ARTICLE 1 : PARTIES CONTRACTUAL DOCUMENTS
The seller is defined below as ID Services (Autotech ID group). The buyer is defined below as the company accepting the present general conditions of sale. The buyer acknowledges having read the Seller's General Conditions of Sale and declares to accept them as an integral part of the contract. The sole fact of placing an order or accepting an offer from the Seller entails the unreserved acceptance of these General Conditions of Sale.
These General Conditions of Sale apply exclusively to all orders, invoices, sales, and more generally to all commercial and contractual relations, entered into by ID Services, both for its own account and for that of its principals. They constitute with the particular conditions of the order the only contractual documents binding the parties. Any clauses or conditions emanating from the Purchaser not accepted in writing by the Seller which would be in opposition with the present General Conditions of Sale or particularities defined in the offer will be considered as null.
ARTICLE 2 : ACCOUNT OPENING
2.1 The customer account will be opened upon receipt and approval of an application for the opening of an account by the Buyer as well as the relevant documents (Excerpt K bis of 6 months, last balance sheet with annexes 8 and 11, RIB, intracommunity VAT And signed and stamped GTCS)
2.2 The first order is imperatively adjustable before delivery by bank transfer. After examination of the documents, the financial department may grant to the Buyer the specific terms and conditions of settlement.
ARTICLE 3 : ORDERS AND EXECUTION
3.1 Any order placed with ID Services is binding and definitive for the customer upon receipt by ID Services of a purchase order or any other medium mentioning an order. The unavailability of a product due to a shortage of stock, its removal from the catalog could lead to no cancellation of the global order and will not give entitlement to any indemnity from ID Services.
3.2 ID Services reserves the right to refuse any order under € 150 H.T
3.3 The Purchaser, having taken knowledge of the characteristics of the products marketed by the Seller, is under his responsibility and, depending on the needs of the users as determined by him, opted for the products which are the subject of his order. In addition, the Purchaser, knowing only the other hardware, software and configurations used, is solely responsible for the compatibility of the products ordered with those used. It is therefore the responsibility of the Buyer, if he does not consider himself sufficiently competent, to be assisted by his counsel. As a Seller, liability cannot be incurred for the non-conformity of a product. The Purchaser acknowledges expressly and without contestation possible the total exemption of liability of the Seller in case of forced intervention and call for guarantee. It undertakes to subscribe to all the insurance necessary for its full coverage.
ARTICLE 4 : PRICES
4.1 The products are supplied at the prices fixed on the basis of the tariff of ID Services in force at the time of the reception of order.
4.2 Prices are based on departure from ID Services sites located in Metropolitan France, excluding VAT and other taxes.
4.3 Prices are subject to change without notice and vary according to discounts and rebates applicable on the date of receipt of the order.
4.4 Rate and refund conditions will be communicated by ID Services to the customer on request.
ARTICLE 5 : PAYMENT
5.1 Payments must be made to ID Services Headquarters in such a way that it can dispose of the amounts on the due date. Except in the case of express written conditions, payments must be made by transfer to the order or by check upon receipt of the cash on delivery.
5.2 The Seller reserves the right to communicate his invoices electronically to the Buyer if the latter agrees to receive them by this method of transmission.
5.3 The Seller reserves the right to request a banker's check in the event that the amounts committed are large.
5.4 In the event that the Seller accepts a payment by trade, the Buyer must return it accepted and domiciled within a period of eight days. The costs are borne by the Buyer. In the absence of a return of the accepted draft within the aforementioned period, the payment shall immediately become due.
5.5 In the case of payment in installments, expressly accepted by the Seller, the non-payment of a single due date will render the entire price immediately due, whatever the conditions agreed previously, even if the due dates have given rise to the " Establishment of accepted treaties.
5.6 The Seller may ask the Purchaser to provide him with the guarantees of payment, in particular by bank guarantee, even after the conclusion of the sale. If necessary, the Seller may withhold the delivery of the goods concerned until the warranty is presented. The outstanding amount is a faculty of the Seller which reserves the right to modify it at any time.
5.7 If an invoice that has expired is not settled, the Seller will demand immediate payment of all unmatured invoices, pre-delivery payment of any order already accepted. The Seller may also, by simple request addressed to the Purchaser, claim the goods delivered but not paid at maturity without prior notice. The Seller may also take back the unpaid goods from the purchasers or sub-purchasers or require direct payment from them.
