Terms and Conditions

Article 1 – Introduction

NatéoSanté (Hereinafter NatéoSanté )
Simplified joint-stock company
Registered with the Nantes Trade and Companies Register under number 535 094 148
Headquarters: 13, rue Bonne Fontaine 44680 Sainte-Pazanne
NatéoSanté designs, manufactures, and/or sells air purifiers, some of which are connected, consumables, accessories, and air quality detectors and displays (hereinafter the “Product(s)”).
NatéoSanté also provides audit services related to the installation of the Products at the
Customer’s premises.

Article 2 – Purpose and Acceptance

2.1 Under these General Terms and Conditions of Sale (hereinafter “GTC”), the “Customer” refers to any professional whose contact information is listed in the quote and/or purchase order (see Section 3 below) and who enters into a contract with NatéoSanté the purchase of Products and/or audit services (Article 4 below).
The GTC, together with the quote and/or order acknowledgment, constitute the “Contract.”

2.2 Any purchase of a Product implies the Customer’s express and unreserved acceptance of, and full and
complete adherence to, the Terms and Conditions.
In accordance with Article L441-1 of the French Commercial Code, the Contract constitutes the sole basis for commercial negotiations
. It takes precedence over all general terms and conditions of purchase and all other documents, including
catalogs, brochures, advertisements, and instructions.
NatéoSanté the right to deviate from certain clauses herein, based on negotiations with the Customer, by establishing special terms and conditions. The Parties shall agree on the specific terms of sale in a quote and/or purchase order, which shall supplement these General Terms and Conditions of Sale.
The sale is deemed concluded on the date of signature of the quote and/or acknowledgment of receipt of the order, provided they have not been modified by the Customer.

2.3 NatéoSanté , if it deems it necessary and at its own discretion, engage subcontractors without being required to notify the Client, who hereby agrees to this.

Article 3 – Order

3.1 The term “Order” refers to any purchase order for Products offered for sale by NatéoSanté, accepted by NatéoSanté, and accompanied by payment of a 30% deposit on the total amount indicated in the quote and/or purchase order (hereinafter “the Deposit”). The balance of the price must be paid by the Customer no later than the date of shipment of the Product.
To be valid, any Order must be based on an unmodified quote and/or purchase order signed by both Parties.

3.2 Once the Client has outlined its needs, NatéoSanté a quote as soon as possible, which will include, in particular, all information regarding the Client’s facility and a list of the Product(s).

3.3 Before signing the quote, the Client shall verify that NatéoSanté assessment of their situation accurately NatéoSanté their needs. Any Order signed by the Client and received by NatéoSanté deemed firm and final.

3.4 Any changes to the quote made after it has been signed must be approved in advance by the Parties. Changes accepted by NatéoSanté documented in a supplementary quote and/or an amendment to the original quote, and may be billed separately and/or re-priced based on the changes.

Article 4 – Technical Audit Services

NatéoSanté provide technical audit services to assess the Client’s situation. This involves verifying and/or adapting the site’s constraints—specifically the Client’s premises—to enable the Products to be implemented and operated.
The assessment is conducted once the Order for this audit service has been accepted by the Client and allows NatéoSanté to validate it.
This service is provided for a fee; the price is specified in the quote.

Article 5 – Retention of Title Clause

5.1 NatéoSanté full ownership of the Products covered by the sale until full payment of the total price, including principal and ancillary charges, for the Order has been received.

5.2 Failure to pay, even in part, may result in NatéoSanté reclaiming the Products. The Customer shall not process, incorporate, or assemble the Products until they have been paid for in full. The Customer agrees not to resell or pledge the Products until ownership has been transferred to them. In the event of a breach of this obligation, NatéoSanté immediately exercise its right of reclamation over the Product in question.

5.3 The Customer is required to immediately notify NatéoSanté any seizure, requisition, or confiscation of the Products for the benefit of a third party, and to take all necessary measures to assert NatéoSanté ownership rights NatéoSanté the event of intervention by creditors. As long as NatéoSanté ownership rights NatéoSanté , no seizure, pledge, lease, or other provision, incorporation, or alteration of the Products may take place without the prior written and discretionary authorization of NatéoSanté, which may make its authorization contingent upon the provision of a payment guarantee or require full advance payment. The risks shall be borne by the Customer under the terms of this Agreement, notwithstanding this retention-of-title clause. The Customer hereby undertakes to insure the Products for the benefit of the party to whom they belong against all risks they may incur or cause from the moment they leave NatéoSanté warehouse. The Customer shall be responsible for the proper maintenance of the Products sold subject to retention of title and shall bear the costs of repair if they must be returned.

