GENERAL TERMS AND CONDITIONS ADEUNIS

GENERAL TERMS AND CONDITIONS ADEUNIS – V3
Preamble: CUSTOMER COMMITMENT
These General Terms and Conditions (hereinafter “GTC”) govern the contractual relations between the Parties hereinafter referred to as “ADEUNIS” and “the Customer”, and apply to all our sales, in the absence of specific stipulations for each of them. The Customer declares to have fully understood and expressly and unreservedly accepted all of the following GTCs, waiving the right to use any contradictory document and, in particular, its possible general conditions of purchase, any clause to the contrary being deemed unwritten.
ADEUNIS reserves the right to modify these Terms and Conditions at any time.
1 – QUOTES – ORDERS
1.1. All orders must be in writing: either an estimate or a contractual proposal drawn up by ADEUNIS and accompanied by these Terms and Conditions, or a purchase order sent by the Customer.
1.2. The Customer undertakes to check the accuracy of the information provided on the quote and to report any changes to be made. The Customer returns the quotation duly initialed, dated and signed by affixing the word “good for agreement” during the period of validity of the estimate.
1.3. The order form sent by the Customer must mention its contact details, its VAT number, the name and reference of the Products ordered, the quantities by reference, the unit price excluding taxes by reference, the place and contact of delivery and the amount total of the order with signature and commercial stamp of the Customer. In this case, the Customer expressly accepts these Terms and Conditions.
1.4. Any order partially delivered or performed cannot be cancelled without written agreement of ADEUNIS.
1.5. Any change of order will be subject to prior acceptance of ADEUNIS.
1.6. Any cancellation of the order will result in the payment by the Customer of compensation of twenty (20) per cent of the total amount of the invoice, increased to sixty (60) per cent if the order has already been placed in the manufacturing circuit.
1.7. Upon receipt of the aforementioned items, ADEUNIS sends the Customer an acknowledgment of receipt of its order mentioning the estimated date of delivery which implies acceptance of the Customer’s order by ADEUNIS.
1.8. For orders less than five hundred (500) euros excluding taxes, order processing fees will be applied for one hundred and fifty (150) euros excluding taxes.
1.9. ADEUNIS reserves the right to withdraw, at any time, Products from the sale or to modify its range of Products. The life cycle of ADEUNIS products can be consulted on www.adeunis.com
2 – PRICES
2.1. The price of each Product is available through a tariff proposal made to the Customer or by ADEUNIS sending a price list. Unit prices are exclusive of taxes and shipping costs.
2.2. Any reductions are applied on the invoice.
3 – PAYMENT TERMS
3.1. For a first order (account opening), payment must be made before shipping the order.
3.2. For subsequent orders, subject to accepted credit insurance coverage and unless otherwise stipulated, invoices are payable thirty (30) days net from the date of invoice. No discount is granted for an advance payment.
3.3. Any invoice not paid on the due date will automatically, and without prior notice, entail penalties for late payment of the amounts due, at a rate equal to three (3) times the legal interest rate in force, from the day following the due date until full payment. In accordance with the provisions of Articles L.441-3 and L.441-6 of the French Commercial Code, any delay in payment automatically entails the payment of a lump sum indemnity for recovery costs currently set at forty (40) euros per year. Article D.441-5 of the Commercial Code.
3.4. Failure to pay a due invoice will result in acceleration of the term and will render all claims due even unmatured.
3.5. For any invoice not paid at maturity, ADEUNIS reserves the right to suspend the performance of its obligations until full and effective payment.
DELIVERY – RISK TRANSFER
4.1. All freight charges are fully invoiced to the Customer.
4.2. Our goods are shipped under incoterm “Free Carrier” (FCA) Crolles unless specific stipulations related to a quote or an order apply. ADEUNIS makes the goods available at the loading bay at 283 rue Louis Néel, 38920 Crolles, without loading the goods. ADEUNIS carries out the export customs declaration formalities. The Customer organizes and assumes responsibility for the goods from the loading bay at Crolles and up to the agreed delivery point, carries out the import formalities and pays the duties and taxes owing due to the import.
4.3. When ordering Lithium batteries transported in FCA, the Customer must ensure that its carrier has an authorization for the transport of dangerous products and undertakes to provide a certificate of transport of hazardous materials to ADEUNIS. 4.4. The delivery date is provided as an indication and not a contractual obligation. Accordingly, it is expressly agreed that any incidental delay occurring in delivery does not entitle the Customer to cancel the sale or to refuse the goods, nor to make any deductions or compensation as a result.
4.5. When a third country customer’s order shows a FCA incoterm, the customer is engaging himself to send Adeunis the exportation declaration document within the following month of the receipt of the products. In case he does not fulfill this obligation, ADEUNIS will invoice him the VAT
4.6. It is the Customer’s responsibility to check the contents of the parcel on arrival and to pursue a remedy against the carrier, if necessary. Transportation costs for express courier services as well as special packaging at the request of the Customer are invoiced separately.
