1. GENERAL INFORMATION
These general terms and conditions of sale (hereinafter, "GCS") apply to all offers made by IDSUD Energies SAS, a simplified joint stock company with capital of 5,600,000 euros, registered with the Marseille Trade and Companies Registry under the unique identification number 799 381 793, whose registered office is located at 3, Place Général de Gaulle 13001 MARSEILLE (hereinafter, "The Vendor"), for any sale concluded by the Vendor with a customer (hereinafter, "The Buyer") concerning the supply of Product(s), Solution(s) and/or Service(s) marketed by the Vendor.
Any acceptance of an offer issued by IDSUD Energies SAS, in any form whatsoever, implies acceptance of these terms and conditions and the formation of a sales contract.
2. OFFERING AND PRICES
A Seller's offer may be modified (technical characteristics, size, material, shape, color, etc., without this list being exhaustive) as long as it has not been accepted by the Buyer. It may also be modified subsequently, for technical or similar objective reasons, without this modification being considered as a breach or default on the part of the Vendor. The prices applicable are those in force on the date the order is placed. Where the Vendor has issued an offer, the prices and conditions of this offer are valid for one month.
3. INTELLECTUAL PROPERTY
The Seller is under no obligation to provide design or manufacturing drawings for its Products. Products are delivered with an installation manual, diagram or plan, which are and shall remain the exclusive property of the Seller. The technology and know-how, whether patented or not, incorporated in the Products, Solutions or Services, as well as all industrial and intellectual property rights relating to the Products, are and shall remain the exclusive property of the Vendor. All information contained therein must be considered by the Purchaser as strictly confidential, including all information contained in any plans and documents that may be provided to the Purchaser. The Buyer undertakes not to communicate any such information to any third party, and undertakes to use it solely for the purposes of operating and maintaining the Products, Solutions and Services.
4. SOFTWARE
The term "Software" refers to the programs, processes, rules and design materials specific to a computer data processing system, integrated into or accompanying the Products, as well as the Solutions, in the form of code, and including user manuals or any other assimilated or related document.
In the context of an actual sale, and excluding the case of complementary or additional third-party software, the Vendor grants the Buyer a user license, the conditions of use of which, if any, will appear in a separate and specific document.
The Buyer may not modify or reproduce the Software in any way whatsoever or use it for any purpose other than that provided for in the sales contract.
5. PRICES, TERMS OF PAYMENT AND TAXES
The prices of Products, Solutions and/or Services, subject of a sale, are stipulated exclusive of tax.
Unless otherwise specifically and expressly agreed between the Vendor and the Purchaser, a deposit of fifty (50) % of the total amount of the sales contract, excluding VAT, is payable by bank transfer on receipt of the deposit invoice issued by the Vendor. The remaining sums due are payable upon delivery of the Products, Solutions and/or Services, within thirty (30) days from the date of receipt of the relevant invoice. Early payment does not entitle the Customer to any discount.
Any bank charges associated with the purchase are and will remain the sole responsibility of the Buyer.
In France, in the event of late payment, the Buyer will be required to pay a late payment penalty calculated as follows: "Late payment interest = amounts due (incl. VAT) x 3 times the legal interest rate / number of days overdue".
In the event of late payment, the Buyer will be required to pay a late payment penalty calculated as follows: "Late payment interest = amounts due (incl. VAT) x (EURIBOR+5 rate) / number of days overdue".
In addition, for each unpaid invoice, a fixed indemnity for collection costs of forty (40) euros will be due.
However, if the collection costs actually incurred by the Seller exceed the aforementioned amount, the Seller reserves the right to claim additional compensation.
It should be noted that, in the event that the Vendor and the Purchaser have jointly and specifically agreed to payment by instalments of the Price of the Products, Solutions and/or Services, failure to pay a due instalment will automatically result in all sums still owed by the Purchaser becoming due and payable. In addition, the Vendor reserves the right to suspend the performance of its own obligations until full payment of all sums due.
The above provisions shall apply, as the case may be, without prejudice to any damages to which the Seller may be entitled.
6. DELIVERY AND SHIPPING
Unless otherwise stipulated in the offer or sales contract, delivery is deemed to have taken place when the Products are made available in the Seller's factories or warehouses.
