Terms and Conditions of Sale

As of July 30th, 2025

1. Definitions

Capitalized terms and expressions in these T&Cs, whether singular or plural, masculine or feminine, have the meaning given in this article:

  • “Order Form”: Refers to the standard template document such as a quotation or other formalized offer, detailing the nature and prices of Sensors ordered by the Client from BH ENVIRONNEMENT and binding the Parties once expressly accepted by BH ENVIRONNEMENT after signature by the Client. Every Order Form is governed by these T&Cs. An Order Form whose validity has expired but which has been expressly accepted by BH ENVIRONNEMENT shall remain binding on the Parties.

  • “Sensor(s)”: Refers to any sensor supplied by BH ENVIRONNEMENT to be installed on containers and allowing their filling to be managed.

  • “Client(s)”: Refers to any natural or legal person bound by an Order.

  • “Order”: Refers to the formalization, by signing an Order Form, of the purchase of Sensors offered by BH ENVIRONNEMENT in the Order Form. BH ENVIRONNEMENT is only bound once the requested payment has been effectively received.

  • “Terms and Conditions of Sale” or “T&Cs”: Refers to these Terms and Conditions of Sale.

  • “Contract”: Refers to these T&Cs together with the Order Form and any annexes or amendments, forming an indivisible whole; acceptance of the Order Form constitutes acceptance of these T&Cs.

  • “Documentation”: Refers to all technical and commercial documents, brochures, leaflets, files, databases, and digital data relating to the Sensors.

  • “BH ENVIRONNEMENT”: Refers to BH ENVIRONNEMENT, a simplified joint-stock company registered with the Rennes Trade and Companies Register under number 833 328 958.

  • “Offer(s)”: Refers to a commercial offer from BH ENVIRONNEMENT addressed to a prospect in response to a stated need. Formal acceptance of the Offer by the Client constitutes an Order.

  • “Third Party”: Refers to any natural or legal person outside the contractual relationship between the Client and BH ENVIRONNEMENT.

2. Scope of Application

These Terms and Conditions of Sale apply to all Sensors marketed by BH ENVIRONNEMENT and offered to the Client. The provisions contained in these T&Cs apply to every element of the Contract (Order Form and all related documents) relating to the Sensors, entered into between BH ENVIRONNEMENT and its Clients in France or abroad.

These T&Cs prevail over any purchasing conditions or any other document issued by the Client, unless BH ENVIRONNEMENT has expressly and formally agreed otherwise. Consequently, any contrary condition imposed by the Client shall not be enforceable against BH ENVIRONNEMENT, regardless of when it may have been brought to its attention, unless expressly accepted by BH ENVIRONNEMENT and evidenced in particular in the Order Form. These T&Cs constitute an essential element of BH ENVIRONNEMENT’s decision to enter into a contractual relationship.

Signing the Order Form implies the Client’s full and unconditional acceptance of these T&Cs. The Client, and in particular its signatory, certifies that they have the full legal capacity required to commit themselves under the Order Form.

3. Formation of the contract

Orders are firm and final only once confirmed by BH ENVIRONNEMENT in writing, by sending the Order Confirmation as defined in Article 4.2 below.

The Order Form proposed to the Client by BH ENVIRONNEMENT has a limited acceptance period of thirty (30) calendar days as provided in these T&Cs and/or the said document.

Orders are subject to the conditions set out in the Order Form, which supplement and detail the provisions of these T&Cs applicable to the Client.

Acceptance in writing of the Order Form by the Client constitutes a firm and final Order with BH ENVIRONNEMENT. The benefit of the Order is personal to the Client and cannot be assigned without BH ENVIRONNEMENT’s prior written consent.

4. Orders

  • 4.1 General Provisions

    Any Client Order, irrespective of the medium used (email, telephone, written), will only be considered firm and final by BH ENVIRONNEMENT after submission of a written Order Form, signed by the Client and accepted by BH ENVIRONNEMENT under the conditions defined herein.