In the absence of reservations expressly issued by the Customer upon receipt of the goods sold, or at the latest within five (5) days of receipt, the goods sold shall be deemed to conform in quantity and quality to the order, and to be in good condition of use.
Consequently, ADEUNIS can only be liable with respect to the Customer, if necessary, subject to and within the limits of the formalized protest.
5 – RETENTION OF TITLE
5.1. ADEUNIS retains ownership of the goods sold until the effective and full payment of the price, both of the principal and of any secondary amount charged, in accordance with the law n ° 80-335 of May 12, 1980.
5.2. It should be noted that the Customer is only released from its obligation to pay the price once the payment has actually been made to ADEUNIS; the reservation of ownership evoked will therefore have full effect until the actual collection of the price. Under this clause, failure to pay one of the due dates may result in a claim for return of the goods sold.
6 – WARRANTY
6.1. ADEUNIS warrants its Products for a period of two (2) years, against hidden defects. The warranty only applies to Products that have become the property of the Customer in accordance with Articles 5.1 and 5.2. It is excluded when the Customer has used its Products in unspecified conditions of use or performance. This warranty only applies to hidden defects. The hidden defect means a defect of manufacture of the product rendering it unfit for its use and not likely to be detected by the Customer before its use.
The warranty ceases automatically if the Client has not notified ADEUNIS of the alleged defect within fifteen (15) working days from its discovery or when the defect should have been discovered. It is the Customer’s responsibility to prove the day of the discovery of the hidden defect. Under the guarantee of hidden defects, ADEUNIS will only be held liable for the free replacement or the refund of the defective Products in the form of a credit note, at its choice without the Customer being able to claim damages, for any reason whatsoever.
6.2. The Customer is obliged to inform ADEUNIS within a period of fifteen (15) days, from the discovery of the suspected defective element, failing which the Customer cannot avail itself of this guarantee. Under this guarantee, the only obligation incumbent upon ADEUNIS will be, at its option, the free replacement or repair of the product or the element recognized as defective by its services.
6.3. The Customer must follow the following procedure to return a Product
– Make an online technical support request on www.adeunis.com so that our support department can diagnose the request and send a Return Material Authorization (RMA) number if necessary, as well as the procedure and the associated forms. Return of the Products is at Customer’s expenses.
– ADEUNIS undertakes to return, at its expense, the Product(s) repaired or replaced with new to the delivery location indicated by the Customer within thirty (30) working days from receipt of the Product(s) by ADEUNIS at no additional cost to the Customer.
– In the event of a breakdown or defect related to the misuse of the product and which leads ADEUNIS to send a quotation to the Customer, this time commitment cannot be applied.
6.4. ADEUNIS cannot be held liable:
– In the case of use by the Customer that is not in accordance with the Product documentation;
– In the event of damage occurring during the transportation of the Product by the Customer or under the responsibility of the Customer;
– In the case of a modification or an alteration of the Product that has not been validated by ADEUNIS;
– In the case of deterioration caused by a third party;
– In the case of force majeure, as defined in Article 9.
7 – LIABILITY
7.1. ADEUNIS cannot be held liable for indirect or immaterial damages (such as loss of business, loss of customers, loss of opportunity, etc.); which is expressly accepted by the Customer.
7.2. The Customer agrees that it alone is fully responsible for the use of the Products.
7.3. In any case, the Parties agree that, subject to the applicable regulations, the total compensation, from all causes, indemnities, damages and interest, expenses of any kind that can be paid by ADEUNIS to the Customer may not exceed a ceiling of forty per cent (40%) of the pre-tax price actually collected by ADEUNIS in respect of the order which is the subject of the dispute.
8 – INSURANCE
ADEUNIS declares that it is insured for its professional civil liability, as part of these GTCs, with an insurance company and undertakes to maintain this insurance cover for the duration of the performance of its obligations.
9 – FORCE MAJEURE
9.1. In the event of force majeure as defined by Article 1218 of the Civil Code, the obligations of the affected Party will be suspended as from the notification made to the other Party by registered letter with acknowledgment of receipt of the case of force majeure.
9.2. The notification referred to above shall set out in detail the elements characteristic of the case of force majeure and indicate the foreseeable duration of the situation.
9.3. The non-performance of an order attributable to a case of force majeure cannot be the object of any appeal.
9.4. The parties may freely terminate the order, without notice, in the case of the persistence of force majeure beyond a period of sixty (60) days from the occurrence of the case of force majeure, without any of the Parties being able to claim any compensation.
