- Delivery note
- General Terms and Conditions – GTC
- Scope of the General Terms and Conditions
- Scope of the application of the GTC
- Request for Quotation
- Issuance for Quotation
- Order Acceptance
- Order Refusal
- Deviation from the Order Process
- Definition od Delivery
- Delivery Timeframe
- Transfer of ownership
- Reservation of ownership
- Transfer to risk
- Incoterms mentions
- Financial terms
- Price determination
- Payment terms
- Payment guarantee
- Contractual warranty
- Warranty coverage
- Apparent non-conformity
- Defects and Hidden defects
- Implementation of the Warranty
- Warranty exclusions
- Return of Products
- Usage monitoring
- Force majeure
- Intellectual property
- Technical elements
- Scope of the right of resale
- Brand license for resale purposes
- Customer’s guarantees in event of resale
- Applicable Law – Jurisdiction
- Applicable Law
- Competent jurisdiction
General Terms and Conditions to Professionals
These General Terms and Conditions apply, in accordance with the provisions of Article 2.1, to the following entities of the PORALU MARINE group:
- ROTAX SAS, a simplified joint-stock company registered with the Bourg-en-Bresse RCS under number 428652531, with its registered office located at rue des Bouleaux, 01460 Port, France
- NAUTIC ASIA, a limited liability company registered in Hong-Kong under number XXX with registered offices at Room 1305, 13F Hollywood Center, 233 Hollywood Road, Sheung Wan, Hong-Kong,
- Products and Solutions Inc., or WPS a limited liability company registered in Canada under number XXX with offices located 625 President Kennedy Avenue, suite 511, Montréal, Canada.
ROTAX SAS, NAUTIC ASIA, and WPS, are hereinafter individually defined as PORALU MARINE.
PORALU MARINE develops and markets innovative products in the nautical field. These products are marketed within the framework of a contractual set including, in particular, these General Terms and Conditions.
In these General Terms and Conditions, the terms used with an initial capital letter have, unless otherwise stated, the meaning given to them in this Article.
« Delivery Note » refers to the documents signed by the Customer to confirm the receipt of the Order on the day of receiving the Products by the Customer.
« Customer » refers to the legal entity or individual on behalf of whom the Quotation is signed. It is understood that PORALU MARINE’s Products are exclusively intended for a professional clientele.
« General Terms and Conditions » or « GTC » refers to this document, any possible appendix, and any subsequently updated version by PORALU MARINE.
« Contract » refers to the contractual set consisting of the GTC, the Quotation signed by the Customer and any Specific Conditions of Sale as defined in Article 2.2. Unless otherwise stipulated in the Quotation, the Contract does not include any general purchasing conditions of the Customer, which are explicitly excluded in accordance with the provisions of Article 2.2 below.
« Order » refers to the sale of Products by PORALU MARINE to the Customer. Each Order is formalized through a Quotation that is signed under the conditions specified in Article 3.3 below.
« Quotation » refers to the document issued by PORALU MARINE, sent to the Customer, and whose signature signifies the conclusion of the Order under the conditions of Article 3.2 below.
« Products » refers to any Product sold by PORALU MARINE to the Customer following the Order process described in Article 3 below.
« Website » refers to the website for which PORALU MARINE is the publisher and accessible at the following address: https://searial-cleaners.com/.
The GTC constitute the foundation of the commercial negotiation and are made available to the buyer to enable them to place an order. The GTC apply to any Order of Products marketed by PORALU MARINE, placed with PORALU MARINE through any means, and to all sales and deliveries made by PORALU MARINE, unless expressly agreed otherwise.
For each Order, the GTC are an integral part of the Contract as defined in Article 1.4 above. Placing an Order by the buyer implies acceptance of these GTC without restriction or reservation.
These terms take precedence over any other document, including the Customer’s general purchasing conditions. The Customer irrevocably renounces the right to use their own conditions.
As an exception, PORALU MARINE reserves the right to deviate from these GTC or certain clauses of these GTC, based on negotiations conducted with the Customer. In particular, PORALU MARINE and the Customer may agree in writing to submit the Order to special conditions established by reference to the GTC, stipulating, if applicable and for example, in cases where a clause of the Customer’s general conditions contradicts a clause of these GTC, a specific clause (hereinafter referred to as « Specific Conditions of Sale »). These Specific Conditions of Sales are an integral part of the Contract as defined in Article 1.4 above.