The defaulting Customer shall be required to return any unpaid Products, at their own expense and risk, upon receipt of a formal notice from NatéoSanté certified mail with return receipt requested. In the event that NatéoSanté reclaim the delivered Products, it shall be exempt from refunding any advance payments received toward the price, provided that such payments may be offset against amounts owed by the Customer, including damages pursuant to the penalty clause set forth in these Terms and Conditions, or costs associated with return or restoration. The retention of title is ancillary to NatéoSanté claim. It shall therefore be assigned or transferred along with the claim, if applicable.

Article 6 – Cancellation of the Order

6.1 Unless otherwise agreed upon by the Parties, the Customer has no right of withdrawal.
In the event of a cancellation expressly granted by NatéoSanté, the Deposit paid by the Customer shall be retained by NatéoSanté compensation, without prejudice to any other additional damages it may claim, particularly with regard to the costs and expenses that NatéoSanté already incurred to fulfill the Customer’s Order.

6.2 NatéoSanté the right to cancel the Order or terminate the Contract:

• if the Customer has not complied with the payment terms;
• if the Customer has not provided NatéoSanté
  with the necessary plans, documents, and information in a timely manner, or has not made available the premises where the services are to be performed;
• in the event of force majeure or circumstances resulting in the total or partial suspension of the manufacture of the Products required by NatéoSanté the proper performance of the Contract.

Unless otherwise agreed upon by the Parties, the Customer has no right of withdrawal.
In the event of a cancellation expressly granted by NatéoSanté, the Deposit paid by the Customer shall be retained by NatéoSanté compensation, without prejudice to any additional damages it may seek, particularly with regard to the costs and expenses that NatéoSanté already incurred to fulfill the Customer’s Order.

Article 7 – Products

7.1 Product Inventory and Availability

NatéoSanté to use its best efforts to fulfill Orders subject to product availability. NatéoSanté shall NatéoSanté be held liable for any delays attributable to the manufacturers of the Product components or to the companies responsible for shipping them. In such cases, NatéoSanté the Customer as soon as possible via email of any such delays, if it becomes aware of them. The Customer expressly authorizes NatéoSanté make partial deliveries of the Products.

7.2 The Customer is strictly prohibited, without the prior written consent of NatéoSanté from NatéoSanté

• to correct, or have a third party correct, any errors and/or anomalies in any of the Products;
• to modify or attempt to circumvent any security features of the Product;
• distribute or market the Product, whether for a fee or free of charge, or use it for the purpose of training third parties, except for customers who are distributors and are bound to NatéoSanté a partnership or distribution agreement.

7.3 The Customer agrees to comply with the Product specifications, including the instructions for use, as described in the official NatéoSanté documentation NatéoSanté the Product.

Article 8 – Delivery

8.1 Unless otherwise specified in the quote and/or purchase order and expressly accepted by NatéoSanté, NatéoSanté ship the Products in a timely manner. The balance of the purchase price must have been paid by the Customer (see Section 3.1).

8.2 The Customer’s order will be delivered to the shipping address provided by the Customer when the accepted quote and/or purchase order was submitted. NatéoSanté the right to refuse delivery to certain locations if the safety of the delivery cannot be guaranteed.
Delivery is handled by a carrier designated based on the delivery zone. The carrier will deliver the order to the Customer directly or to a third party, a natural person designated by the Customer, or to any authorized representative of the Customer. Delivery is made upon signature by the Customer or the designated or authorized third party, recorded on the delivery receipt, and may require presentation of the necessary documents to identify the Customer or the designated recipient.
If the order could not be delivered to the Customer upon the first attempt, the Customer must contact the carrier within 48 hours to arrange a date for picking up the order at the location designated by the carrier.

8.3 Where the quote and/or purchase order expressly stipulate that NatéoSanté transportation, NatéoSanté the transportation and insurance contract in the name and on behalf of the Customer.
NatéoSanté thenNatéoSanté deemed to have fulfilled its obligation to deliver the Products upon handover of the Products to the first carrier. Unloading of the Products shall be the sole responsibility and at the sole risk of the Customer.
NatéoSanté shall NatéoSanté be held liable where the delay in delivery is attributable to the Customer, in the event of an incorrect delivery address, impossibility or difficulty in accessing the delivery location, or any other difficulty necessitating a new delivery. This new delivery may be billed at actual cost, provided that payment of these additional fees is required for the new delivery to proceed.