10 – INTELLECTUAL PROPERTY
10.1. ADEUNIS remains the sole owner of all intellectual and / or industrial property rights in the Products. Accordingly, ADEUNIS warrants the Client against any action for infringement, unfair competition or parasitism and more generally against all claims, demands or objections from third parties related to intellectual property and / or industrial rights on the Products implemented.
10.2. ADEUNIS also retains all the copyrights or other rights attached to literary and artistic property (copyright), trademarks or business secrets.
10.3. An order does not constitute a transfer of intellectual and / or industrial property rights, nor a transfer of the know-how of ADEUNIS.
10.4. Therefore, the Customer undertakes not to make any changes to the Products and to respect the instructions for use. The Customer also agrees not to reproduce, transmit, publish, adapt, or exploit the Products in any way, in any medium or by any means whatsoever. The Customer agrees to indemnify and hold ADEUNIS harmless against any damage and / or request of any kind whatsoever due to the breach by the Customer of its commitments under this clause.
11 – CONFIDENTIALITY
11.1. The Parties undertake to observe the strictest confidentiality and to take all necessary measures to preserve this confidentiality with regard to the Confidential Information disclosed during the commercial exchanges.
11.2. The Parties are not under any obligation of confidentiality with respect to information:
– specifically mentioned as non-confidential by the titular Party;
– which, prior to their release by the titular Party, was already owned or known to the recipient Party;
– which belonged to the public domain before their date of communication by the titular Party or which would become public subsequently, without fault on the part of the recipient Party, and without any breach of an obligation of secrecy;
– lawfully received from a third party without breach of an obligation of secrecy;
– developed by or for the Receiving Party, regardless of any access to Confidential Information;
– to be communicated in accordance with laws, regulations, court rulings, provided that the recipient Party notifies the titular Party and measures are taken to ensure the confidentiality of the information despite being disclosed.
11.3. Consequently, the Parties undertake to preserve the Confidential Information as of the first commercial exchange and for a period of ten (10) years from the end of the execution. This clause remains valid in the event of termination for misconduct by one of the Parties and for any reason whatsoever.
12 – DATA PROCESSING
12.1. In accordance with the provisions of Law No. 78-17 of January 6, 1978 known as “Data Protection Act”, the Customer is informed that the personal data relating to it used in the context of commercial exchanges are subject to processing by ADEUNIS. These data may be used in the context of a commercial prospection, which the Customer accepts.
12.2. In accordance with the provisions of the Data Protection Act, the aforementioned processing is the subject of a declaration of conformity to the simplified standard No. 48 with the National Commission for Data Processing and Freedoms (CNIL).
12.3. In accordance with the provisions of Article 38 et seq. of the Data Protection Act, the Customer has the right to access and rectify data concerning him and may oppose the processing for legitimate reasons. The Customer can exercise its rights by contacting ADEUNIS directly.
12.4. The Client declares that it is fully aware of and complies with the obligations incumbent on it under the legislation on data of a personal nature that is applicable to its activities and guarantees ADEUNIS on demand without delay.
13 – TERMINATION FOR BREACH
13.1. Any failure by one of the Parties to its obligations under these GTCs which it has not remedied within thirty (30) days of the notification made by the other Party, will result for the Party that invokes it in the possibility of automatically terminating this Contract without prejudice to any other course of action. Such termination will not give rise to any compensation for the benefit of the offending Party.
13.2. Continuity: at the end of these GTCs, the provisions of the articles “INTELLECTUAL PROPERTY”, “CONFIDENTIALITY”, “APPLICABLE LAW”, “COMPETENT JURISDICTIONS” will continue to apply to the Parties
14 – WAIVER
Any of the Parties may temporarily waive the exercise of any of its rights under these GTCs without this punctual waiver expressing a definitive waiver of the exercise of this right.
15 – MUTUAL AGREEMENT PROCEDURE
15.1. The Parties undertake to attempt to resolve any dispute and / or request related to an order and the GTC, amicably, by notification to the other Party of its failure to perform by registered letter with acknowledgment of receipt.
15.2. At the end of a period of two (2) months from receipt of the notification, without response from the Party failing to perform and / or failing to reach an amicable agreement, each Party may submit the dispute to the jurisdiction of the Court of Appeal of Grenoble (France) exclusively, notwithstanding a plurality of defendants or the introduction of third parties.
16 – DOMICILIATION
For the purposes hereof, the Parties elect domicile at their headquarters
17 – APPLICABLE LAW
This contract is governed by French law.
18 – GOVERNING LAW / JURISDICTION
In the absence of a mutual agreement, any dispute that may arise between the Parties relating to the contract and to these GTCs will be the exclusive jurisdiction of the Commercial Court of Grenoble, including for interim measures, and notwithstanding the introduction of third parties or the plurality of defendants; and subject to the exclusive jurisdiction of specialised courts in matters of intellectual property.