To place an order, the Customer submits a Request for Quotation to PORALU MARINE by any means, including:
- By phone at the following number: [telephone];
- By e-mail at the following address: [address];
- Through the Request for Quotation form accessible on the Website.
To be valid, the Request for Quotation must specify, for each ordered Product:
- Customer’s identification;
- One or more Delivery locations and the distribution of Products in case of multiple Delivery locations;
- Desired Delivery date.
Upon receipt of the Request for Quotation, PORALU MARINE notifies the Customer in writing, including by e-mail, with a Quotation that indicates:
- References and quantities of the ordered Products;
- Terms and costs of Delivery and/or installation of the ordered Products;
- The Price of the Order invoiced to the Customer and, if applicable, applicable price discounts, as well as the payment terms;
- The validity period of the Quotation (hereinafter referred to as « Validity Period»).
The Order is only final, and PORALU MARINE and the Customer are only committed to each other, when the Quotation issued by PORALU MARINE is returned signed or electronically signed by the Customer to PORALU MARINE within its Validity Period (hereinafter “Order Acceptance“). The date of Order Acceptance is the date on which the Order is deemed concluded (hereinafter “Order Date“).
Once an Order has been accepted, it is considered firm and definitive, and PORALU MARINE has the right to claim the full Price of the Order even in the event of subsequent cancellation by the Customer.
In any case, PORALU MARINE reserves the right to refuse any Order for reasons specific to it, including Product availability, without the obligation to justify it or provide compensation.
Furthermore, a Product may become permanently unavailable between the Issuance of Quotation and its Acceptance, and the content of the Order will be revised to remove the said permanently unavailable Product.
On a case-by-case basis, PORALU MARINE may establish a different Order process with the Customer. In the absence of explicit written communication to the contrary issued by PORALU MARINE, the Order Process described in points 3.1 to 3.3 prevails.
« Delivery » refers to the transfer of physical possession of the Products to the Customer by direct delivery of the Products by PORALU MARINE or a third party designated by PORALU MARINE at the Customer’s site or to a third party designated by the Customer..
Delivery is documented by the issuance of a Delivery Note, dated, and signed by the Customer or their authorized representative.
PORALU MARINE undertakes to make direct delivery of the Products within a period of thirty (30) working days from the Order Acceptance, or any other timeframe specified by PORALU MARINE in the Quotation.
PORALU MARINE makes every effort to meet the Delivery Timeframes and notifies the Customer as soon as possible if it anticipates an inability to meet them. Exceeding the Delivery Timeframes by PORALU MARINE does not entitle the Customer to apply penalties.
The Transfer of ownership of the Products to the Customer will occur on the day of Delivery by the Customer. The Transfer of ownership is automatically resolved in case of refusal of the relevant Products by the Customer.
In all cases, Products that are in possession of the Customer but not fully paid for are subject to a Reservation of ownership in favor of PORALU MARINE. In the event of non-payment by the agreed deadline, PORALU MARINE may demand, at any time and at the Customer’s expense, the return of the delivered Products, regardless of the possessor.
- PORALU MARINE may, as its sole discretion, directly recover the aforementioned Products or appoint any person of its choice to do so, at the Customer’s expense. The Customer shall reimburse PORALU MARINE for the corresponding costs and expenses incurred for this purpose. Any advance payments received shall be retained by PORALU MARINE as compensation.
- It is clarified that, under these GTC, the Customer expressly authorizes PORALU MARINE, or any person appointed by PORALU MARINE to access their premises and the locations where the Products are located or stored for the purpose of recovery.
- Unless prior written authorization from PORALU MARINE or within the scope of a distribution contract, the Customer is prohibited from reselling the Products prior to full payment of the Price.
The Transfer of the risks of loss and damage of the Products to the Customer will occur on the day of the Product Delivery. As of the Delivery Date in accordance with Article 4 of these GTC, the Customer bears the risks from that point onwards, as of the Delivery Date stated on the Delivery note.
