GENERAL TERMS AND CONDITIONS ADEUNIS – V5
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. Any order of products carries the unqualified adherence to all the following GTC, supplemented if necessary by our special conditions. Any derogation from these GTC must have been previously and expressly accepted in writing by ADEUNIS. ADEUNIS reserves the right to modify the present GTC 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. Any quotation not accepted by the Customer within the specified period shall lapse.
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. Upon receipt of the aforementioned items, ADEUNIS sends the Customer an acknowledgement of receipt of his order mentioning the estimated date of delivery, which is the acceptance of the Customer’s order by ADEUNIS.
1.4. Any change of order will be subject to prior acceptance of ADEUNIS and may cause an additional cost, which will be indicated to the Customer for acceptance, and/or extend the delivery time of the order in question.
1.5. Any cancellation of orders by the Customer shall incur his liability and oblige him to indemnify ADEUNIS of his disbursements, losses and missed winnings for the products ordered. Any deposit paid by the Customer shall remain vested in ADEUNIS as a lump sum indemnity, without prejudice to any other shares. If the ordered product is made to measure, the price will be fully payable by the Customer.
1.6. 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.
1.7. 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 quoted in euros, net, excluding taxes and excluding transport costs. The VAT rate applicable to the duty-free price is that in force on the day the invoice is being established. Prices are fixed by the rate that is effective on the day of the order.
2.2. Any reductions are applied on the invoice.
3 – PAYMENT TERMS
3.1. Invoice’s payment must be made either by cheque or by bank transfer. No other method of settlement is allowed.
3.2. All bank charges, including service charges for the intervention of an intermediary, are fully borne by the Customer.
3.3. For a first order (account opening), payment must be made before shipping the order.
3.4. 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. If credit insurance coverage is refused, the payment must be made before shipping the order. No discount is granted for an advance payment.
3.5. 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.
3.6. Failure to pay a due invoice will result in the liability of all sums remaining due, after having been unsuccessful, and ADEUNIS reserves the right to suspend the delivery until the full payment of all invoices.
3.7. For any invoice not paid at maturity, ADEUNIS reserves the right to suspend the performance of its obligations until full and effective payment.
4 – DELIVERY – RISK TRANSFER
4.1. 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. The risk of loss and deterioration will be transferred to the Customer upon pick up of the products.
4.2. 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.
4.3. 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.
4.4. The delivery date is provided as an indication. Accordingly, it is expressly agreed that any delay resulting from circumstances outside ADEUNIS and/or a fact attributable in whole or in part to the Customer does not authorize the Customer to cancel the sale or refuse the goods, or to practice any deduction or compensation for this reason, no penalty or damage and interest is owed by ADEUNIS as a result.
4.5. 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.
4.6. In case of partial delivery by ADEUNIS, non-delivery or postponement of delivery cannot delay the payment of the delivered part.
5 – RETENTION OF PROPERTY
5.1. ADEUNIS retains ownership of the products sold until the actual and full payment of the price, in principal and accessories
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.
6.2. The warranty ceases automatically if the Customer 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.
6.3. The Customer must follow the following procedure to return a product: apply for technical support online at www.adeunis.com so that our support service will diagnose the request and transmit if necessary an RMA number (Return Material authorization) as well as the procedure and the forms associated with it.
6.4. No return will be accepted if it has not been the subject of an express and prior agreement from ADEUNIS. The costs and risks of return of the products are borne by the Customer. Non-conforming products shall be returned within fifteen (15) days of receipt of the ADEUNIS agreement, subject to being packaged in their original packaging.
6.5. Special or custom orders will not be able to be returned, exchanged or give rise to a credit note. In accordance with article L. 441-6, I, 8 ° of the French commercial code, the Customer prohibits refusing products or returning products without ADEUNIS being able to control the reality of the alleged grievance. Any product returned without the consent of ADEUNIS may not give rise to any credit, deduction or compensation by the Customer.
6.6. ADEUNIS undertakes to return, at its expense, the product (s) repaired or replaced to nine at the place of delivery indicated by the Customer within thirty (30) working days from the receipt of the product (s) by ADEUNIS at no additional cost for the Customer.
6.7. In the event of a breakdown or defect related to the misuse of the product and which would result in the preparation of quotations from ADEUNIS to the Customer’s attention, this deadline will not be required.
6.8. 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 French 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. Such termination shall take effect from the first submission of the registered letter with acknowledgement of receipt denouncing the said order.
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 Customer 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. No other right than to use the product is transferred to the Customer.
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 “law on data processing and freedoms”, and of the General regulations on the protection of privacy no. 2016-679 of April 27, 2016 (the “RGPD”), the Customer is informed that the data personal information used in the context of trade is the subject of computerised processing by ADEUNIS, based on the execution of a contract between ADEUNIS and the Customer with regard to the production, management and follow-up of orders, the legitimate interest of ADEUNIS with regard to commercial prospecting and the management of the relationship with customers and prospects, or the fulfilment of legal or regulatory obligations for the purposes of accounting and invoicing. The data processed are intended for the various authorized services of ADEUNIS and are not in any way marketed to third parties. They are kept for the duration necessary for the operations for which they are collected, in accordance with the regulations in force.
12.2. In accordance with the provisions of the data protection act and the RGPD, the Customer has a right of access, rectification, limitation, portability and deletion of the information concerning it and can oppose the processing. The Customer also has the right to define general and specific guidelines on how he intends to exercise, after his death, the rights mentioned above. The Customer may exercise his rights by contacting ADEUNIS directly, by email at www.adeunis.com or by post at the address of the head office.
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 AND COMPETENT JURISDICTION
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.