    After transmission of the Order Form, the Client has thirty (30) calendar days to benefit from the commercial and pricing conditions contained therein (“Validity Period”). Changes to orders requested by the Client may be accepted at the sole discretion of BH ENVIRONNEMENT if notified in writing during the Validity Period, with an appropriate price adjustment. After the Validity Period, the Client can no longer invoke these conditions.

    Once the Order Form has been completed and signed, the Client must return it by email to m.davenel@bh-environnement.com or by mail to BH ENVIRONNEMENT, 2 rue du Mabilais, 35000 Rennes. Upon receipt, BH ENVIRONNEMENT will accept the Order by sending an Order Confirmation under Article 4.2.

    4.2 Order Confirmation

    The Order Confirmation constitutes BH ENVIRONNEMENT’s formal acceptance of the Order. It specifies the total amount, delivery time, and other conditions agreed upon. The Contract becomes binding upon receipt of this Order Confirmation by the Client.

5. Delivery

  • 5.1 Timeframes

    The delivery times for ordered Sensors are indicated on the Order Form. Any event likely to affect delivery will be immediately notified to the Client. The notification will, where possible, indicate the probable duration of the delay and its impact on delivery time.

    5.2 Penalties

    If a delivery date in the Order Confirmation is not met by more than thirty (30) days beyond the indicated date (Tolerance Period), excluding delays attributable to the Client or third parties, BH ENVIRONNEMENT will pay the Client delay compensation equal to 1% of the Order price per additional week of delay. In any case, delay compensation per order is capped at five (5)% of the total excluding tax price of the Order, and the Client has no other rights under this article. These penalties do not apply if the delay arises from Client acts/omissions or causes listed under Force Majeure.

    5.3 Transport and Transfer of Risk

    Delivery to the address specified by the Client in the Order Form is made by a carrier selected by BH ENVIRONNEMENT. Delivered Sensors travel at the Client’s risk from the moment they are handed to the carrier.

    5.4 Retention of Title

    Ownership of ordered Sensors transfers to the Client only upon full payment of the corresponding invoices, including any late penalties and reduced by any early payment discounts agreed in the T&Cs.

6. Acceptance and Installation

  • 6.1 Acceptance

    Acceptance takes place at the delivery location indicated in the Order Form for inspection of conformity with the Order.

    A delivery note is included with each Sensor shipment. If the Client finds the package or Sensors damaged by the carrier, they may refuse the goods and must notify the carrier in writing within forty-eight (48) hours of receipt (“Claim Period”). Without notification within this period, Sensors are deemed accepted unconditionally.

    The Client remains solely responsible for choosing the Sensors and their suitability for the intended results.

    If BH ENVIRONNEMENT does not install the Sensors on site, the Client or installer acts under their sole responsibility.

    6.2 Defects and Returns

    If the Client finds a defect or non-conformity with the Order, they must send a written request for exchange or return within the Claim Period, including the results of their own inspection. Upon receipt, BH ENVIRONNEMENT will assess the request and, if justified, confirm acceptance and handle the claim.

    No returns are accepted without prior express agreement. Returned Sensors must be unused, in original packaging with original barcodes, and not modified. Accepted returns result either in replacement or a credit note for future purchase, after inspection and without additional compensation. Once final acceptance occurs, amounts due become immediately payable.

7. Cancellation and Termination

  • 7.1 Order Cancellation

    The Client’s Order expresses irrevocable consent. Once accepted, it cannot be canceled except with BH ENVIRONNEMENT’s prior written agreement. If a cancellation request is received before the Order Confirmation is issued and BH ENVIRONNEMENT agrees, the Client is released from obligations.

    Any cancellation must be requested in writing in accordance with the Notifications procedure.

    BH ENVIRONNEMENT reserves the right to cancel any Order if there is a dispute over payment of a previous Order.

    7.2 Termination

    Either Party may terminate the Order for the other’s breach after formal notice remains unheeded for ten (10) days.

    The Client may terminate if Sensors delivered are not as described; in such a case, they may demand a refund plus interest from the effective payment date.