Delivery times are indicative. Depending on the acceptance of the offer, they run from receipt of the deposit paid by the Buyer, unless the Seller needs to obtain certain information from the Buyer, conditioning the execution of the order and not yet communicated by the Buyer, in which case the lead times will run from actual receipt of said information.
In the event of the Buyer's fault, the Seller is automatically released from any commitment relating to deadlines.
The same applies to force majeure as defined by French law. Cases of force majeure extend to those occurring both at the Seller's premises and at those of its subcontractors and/or suppliers which are likely to disrupt the manufacture and/or delivery of the Products and/or Solutions sold (by way of example, war, embargo, strike, flood, fire, pandemic, interruption or delay in transport or supplies of raw materials, components, etc.).
If the event constituting force majeure continues for more than thirty (30) consecutive days, the Parties will meet as soon as possible to decide how to proceed with the performance of the sales contract and, if it is decided to continue, to discuss the impact on prices and performance deadlines.
7. EXPORT - TRANSPORT - CUSTOMS
Unless otherwise expressly agreed by the Seller, the Products are sold ex works or ex Seller's warehouse.
Consequently, any transport, insurance and/or customs clearance operations requested by the Buyer are at the Buyer's expense.
The Products, Solutions and/or Services offered by the Vendor may be subject to French export control regulations (war materials and the like and/or sensitive or dual-use technologies), as well as to equivalent foreign regulations in the event of export.
If the Purchaser is not the final recipient, the Purchaser undertakes to have the final recipient of the Products, Solutions and/or Services sign a certificate of final destination that complies with and/or complies with the aforementioned applicable regulations.
8. RESERVATION OF OWNERSHIP AND TRANSFER OF RISK
The Vendor retains ownership of the Products and/or Solutions until full payment of the price in principal and accessories.
In the event of transformation or incorporation of the Products (Solutions), the transformed products or the goods in which they are incorporated become the Seller's pledge until full payment of the price. The Buyer undertakes to disclose the existence of the reservation of title to any third party to whom it resells the Products, either as is or incorporated into a whole.
In the event of return of the Products under the terms of this article, any advance payments received by the Vendor shall be forfeited, without prejudice to any damages that the Vendor may claim.
In the event of delivery to a location other than the Seller's factories or warehouses, the Buyer assumes all risks associated with the possession, custody and/or use of the Products.
9. PACKAGING - BRANDING
The Vendor guarantees that the packaging of its products complies with French and European standards, or with any other standards that may be applicable to the execution of the sales contract. Any request from the Buyer for a type of packaging other than that usually used by the Seller will be subject to an additional charge.
The Seller guarantees to comply with French and European standards with regard to markings, including the manufacturer's obligation to declare conformity. Proof of this conformity is available to the Buyer on request.
10. GUARANTEE
The Vendor undertakes to remedy any malfunction of the Products and/or Solutions resulting from a lack of conformity or a manufacturing defect.
This obligation does not apply in the event of a defect resulting from any incident for which the Seller is not responsible, and in particular :
• Failure to follow installation and/or connection instructions,
• Maintenance that does not comply with the Seller's instructions,
• Inappropriate storage conditions,
• Damage or accidents resulting from failure to supervise the Products,
• Use of the Products not in accordance with their intended purpose and/or the Seller's instructions, including modifications or additions made to the Products without the Seller's prior authorization.
Furthermore, the warranty granted by the Vendor is excluded in the event of normal wear and tear of the Products or in the event of force majeure.
The Seller makes no warranty as to the ability of the Products to meet the objectives hoped for or expected by the Buyer unless such objectives have been expressly discussed and agreed to in the sales contract.
The warranty applies only to defects of conformity and faults, as described above, which become apparent during the warranty period as defined by the Seller.
Unless otherwise agreed by the Vendor, the warranty period is twenty-four (24) months from the date of delivery in the case of an apparent lack of conformity; in the case of a non-apparent lack of conformity, the warranty period is that provided for and defined by French law concerning latent defects.
Repair, modification or replacement of a Product and/or any of its components during the warranty period shall not have the effect of extending the warranty period of the Product.
Within the framework of the present warranty, the Vendor shall remedy any defects detected at its own expense, as soon as possible and by whatever means it deems appropriate. The Product and/or its replaced component(s) shall become the property of the Vendor and shall, where applicable, be returned to the Vendor at the Vendor's first request.