8.4 Delivery Times
The delivery times specified in the quote are expressed in business days and begin upon payment of the Deposit.
These times are provided for informational purposes only, and failure to meet them shall in no event give rise to cancellation of the Order or payment of damages.
In the event of a failure to meet the deadline, and unless the Customer has specified a mandatory deadline in the Order that has been accepted by NatéoSanté, the Customer may require NatéoSanté fulfill the Order within a new reasonable timeframe by sending a registered letter with return receipt to the address indicated in Article 1 of the Terms and Conditions. If performance is not completed within this new timeframe, the sales contract thus concluded may be terminated by sending a written notice under the same conditions.

In the event that deadlines are expressly stated as “firm” in the quote and confirmed by NatéoSanté, such deadlines may be subject to change in the event of circumstances beyond NatéoSanté control NatéoSanté not limited to, delays caused by the Client or any other party outside of NatéoSanté, including any subcontractors or service providers.

In any event, the total amount of any late payment penalties—the application of which must have been expressly agreed to in writing and in advance by NatéoSanté—shall in no case exceed 10% of the total amount of the corresponding Order. Any applicable penalties shall be in full satisfaction of the claim and shall exclude any other penalties or remedies.

8.5 NatéoSanté the right to refuse to make a delivery or fulfill an Order placed by a Customer who has not paid in full for the current Order or has not paid in full for a previous Order, or with whom a dispute is pending.

Article 9 – Acceptance

9.1 The Customer must inspect the Products for compliance upon delivery; the Customer shall bear all costs and risks associated with such inspection.

9.2 The Products delivered may differ slightly in color from the Product image in the NatéoSanté catalog or on the NatéoSanté website. Such differences shall constitute defects of conformity and may lead to the cancellation of the sale only if they are significant and relate to an essential characteristic of the Product that was agreed upon in the contract, or if there is a clear and major discrepancy between the product’s presentation and the Product actually delivered.

9.3 In the event of a breach or non-conformity identified by the Customer upon delivery, the Customer must provide a detailed description of any reservations or objections via email to contact@nateosante.com within 48 hours of delivery, and confirm this by registered letter with return receipt within eight (8) days of the Product’s delivery. After this period, the delivered Products shall be deemed compliant.

The Customer must provide all evidence regarding the existence of any defects, non-conformities, or breaches identified. If these conditions are not met, the Products shall be deemed to be in compliance and complete, and NatéoSanté shall NatéoSanté be held liable in this regard.

Any issues with the delivery (damage, missing items compared to the delivery slip, damaged package, damaged product, etc.) must be clearly noted on the delivery slip in writing and signed by the Customer.

The Customer must describe any defects as precisely as possible: “damaged box on the left side,” “scratch,” “impact mark,” etc. Vague statements such as “subject to unpacking/proper functioning” will not be accepted in the event of a dispute.

In order for these reservations to be taken into account, the Customer must confirm the issue by sending the carrier a registered letter with return receipt requested within 3 business days of the delivery date, setting forth the relevant claims. The Customer must also send a copy of this letter by email to: contact@nateosante.com

In the event of a lack of conformity that has been duly established and acknowledged by the Parties, NatéoSanté , at the Customer’s discretion, either refund the purchase price within 30 days of NatéoSanté receipt NatéoSanté Customer’s choice, or deliver a compliant product as soon as possible, unless NatéoSanté determines that this is not feasible.

Article 10 – Warranty

10.1 The Customer is expressly reminded not to take any action themselves or to have a third party take action in the event that defects or other malfunctions are discovered. Any action taken by the Customer or a third party without NatéoSanté authorization NatéoSanté NatéoSanté all liability.

10.2 In addition to the statutory warranty of conformity, which is valid for two years from the date of sale of the Product, the Eolis Air Manager, Hygeolis, Air Protect, and Air Coach Products supplied by NatéoSanté a manufacturer’s warranty against any defects in materials or workmanship for a period of three years from the date of invoice. This warranty does not cover consumables.

10.3 As part of commercial promotions, for each connected Eolis Air Manager air purifier, NatéoSanté offer an extension of the manufacturer’s warranty for an additional 2 years, provided that the Eolis Air Manager is still covered by the manufacturer’s warranty. To do so, the Customer must connect the Eolis Air Manager air purifier to Wi-Fi to enable data transmission between the air purifier and the monitoring app (see Section 2.2 of the App’s Terms of Use). The warranty extension will be permanently terminated if the air purifier in question is not connected to Wi-Fi for a period of four consecutive months. However, access to warranty extensions is also available for purchase.