    BH ENVIRONNEMENT can terminate without prior notice if the Client refuses delivery or fails to pay due amounts. In such cases, payment remains owed, and termination does not affect the right to damages. All obligations arising before termination remain due.

8. Warranties

  • 8.1 BH ENVIRONNEMENT’s Commitments

    BH ENVIRONNEMENT commits that Sensors are manufactured according to applicable quality standards and legal regulations.

    8.2 Commercial Warranty

    BH ENVIRONNEMENT offers a 12-month commercial warranty from the date of receipt. The warranty consists of standard exchange of defective Sensors within one month of receiving the defective item.

    The warranty excludes incidents due to force majeure and:

    • normal wear and tear,

    • damage from negligence or lack of supervision,

    • failure to follow maintenance, installation, or storage instructions,

    • improper installation or mishandling,

    • use contrary to BH ENVIRONNEMENT’s Documentation,

    • alterations by the Client or third parties without authorization.

9. Financial Terms

  • 9.1 Price

    Unless otherwise stipulated in the Order Form, full payment of the Sensors price set in the Order Form is due at Order, unless parties agree otherwise in writing.

    BH ENVIRONNEMENT may change Sensor prices between Orders at its discretion to reflect changes in raw material costs, supplier pricing, competition, or manufacturing costs.

    9.2 Payment Terms

    Prices are invoiced at Order Confirmation or according to the payment schedule set by BH ENVIRONNEMENT in the Order Confirmation. Payments are due net, without discount, within thirty (30) days from issue date, in accordance with the payment terms in the Order Confirmation.

    9.3 Late Payment Penalties

    Late payment triggers a fixed collection indemnity per French decree and daily late penalties equal to the European Central Bank refinancing rate plus ten (10) points, calculated on the total outstanding amount.

    These sums are due automatically without prior notice and apply without prejudice to any other action BH ENVIRONNEMENT may take, including suspension or cancellation of ongoing Orders. Unpaid invoices at maturity render all other invoices immediately due, even if subject to accepted drafts. Late payment over thirty (30) days may result in cancellation of ongoing deliveries without compensation; the remaining price is still owed.

10. Confidentiality and Other Provisions

All information, data, and documents of any nature communicated by one Party to the other for the purposes of the Agreement, whether orally, in writing, or electronically, shall be considered confidential, including without limitation any concept, industrial strategy, marketing plan, meeting minutes, memorandum, analysis, mock-up, drawing, prototype, sample, model, improvement, enhancement, development, methodology, trademark, software, packaged software, know-how, regardless of whether such information is protectable under intellectual or industrial property law.

Information not specifically designated as confidential shall be treated as such when it can reasonably be considered to provide a Third Party with a financial or competitive advantage, or when its disclosure could cause financial harm to either Party. Neither Party shall be liable for illegal acts by Third Parties or any other acts beyond its control that may result in breaches of the confidentiality obligation.

The Party receiving Confidential Information (hereinafter referred to as the “Receiving Party”) from another Party (hereinafter referred to as the “Disclosing Party”) undertakes to ensure that such Confidential Information shall:

a) be protected and kept strictly confidential and treated with the same degree of care and protection as it accords to its own confidential information of equivalent importance; b) be disclosed only to those members of its staff, affiliates, or subcontractors who need to know it for the performance of the Project, provided they are bound by confidentiality obligations identical to those set out herein. In any event, the Receiving Party remains liable to the Disclosing Party for compliance by any person to whom it transmits Confidential Information, including in particular its Affiliates and subcontractors, with all obligations set out in this article; c) be used by the persons referred to in b) above solely for the purpose defined by the Agreement; d) be copied, reproduced, or duplicated in whole or in part only for the purpose of carrying out the Project; e) not be reverse engineered in whole or in part unless such reverse engineering has been expressly authorized in writing by the Disclosing Party.

However, the confidentiality obligation shall not apply to information that:

(i) was known to either Party, without any obligation of secrecy, prior to its transmission by the other Party; (ii) is obtained from Third Parties by either Party in a legitimate manner; (iii) is independently developed by either Party; (iv) is or becomes publicly available without any breach of the commitments made by either Party under the Agreement; (v) is reasonably disclosed to employees, suppliers, or others for the performance of this Agreement; (vi) is reasonably disclosed to professional advisors; (vii) must be disclosed by law or by a competent authority.