After notifying the Vendor of the occurrence of the defect, the Buyer shall return the allegedly defective Product to the Vendor, at its own expense, within thirty (30) days. After analysis, and for sales taking place in France, if the defect falls within the scope of the warranty, the Vendor will cover the cost of replacing the Products, whether new or reconditioned, or having been repaired. The replacement or repaired Product will be made available to the Buyer at the Seller's factory or stores. In the event of requested transport of the said Product outside Europe, transport costs will remain at the Buyer's expense unless specifically agreed otherwise between the Buyer and the Seller.
Under no circumstances does the warranty cover travel and labor costs (on-site search for the defective component, disassembly and reassembly of the Product in its environment), which will be charged to the Buyer.
In order to invoke the benefit of the present warranty, the Buyer must notify the Vendor of the defects he attributes to the Products as soon as the malfunctions become apparent, and provide full proof of their existence. The Buyer must give the Vendor every opportunity to ascertain and remedy such defects. The Buyer must also refrain from carrying out repairs or having repairs carried out by a third party, except with the express agreement of the Vendor. Failing this, the Buyer will be deprived of the benefit of the said warranty.
11. RESPONSIBILITY
Under no circumstances may the Seller be held liable for any indirect and/or intangible damage, such as, in particular, loss of earnings, loss of profit or loss of production. In any event, the Vendor's liability is strictly limited, whatever the cause, object or basis of the claim, including penalties, to the amount of the sales contract excluding VAT.
13. EXECUTION - SUSPENSION - TERMINATION OF THE SALES CONTRACT
Any modification of the sales contract shall be subject to the prior written agreement of the Seller and the Buyer, by means of an amendment. Each of the Parties may only invoke the exception of non-performance if the other Party has effectively failed to perform its own obligations and has not remedied its default following a formal notice which has remained unsuccessful at the end of a period of thirty (30) working days. In the event of non-performance, the Parties may not, under any circumstances, have the defaulting party's obligations under the Contract performed by a third party. In the event of suspension of the Contract not attributable to the Vendor, and except in the event of force majeure, all costs and expenses incurred by the Vendor as a result thereof shall be reimbursed in full by the Purchaser upon presentation of the corresponding invoices. The costs retained will include, but are not limited to, all costs incurred by the Seller for handling, storage, insurance, labor, financial costs, bank charges for extending the validity of bank guarantees and, in general, all costs resulting from an extension of time. If performance of the Contract is, for any reason whatsoever, suspended for more than ninety (90) days, the Vendor will then be entitled to terminate the sales contract and to be compensated for the costs referred to above, without prejudice to any claim for damages. If the Vendor does not exercise this option, the Buyer will bear the costs of handling and storing the Products until he has taken possession of them. Finally, the sales contract may be terminated unilaterally and by operation of law by either party, if the other party fails to fulfil one or more of its obligations and has not remedied such failure within thirty (30) days of formal notice to this effect sent by the other party by registered letter with acknowledgement of receipt. The provisions relating to confidentiality, intellectual property and liability shall survive any termination whatever the cause or basis thereof. Furthermore, in the event of non-performance by the Buyer of its obligations, in particular in the event of non-payment on expiry of the stipulated payment period, the sales contract may be terminated ipso jure by the Seller following formal notice which has remained unsuccessful on expiry of a period of thirty (30) working days. In this case, all sums received by the Vendor will be retained, without prejudice to any damages that the Vendor may claim.
14. PROTESTS-LITIGATIONS
Any dispute arising directly or indirectly from (i) the interpretation, validity, performance or termination and their consequences, of the sales contract, (ii) the commercial relations which exist or have existed between the Parties, their performance, their termination, the means or consequences of termination, shall be submitted, failing amicable settlement within 30 days of the first notification of the dispute by the most diligent Party, to the Commercial Court of Marseille, which shall have sole jurisdiction, even in the event of a warranty claim, multiple defendants or summary proceedings.
The offer and sales contract are subject to French law.
In the case of international sales and exports, the parties agree to submit their dispute to: the Marseille Chamber of Arbitration for Europe; the Marseille Provence Chamber of Commerce and Industry (CCIMP) for Africa and Asia.
As before, the offer and sales contract remain subject to French law.
GTC- IDSE/2024 - EN
IDSUD ENERGIES SAS - 3 place Général de Gaulle - 13001 MARSEILLE - France
+33 (0)4 84 52 50 75 - contact@idsud-energies.com - www. idsud-energies.com