In accordance with Article 2.2 above, in case of any mention of Incoterms in the Quotation, it takes precedence over the provisions relating to the transfer of ownership and transfer of risks as outlined in the GTC.
The invoiced price will be determined based on the current applicable rate and depends on the Customer’s purchasing terms: dates, commitments, volumes, and delivery conditions, which the Customer acknowledges and accepts.
The Price is expressed in euros, excluding taxes (including the Value Added Tax applicable at the Order Date), which are borne by the Customer. Any change in the tax rate may be reflected in the Price.
Payment of an Order is made by bank transfer within a maximum period of thirty (30) calendar days at the end of the month from the date of Invoice issuance. Cash or early payment does not entitle the Customer to any discount.
Depending on the Customer’s profile or the importance of the Order, PORALU MARINE reserves the right to request a payment guarantee and/or a payment prior to Product Delivery to ensure the proper execution of its financial obligations.
In the event of non-payment of all or part of an Order upon the due date:
- The amounts due for that Order or any other delivered Order or pending Delivery Orders will become immediately payable.
- PORALU MARINE may suspend the execution of all ongoing Orders, without prejudice to any other legal action, until full payment of the amounts due, without this being considered a breach or refusal to perform or a termination of the relevant Order. Such suspension shall not give rise to any right to compensation for the Customer.
- Non-payment automatically and without reminder or formalities results in the application of penalties equal to the semi-annual rate of the European Central Bank plus ten (10) points. Additionally, PORALU MARINE reserves the right to charge a lump sum indemnity of fifty (50) euros for collection costs. In case the collection costs exceed this lump sum, PORALU MARINE reserves the right to request additional indemnification with proper justification.
In case of partial payment, it will be first allocated towards late payment penalties, interest on arrears, and the oldest claims.
If payment is not made within sixty (60) calendar days from the date of Invoice Issuance, and forty-eight (48) hours after an unsuccessful formal notice, the Order will be automatically terminated. The Customer will be required to return the Products subject to the Order or, failing that, their equivalent value, without prejudice to any other damages and interest. PORALU MARINE reserves the right to retain any amount received from the Customer as a provision for damages and interests, which the Customer accepts.
The Customer benefits from a contractual warranty period of twelve (12) months following Delivery.
Subject to mandatory legal provisions, this contractual warranty replaces all others, including the legal warranty for hidden defects. PORALU MARINE’s total liability is limited to the price of the respective Products. PORALU MARINE shall not be held responsible for any loss of revenue, turnover, or any other direct or indirect damages incurred by the Customer.
The Customer is required to inspect the Products upon Delivery to verify their conformity with the Order. Any claim regrding a visible defect or non-conformity of the Products delivered compared to the Order must be submitted to PORALU MARINE within a strict period of three (3) working days following Delivery. No claim of this nature will be accepted beyond this timeframe.
If a defect is discovered after the three (3) days period mentioned above, and it was not detected despite careful inspection at Delivery, the Customer must submit a written claim to PORALU MARINE upon discovering the non-conformity. No claims of this nature will be accepted if sent to PORALU MARINE more than three (3) days after its discovery.
Non-conforming products must be kept in their original condition until the claim is accepted by PORALU MARINE. The Customer is required to allow PORALU MARINE to inspect the Products and their storage conditions. The warranty will not cover defects resulting from improper storage or conservation.
Furthermore, PORALU MARINE is entitled to demand the return of the Products at the Customer’s expense in order to diagnose any issues affecting the Product. Given the technical nature of the Products, the Customer is strictly prohibited from attempting to repair the Products themselves or engaging a third party to do so.
The warranty provided by PORALU MARINE does not apply to:
- Wear parts, for which a list can be provided to the Customer upon request;
- Cases where the Customer is in default of payment;
- Defects and damages caused by negligence, improper maintenance, insufficient or incorrect cleaning;
- Damages resulting from chemical or atmospheric effects, whether caused by the Customer or not;
- Unauthorized modification of the Product (including the removal of labels and other security devices) without explicit written authorization from PORALU MARINE.
In this regard, PORALU MARINE may require the Customer to provide documents proving proper maintenance (registers, bulletins, etc.) prior to processing their warranty claim.