5.8 In accordance with articles 1139 and 1153, paragraph 2, of the Civil Code, the arrival of the due date of one or more invoices shall constitute automatic notice of payment by the Purchaser without any formality. As a result, penalties for delay will begin to run without any formality of any kind as of the arrival of the due date of one or more invoices. The Purchaser shall be ipso facto and without formality of any kind liable for a late payment penalty calculated by applying to the entire amount remaining due an interest rate equal to 2% per month. Any commercial paper and check drawn up by the Purchaser in satisfaction of the invoices, unpaid income for the reason of "default of provision", after presentation to the bank of the Seller, will result in a fixed indemnity of 50 Euros HT as Penalty for management Of the file. In the event of recovery by bailiff or judicial, the Buyer shall, in addition to the principal amount, pay as a penalty clause a lump sum of 15% of the sums due, without prejudice to the conventional interest, as well as all expenses And collection fees.
5.9 The Buyer may never, on the basis of a claim made by him, retain all or part of the amounts owed by him, nor make any compensation. No complaint concerning the quality of deliveries shall be suspensive from them if proof of defect of the goods has not been furnished and duly established and recognized by the Seller before the due date. In case of dispute, on an invoice, the complaint must be made in writing by registered mail with A.R, addressed to ID Services customer service, within three days from receipt of the products.
ARTICLE 6 : RISK TRANSFER – PROPERTY RESERVES
6.1 The transfer of risks to the buyer occurs at the time the order is placed in the Seller's warehouses. During the period from the making available to the transfer of ownership, the risks of loss, theft or destruction are the responsibility of the Purchaser. The Seller may propose to the Purchaser at his request, to insure this risk in return for his subscription to a transport insurance.
6.2 The transfer of ownership of the goods delivered to the Buyer shall only take place after full payment of the principal and accessory price. Payment will not be deemed to have been made until the sums due have been received. Failure by Buyer to fulfill its payment obligations for any reason whatsoever shall entitle the Seller to demand the immediate return of the goods delivered at the Buyer's expense and risk.
6.3 In the event of a legal redress procedure affecting his business, the Purchaser undertakes to participate actively in the establishment of an inventory of the goods in his inventory and of which the seller claims ownership. Failing this, the Seller has the faculty to have the inventory recorded by bailiff, at the expense of the Buyer. The Buyer shall refrain from reselling, transforming or incorporating the goods delivered as of the date of the judgment pronouncing the legal redress or the liquidation of the assets of his enterprise. The Seller may prohibit the Purchaser from proceeding with the resale, transformation or incorporation of the goods in case of late payment.
6.4 The Buyer may assign to the Seller in the event of resale, claims arising for his benefit from resale to a third party purchaser, but shall remain liable to the Seller, primarily, for the proper settlement of invoices relating to the initial sale.
ARTICLE 7 : DELIVERY
7.1 Whatever the method of delivery, it shall be made in the Seller's warehouse. Delivery is made either by direct delivery to the Buyer, by notice of availability, or by delivery of the goods to a carrier.
7.2 The Seller is authorized to make partial deliveries. Any partial delivery accepted by the Buyer is chargeable upon delivery.
7.3 In case of delivery for cash on delivery, the Buyer is obliged to make the check immediately available to the Carrier. Otherwise, the equipment will not be delivered to him and a second representation at his own expense will be carried out by the Carrier.
7.4 The delivery periods are given only as an indication and subject to the possibilities of supply of the Seller; Their overruns do not give rise to the cancellation of the order or to damages.
7.5 Delivery periods shall begin to run from the date of confirmation of the order by the Seller and receipt of the intended payment and in no case before the file relating to the object of sale and Its implementation.
7.6 When the Purchaser must present the Documentary Credit or the certificates drawn up by the national or foreign administrative authorities or if the buyer has to make advance payments, the delivery periods will be extended in the event of delay in the presentation of these documents or Down payment by the Purchaser. In the event of force majeure or events such as lock-out, strike, total or partial stoppage of work at the Seller's premises or at its Suppliers, epidemic, war, requisition, fire, flood, interruption or delay In transport, legal or administrative measures preventing, restricting, delaying or prohibiting the manufacture or importation of the goods, the Seller is released from any liability on delivery. The Seller shall keep the Buyer informed in due time.
7.7 In all cases, timely delivery can only take place if the Buyer is up to date with its obligations to the Seller.
7.8 For any removal, the equipment is made available to the customer for a period of 48 hours, after which time the product will be reinstated in the stock.