The Parties shall ensure that any external service providers potentially assigned to the performance of their obligations sign a confidentiality undertaking guaranteeing compliance with this article. Either Party may request from the other a copy of such undertakings.

The Parties undertake to obtain confidentiality agreements, with respect to the confidential information defined above, from members of staff who have access to or may have access to such information in the course of their duties or by any other means.

The provisions of this article shall remain in force for FIVE (5) years following the disclosure of the confidential information or the early termination of the Order.

11. Intellectual Property

All intellectual and industrial property rights associated with the design of all Sensors, the means used to achieve such design, as well as all results arising from that design, and all BH ENVIRONNEMENT trademarks associated therewith, are the exclusive property of BH ENVIRONNEMENT.

The Client acknowledges and accepts that, unless otherwise expressly provided herein, it acquires no rights over any of these elements belonging to BH ENVIRONNEMENT.

With respect to the software and hardware elements associated with the Sensors, the Client is specifically and expressly prohibited from analyzing said Sensors for the purpose of reverse engineering, or from showing, giving, or selling these elements to any Third Party.

12. Liability

General

The liability of one Party towards the other may only be invoked in the event of a proven contractual breach committed in or in connection with the performance of the obligations incumbent upon it under the Agreement.

Neither Party shall be held liable for indirect damages, financial losses, or operating losses suffered by the other Party or its clients as a result. Accordingly, the Parties waive any recourse against each other and against their insurers beyond these limits, both in nature and in amount, and undertake to cause their own insurers to waive recourse beyond the same limits.

It is expressly agreed between the Parties that the Sensors provided by BH ENVIRONNEMENT are merely tools to assist the Client in its analysis and/or research activities, and that consequently, BH ENVIRONNEMENT cannot be held liable for the failure of any operation launched by the Client on the basis of observational results obtained through their use.

Should the liability of either Party nonetheless be established before the courts, the other Party may not claim any compensation, damages, or settlement of any kind, for whatever cause, in excess of the amounts paid by it under the Order.

Unless otherwise stipulated herein, neither Party may bring a claim against the other Party after a period of two (2) months following the discovery of the event or events giving rise to the alleged liability.

Limitations

In general, the Client acknowledges that BH ENVIRONNEMENT’s liability cannot be engaged and that the Client shall bear sole responsibility in all cases where the Sensors are used in a manner inconsistent with the rules and practices applicable to this sector of activity and/or with any recommendations made by BH ENVIRONNEMENT, in particular those set out in the Documentation it provides to the Client.

In particular, BH ENVIRONNEMENT’s liability cannot be engaged in the following cases, this list being neither exhaustive nor limiting:

  • Use of IT equipment or any equipment that does not meet the prerequisites specified by BH ENVIRONNEMENT;
  • Modification of the Sensors following an alteration of their original condition by the Client;
  • Improper, incorrect, or contrary use of the Sensors by the Client relative to the intended purpose indicated by BH ENVIRONNEMENT, in particular within the Documentation;
  • Deterioration of the Sensors resulting from storage by the Client under conditions that are unsuitable and/or non-compliant with BH ENVIRONNEMENT’s recommendations, as set out in particular in its Documentation;
  • Inappropriate, improper, or dangerous handling of the Sensors by the Client, given the recommendations made by BH ENVIRONNEMENT, in particular those included in its Documentation;
  • Damage caused by factors external to the Sensors or attributable to a force majeure event;
  • Virus contamination of the Client’s data, tools, software, or equipment, the protection of which is the Client’s responsibility;
  • Malicious intrusions by Third Parties or data hacking, notwithstanding the reasonable security measures put in place.

Furthermore, the availability of third-party systems (including operators, etc.) is limited by technological and environmental factors that may impact data transmission. The functionalities of the Sensors may therefore be limited or temporarily unavailable without prior notice. BH ENVIRONNEMENT cannot be held liable for malfunctions and interruptions related to such third-party solutions.

