment or measures. All associated costs will be borne exclusively by the client.
If the mission cannot be executed due to lack of safe access to the assessed assets, the contract will be automatically terminated upon the first presentation of a registered letter with acknowledgment of receipt sent by Cabinet Roux. In such cases, services rendered by Cabinet Roux since the contract's conclusion will be invoiced on a per-session basis at the rate outlined in Article 7.1 of these terms.
PHOTO AUTHORIZATION
The client expressly authorizes Cabinet Roux to photograph the assessed assets and to use or reproduce these photographs as part of the agreed expertise mission.
Cabinet Roux expressly prohibits any reproduction or use of the photographs for purposes unrelated to the contract with the client.
This authorization is granted under the following conditions:
It is granted without time limitations.
It is granted without financial compensation of any kind. Consequently, the client cannot claim any remuneration or invoke any image rights related to the creation and use of the photographs under this authorization.
This authorization is expressly granted to Cabinet Roux as well as its agents or representatives.
SUSPENSION OF OBLIGATIONS
The parties agree that obligations of Cabinet Roux or the client will be automatically suspended in the event of force majeure, as defined by law and case law, or any external, serious, and unforeseeable event that renders the mission impossible to carry out.
Such suspension or delay will not result in the payment of damages or penalties.
The party affected by the event must inform the other party without delay via registered letter with acknowledgment of receipt.
Once the cause of suspension is resolved, the parties will make every effort to resume the execution of their contractual obligations as promptly as possible.
EARLY TERMINATION
Due to force majeure
If the force majeure event or any situation outlined in Article 10 becomes permanent or causes delays that prevent the contract's continuation, either party may terminate the contract by sending a registered letter with acknowledgment of receipt.
Termination will take effect upon the first postal presentation of this letter.
Contractual breach by either party
Either party may terminate the contract at any time in the following cases:
A serious breach of one or more obligations by the other party that becomes permanent or persists beyond eight (8) calendar days.
The client’s failure to pay an invoice within thirty (30) calendar days after its due date.
Termination will take effect eight (8) calendar days after the receipt or first postal presentation of a written notice of default sent by one party to the other via registered letter with acknowledgment of receipt or by any extrajudicial act, explicitly stating the intent to invoke this clause if no action is taken.
Hardship
The parties may mutually agree to terminate the contract in the event of unforeseen circumstances arising after its conclusion that render its execution excessively onerous for one party, pursuant to Article 1195 of the French Civil Code.
Consequence of early termination
If the contract is terminated early by Cabinet Roux due to the client’s fault, the client remains liable for the full agreed remuneration.
In the case of termination due to force majeure or an event described in Article 10, services rendered by Cabinet Roux up to the contract's termination will be invoiced on a per-session basis at the rate outlined in Article 7.1 of these terms.
PERSONAL DATA
Data collected
When the client signs this contract, their personal data is collected. The collected data includes:
The client’s first and last name, address, phone number, and email address.
Purpose of data collection
The personal data collected is intended for Cabinet Roux and is subject to computer processing for the following purposes:
Prospecting;
Managing relationships with clients and prospects;
Processing, executing, prospecting, producing, managing, and monitoring the client’s requests and files;
Organizing, registering, and inviting clients to Cabinet Roux events.
Data retention
Cabinet Roux retains the client’s data only for the duration necessary for the purposes for which it was collected, in compliance with applicable regulations. Specifically, personal data listed in Article 12.1 will be retained for three years unless:
The client exercises their right to have the data deleted, as outlined in Article 12.5;
A longer retention period is authorized or required by law or regulation.
During this period, Cabinet Roux commits to implementing measures to ensure the confidentiality and security of personal data, preventing damage, deletion, or unauthorized third-party access.
Access to the client’s personal data is strictly limited to authorized personnel at Cabinet Roux.
Cabinet Roux will not sell, rent, transfer, or give access to the client’s personal data to third parties without prior consent unless legally compelled to do so (e.g., legal obligation, fraud prevention, or defense rights).
Sharing of data
Personal data may be shared with third-party companies under the following circumstances:
To comply with administrative or judicial procedures;
In the event of a merger, acquisition, asset transfer, or bankruptcy involving Cabinet Roux, personal data may be transferred or shared as part of these processes. In such cases, the client will be informed before any transfer of personal data to a third party.
Clients rights
Under the French "Informatique et Libertés" law of January 6, 1978 (as amended) and the European Regulation No. 2016/679 (effective May 25, 2018), the client has the right to access, correct, transfer, and delete their personal data, as well as to restrict its processing. The client may also object to the processing of their data for legitimate reasons.
To exercise these rights, and upon providing valid proof of identity, the client can contact:
If the client no longer wishes to receive updates, solicitations (by phone, SMS, post, or email), or invitations from Cabinet Roux, they can indicate this preference by contacting the address above.
For additional information or to file a complaint, the client may contact the Commission Nationale de l'Informatique et des Libertés (CNIL) (more information available at 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.