ARTICLE 8 : TRANSPORT
8.1 All freight operations shall be at the expense and expense of the Buyer, who shall be responsible for checking the goods on arrival and, where appropriate, And does not involve the transfer of ownership.
8.2 In case of loss, substitution or damage related to transport, the Buyer must inform the carrier within three days, by registered letter with acknowledgment of receipt or by extrajudicial document, in accordance with article L 133- 3 of the Commercial Code. A copy of the letter addressed to the carrier must be addressed to the seller, as well as the reservations mentioned on the carrier's delivery note.
ARTICLE 9 : CLAIM
9.1 Upon receipt of the goods, the Buyer shall immediately check their condition and their compliance with the contract.
9.2 All claims relating to a defect in the delivered goods, inaccuracy in quantities or to an erroneous reference to the offer to sell on the order or confirmation of the order by the Seller must be made in writing Within three days of receipt of the goods, without neglecting the remedies against the Carrier.
9.3 The Buyer shall allow and facilitate to the Seller on the site the verification of any claims.
9.4 Any refusal of receipt of the goods by the Purchaser must be justified and notified in writing to the Seller within three days from the presentation of the carrier to the delivery address of the Buyer. Failure to comply with the previous provision will result in payment by the Buyer of an indemnity to the Seller.
9.5 For any dispute arising directly or indirectly from the sale of our goods, the commercial court of the head office of ID Services is exclusively competent.
ARTICLE 10 : WARRANTY - LIABILITY
10.1 Except as expressly agreed upon, the products and goods delivered by the Seller are warranted to be free from defects in material and workmanship. Intervention under the guarantee shall not have the effect of extending the duration of the guarantee. The Seller recalls that he is an intermediary between the builder and the Buyer, and as such, it depends on the manufacturer to apply the warranties of the delivered material, as well as for the missing products.
10.2 The Vendor shall not be liable to the Buyer for any damage to property other than the goods supplied by it or for non-material damage such as loss of production, loss of operation, loss of chance, loss of data Financial or commercial loss or other damage which would be the direct or indirect consequence of the damage suffered as a result of the use or failure of the goods delivered.
10.3 The Seller shall not be liable for any damage or damage resulting directly or indirectly in the following cases: Any unprotected or prolonged storage, negligence, incorrect connection or handling, maintenance and use of non-conforming equipment To the technical specifications of the Seller contained in his manual of use given to the Buyer or, more generally, a defective or awkward use, Any addition of additional device or accessory equipment, or use any necessary parts for the operation Equipment that does not conform to the manufacturer's technical specifications, any mechanical, electronic, electrical or other modification or transformation made to the equipment or to its connection devices by any third party.
10.4 In order to benefit from the Builder's warranty, the Purchaser shall immediately notify the Builder by any written means of alleged disorders and shall grant any facility to the Builder to establish the defects. Replacement or refurbishment work may be carried out, at the choice of the Manufacturer, either in its workshops or on the Customer's site.
10.5 Any return of material declared defective by the Purchaser will be sent to the Builder's workshops. If the latter confirms that the returned material is not defective, the Seller reserves the right to return the said material in its original state to the Purchaser, at the expense of the latter.
10.6 The warranty period for each product is that indicated on the quote sent to the Buyer by the Seller. The repair of an item under warranty may be carried out free of charge provided that this article has not been the subject of any intervention by the Purchaser or a third party. Any failure to pay will void the warranty.
ARTICLE 11 : TERMINATION
11.1 In the event of failure by Buyer to comply with any of its obligations, and after 48 hours after notice has been rendered ineffective, the sale shall be automatically terminated as a result of the grievances of the Buyer, Buyer. In this case, the goods sold shall be returned to the Seller if it appears to the latter and without prejudice to any damages which he may claim. In any event, the total amount of the order will remain due by the Purchaser.
ARTICLE 12 : SOFTWARE – INTELLECTUAL PROPERTY
12.1 For any software that is part of the supply, the Seller grants to the Purchaser a non-exclusive license or non-exclusive license for its own use of that software, to the exclusion of any other rights. In no case shall this license convey a right of ownership.
12.2 This license allows the Buyer to use the software on the machine(s) designated for this purpose.
12.3 The Buyer shall refrain from copying the said software except for the purpose of safeguarding and using it save in the cases provided for in this article.
12.4 Any act of the Purchaser not covered by the provisions of this article would be liable to constitute an infringement.