13. Protection of Personal Data of the Parties and/or Their Employees

Each Party is informed that the other Party may collect, within the framework of their contractual relationship, certain personal data relating to it, including in particular data concerning the contacts and/or employees involved.

In this regard, BH ENVIRONNEMENT may be required to collect personal data concerning the Client and/or its personnel, used exclusively for the purpose of fulfilling Orders.

Each Party undertakes to ensure an appropriate level of protection for the other Party’s personal data, in compliance with the General Data Protection Regulation (GDPR).

The personal data collected is under no circumstances transmitted to third parties, except where such communication is strictly necessary for the management and proper performance of the contractual relationship.

Personal data is retained by the Parties throughout the duration of their contractual relationship and for a maximum period of three (3) years from its termination. Where applicable, certain personal data may be retained by the Parties for a longer period, where strictly necessary to fulfil legal obligations, such as tax and/or accounting obligations.

In accordance with the General Data Protection Regulation (GDPR), the Parties have the right of access, rectification, objection, portability, restriction, and erasure with respect to their personal data.

The Client and its personnel may exercise these rights with BH ENVIRONNEMENT at the following address: contact@bh-environnement.com

Each Party also has the right to lodge a complaint with the competent authority, the CNIL, if it considers that the other Party is carrying out unlawful processing of its personal data.

14. Force majeure

Neither Party shall be held liable for any failure to fulfil one of its obligations resulting from the occurrence of a force majeure event, as customarily recognized by French case law, provided however that the Party invoking such an event immediately notifies the other Party by email or fax, confirmed by registered letter with acknowledgement of receipt. It is understood that both Parties may only invoke force majeure for the duration of its effect, and they undertake to make every effort to minimize its consequences.

A force majeure event suspends the obligations arising from the Order for the entire duration of its existence. However, if the force majeure event persists for more than sixty (60) consecutive days, either Party shall be entitled to terminate the Order by operation of law, without compensation on either side.

In such case, the Client undertakes to pay BH ENVIRONNEMENT for all Orders fulfilled up to the effective date of termination.

15. Notifications

Except where otherwise stipulated herein, the Parties expressly agree that communications between them may take place by any means, including by email at the addresses indicated in their correspondence, invoices, and/or Purchase Orders, or in any other document.

The Parties agree that a paper printout of an email constitutes valid proof of the content of their exchanges.

The Parties shall implement all security measures necessary to guarantee the availability, integrity, and confidentiality of email files transmitted over the internet.

They shall likewise implement all appropriate measures, such as regularly updated and properly configured firewalls and antivirus software, to protect themselves as effectively as possible against intrusions, attacks, and the spread of viruses, in order to guarantee the availability, integrity, and confidentiality of received email files.

The Parties shall preserve, in the most appropriate and secure manner possible, all messages exchanged in relation to the subject matter of this Agreement.

16. Partial Invalidity

Should any clause of the Agreement prove to be void under an applicable rule of law or a final judicial decision, the remaining clauses shall remain in full force and effect.

17. Non-Waiver of Rights

The failure of either Party to exercise a right shall not constitute a waiver of that right.

18. No Waiver

No waiver of any provision of the GTC shall be deemed a further or continuing waiver of such provision or any other provision, and BH ENVIRONNEMENT’s failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

19. Applicable Law and Disputes

These GTC are governed by French law.

BH ENVIRONNEMENT and the Client shall endeavour to resolve amicably any disputes that may arise relating to the validity, interpretation, or performance of these terms.

The Commercial Court of RENNES shall have sole jurisdiction over any dispute relating to the performance and/or interpretation of the GTC, including in cases of warranty claims and multiple defendants.

20. Additional Information

Since 1 January 2022, each Producer subject to the principle of Extended Producer Responsibility (EPR) must communicate to each purchaser the unique identification number (UIN) under which it is registered for each EPR scheme to which it belongs.

BH ENVIRONNEMENT is registered with the eco-organization ECOLOGIC under number FR029480_05FGQ4.