The Customer shall not be entitled to any compensation for immobilization of the goods due to the application of the warranty.
Before returning a Product, the Customer must provide proof of the Product’s non-conformity. The return can only be made with the written agreement of PORALU MARINE. In the absence of such an agreement, the costs and risks of the return will be borne by the Customer. In case of acceptance of the return, PORALU MARINE may at its discretion proceed to repair the non-conforming Product, replace the non-conforming Products free of charge, or issue a refund, excluding any compensation or damages.
Upon PORALU MARINE’s written request, the Product may be destroyed rather than returned, at no additional cost to either party.
PORALU MARINE informs the Customer that it provides remote access to the sold Products, limited to the extent necessary for the collection of usage data. This access allows PORALU MARINE to ensure optimal Product quality and perform remote maintenance if deemed necessary during the warranty period.
However, the Customer has the right to refuse this remote access. It should be noted that in case of refusal, the Customer will automatically forfeit the contractual warranty mentioned above.
PORALU MARINE shall not be liable for the non-performance of its obligations in the event of a force majeure event, as defined by legal provisions, including Article 1218 of the French Civil Code and jurisprudence.
Without limiting the scope, the following events shall be considered as constituting a force majeure event as long as they affect the operation of PORALU MARINE’s business: strikes by all or part of PORALU MARINE’s staff or its regular carriers, productions stoppages due to fortuitous breakdowns, inability to be supplied with components, epidemics, or any supply disruption not attributable to PORALU MARINE.
In the event of a force majeure event, the placed Orders will be suspended until its disappearance, termination, or cessation. However, if the execution of the Orders cannot be resumed within thirty (30) days, PORALU MARINE and the Customer will consult to discuss a modification of the affected Order.
If the discussion fails, the Order shall be automatically terminated without any compensation from either party, by the most diligent party and by registered letter with acknowledgment of receipt. In the event of Order termination, the Customer shall settle the Price of all unpaid and completed or delivered Products as of the date of termination.
PORALU MARINE holds absolute and exclusive rights over the Products, the contents of the technical specifications, their manufacturing process, and more broadly, the inventions they embody, which are protected by French and international titles held by PORALU MARINE, as well as laws and regulations protecting trade secrets. The Customer undertakes not to disclose them to any third party.
PORALU MARINE holds exclusive rights over the SEARIAL CLEANERS verbal trademark identifying the company and the Products, of which it is the owner. The SEARIAL CLEANERS verbal trademark, identifying the Products, as well as the technical specifications, is protected in accordance with the laws and regulations in force, including the provisions of the Intellectual Property Code.
The Products provided by PORALU MARINE may only be resold under conditions compliant with the law, regulations, and their brand image, regardless of price or warranty, which are solely the responsibility of the Customer.
Under these GTC, PORALU MARINE grants the Customer the right to use the PORALU MARINE verbal trademark identifying the Products. This right to use does not confer any ownership rights over the PORALU MARINE verbal trademark identifying the Products to the Customer. In using the PORALU MARINE verbal trademark identifying the Products, the Customer agrees not to create confusion in the minds of third parties regarding the ownership of these distinctive signs and its status as an independent merchant, particularly on any documents that may legally bind it. The Customer agrees to respect the image of the brands marketed and promoted by PORALU MARINE. The Customer undertakes, in particular, not to organize any media communication (radio, signage, leaflets) without prior agreement from PORALU MARINE.
In all cases, the Customer undertakes to indemnify and hold PORALU MARINE harmless from any claim, action, demand, proceeding, or conviction initiated by a third party arising from or related to the marketing / resale of the Products by the Customer.
These GTC have been translated to other languages (e.g. French). Therefore, without prejudice to mandatory legal provisions, in the event of any contradiction between a version or translation of the GTC in a language other than English and this English language version of the GTC, the latter shall prevail under all circumstances.
These GTC and the sale of the Products are exclusively governed by French law.
Any disputes relating to the application, interpretation, and performance of these GTC, as well as the sale of the Products, fall under the exclusive jurisdiction of the French courts, regardless of the place of the Order, Delivery, payment, and method of payment.