10.4 Warranty repairs shall not extend the warranty period. If the Customer requests, under the warranty, a repair or replacement at its premises, additional travel and labor costs will be billed to the Customer. The manufacturer’s warranty does not apply to apparent defects. Also excluded are defects or damage caused by normal wear and tear, accidents, misuse of the equipment, failure to replace consumables, lack of supervision or maintenance, poor condition of the premises, as well as damage resulting from fire, flooding, accidents, breakage, impacts or falls, electrical surges of any kind, lightning, humidity, ambient heat, or any other cause not attributable to NatéoSanté. By express agreement, the manufacturer’s warranty shall in no event engage the liability of NatéoSanté give rise to any claim for compensation or damages under any circumstances.
The photographs, drawings, diagrams, and other specifications appearing in the catalogs, manuals, and/or on the NatéoSanté website NatéoSanté contractually binding. In the event of errors, NatéoSanté shall NatéoSanté be held liable under any circumstances.

Article 11 – Liability – Limitation of Liability – Force Majeure

11.1 The Product will be delivered by NatéoSanté with the quote and/or purchase order and the Product specifications described in the official NatéoSanté documentation NatéoSanté the Product. NatéoSanté shall NatéoSanté be held liable, in whole or in part, where the damage claimed by the Customer results from a cause beyond NatéoSanté control, such as force majeure as defined below, the act of a third party, or the Customer’s fault. In such cases, NatéoSanté shall NatéoSanté be held liable upon proof of exclusive fault attributable to NatéoSanté.

11.2 In the event that NatéoSanté is found to be at fault, liability shall cover only direct damages and shall not cover indirect damages, such as, but not limited to, operating losses, loss of profits, commercial or financial losses, or increased overhead costs, that the Client may incur. It is expressly agreed that, if NatéoSanté liability NatéoSanté judicially established in connection with the performance of this Agreement, the Client shall not be entitled to any compensation or damages other than the reimbursement of payments made by the Client pursuant to the relevant estimate and/or purchase order.

11.3 NatéoSanté shall NatéoSanté be held liable in the event of improper use of the Product(s) by the Customer, or if the Customer has failed to properly assess the capabilities of its technical and IT environment (Products, software, Internet connections, etc.), has failed to effectively maintain and update its software, hardware, and Products, or has failed to fulfill its obligation to cooperate with NatéoSanté teams.

11.4 Events beyond NatéoSanté’s control and which it cannot reasonably be expected to foresee shall be considered cases of force majeure with respect to NatéoSanté obligations, to the extent that their occurrence makes the performance of its obligations more difficult or more costly. This shall also apply in all circumstances, even if they do not fall within the aforementioned definition, including, in particular, cases of war, explosions, epidemics, acts of vandalism, riots, popular uprisings, acts of terrorism, fires, storms, water damage, total or partial strikes, lockouts, governmental acts, shortages of raw materials, suspension or disruption of transportation and supply routes, or changes to the regulations applicable to the Contract and the Products.

Article 12 – Price

12.1 Unless otherwise specified, the price of the Products will be invoiced based on the unit prices in effect on the date of the Order and as listed in the quote.
Prices are quoted in euros, excluding shipping and taxes. VAT will be added by NatéoSanté rate in effect at the time of invoicing.

12.2 Any additional work or supplies requested by the Customer or made necessary by the Customer will be billed to the Customer as an extra charge. If, due to the Customer, the completion of the order takes longer than three months, NatéoSanté the right to adjust the price.

12.3 The Customer is hereby notified that NatéoSanté modify its rates at any time, in particular to reflect changes in economic conditions as of the date of the Order. Such modifications shall not apply to Orders currently being processed.

Article 13 – Payment Terms

13.1 Unless otherwise agreed by the Parties, the Customer agrees to pay NatéoSanté the Down Payment. The balance shall be paid on the date of shipment.
In the event that special payment terms are granted, the balance of the Order and any interim invoices are payable within 30 days of the invoice date by check, bank transfer, or direct debit.
No discount is granted to the Customer for payment made within a shorter period than that specified in the Contract.

13.2 Payments made by the Customer shall not be considered final until NatéoSanté has actually received the amounts due. Any disputes regarding the invoice must be submitted to NatéoSanté writing within 48 hours of receipt. After this period, payment may not be deferred for any reason, even in the event of a dispute.

13.3 In the event of late payment, penalties shall be due without the need for a reminder, in accordance with the law. These penalties amount to ten times the applicable statutory rate, in addition to the statutory flat-rate compensation for collection costs of €40. The amount of these late payment interest charges shall be automatically added to the amounts owed by the Customer and may not be offset, if applicable, against any amount owed by NatéoSanté Customer.

Furthermore, any delay in payment shall automatically result, at NatéoSanté sole discretion, in the suspension of the fulfillment of pending Orders, the cancellation of all credits, discounts, or rebates (excluding taxes) accrued on invoices issued or to be issued, as well as the immediate due and payable status of the full amount of any debt owed to NatéoSanté the Customer.

In the event of non-payment, fifteen calendar days after the first unsuccessful demand for payment, NatéoSanté cancel any unpaid Orders currently being processed, regardless of whether payment is due or not. NatéoSanté then NatéoSanté any deposits that may have been paid, without prejudice to any other damages and costs.

The Customer shall not use a claim against NatéoSanté as a reason NatéoSanté delay payment of all or part of an invoice. NatéoSanté the right, at any time, to set or reduce the Customer’s outstanding balance and to adjust its payment terms.

In the event of non-payment, and in addition to the statutory lump-sum compensation mentioned above, the Customer shall be responsible for all costs incurred as a result of the failure to pay by the due date, including the fees of court officers and judicial officers.

13.4 A deterioration in the Customer’s financial situation may justify a requirement for cash payment or other guarantees prior to the fulfillment of Orders received or currently being fulfilled.

Article 14 – Intellectual Property

14.1 NatéoSanté the sole and exclusive owner of all its intellectual property rights, including, but not limited to, its trademarks, logos, trade names, domain names, slogans, distinctive signs, copyrights, processes, and patented or unpatented results. Orders shall in no event result in the transfer of any intellectual property rights to the Customer beyond what is strictly necessary for the performance of the Contract.

14.2 All documents or information—including, but not limited to, all descriptions, documents, and product sheets; lists of suppliers or service providers; price lists; commercial proposals; or quotes—relating to NatéoSanté, its business, or the Products, which the Customer may have received and/or become aware of in the course of its dealings with NatéoSanté, remain the full and exclusive property of NatéoSanté.

14.3 Studies, projects, and documents of any kind provided or returned by NatéoSanté in connection with audit services (Article 4 above), remain its property, both physically and intellectually. They may not be disclosed or used without NatéoSanté written authorization NatéoSanté must be returned to NatéoSanté upon its first request.

Article 15 – Personal Data

NatéoSanté compliance with all regulatory and legal provisions regarding the protection of personal data.
NatéoSanté collect and process the personal data of its clients as part of their business relationship.

This data is collected solely for the purposes of the business relationship and for processing orders.

NatéoSanté its privacy policy available to customers on its website, nateosante.com.

Article 16 – Miscellaneous Provisions

16.1 In general, the Customer and NatéoSanté expressly NatéoSanté to communicate with each other via email, including the exchange of consents. NatéoSanté email address NatéoSanté contact@nateosante.com.

16.2 NatéoSanté may amend these Terms and Conditions NatéoSanté any time to reflect, on the one hand, any applicable changes in legislation or case law—particularly regarding sales and packaging—and, on the other hand, any changes to the Product.

16.3 If any provision of these Terms and Conditions is invalid, it shall be deemed unenforceable, but shall not render the entire agreement invalid.

16.4 Any forbearance or waiver by either Party in the performance of all or part of the obligations undertaken under the Contract, regardless of its frequency or duration, shall not constitute a modification of such terms and conditions, nor shall it give rise to any rights.

16.5 Unless otherwise specified, the Client expressly authorizes NatéoSanté cite the Client’s name as a business reference, particularly on its website, by displaying the Client’s name and logo.

Article 17 – Dispute Resolution

This Agreement is governed by French law.
Any dispute arising out of or in connection with this Agreement—including, but not limited to, its execution, performance, interpretation, termination, or validity—must first be resolved through an attempt at amicable settlement by the Parties.

To this end, the Parties agree to meet within 15 (fifteen) days of the receipt (the date the mail was first presented to the postal service) by one of the Parties of the notice of such dispute sent by the other Party via certified mail with return receipt requested.

If the Parties are unable to reach an amicable resolution of the dispute within 15 (fifteen) days of the meeting held under the terms set forth in the preceding paragraph, the dispute shall then be submitted to the competent court in accordance with the procedures set forth below.

In the absence of an amicable settlement, the Parties shall submit all disputes—including those arising from warranty claims or involving multiple defendants—that may arise from this Agreement, whether concerning its validity, interpretation, performance, or termination, to the competent court at the location of NatéoSanté registered office.