General Terms of Sales
1. APPLICATION AND ACCEPTATION
1.1 All EDITAG sales are exclusively reserved to professional customers and under the strict application of these general terms of sales (GTS). Those terms apply to all the orders sent to EDITAG without exception including orders for hardware, software or services.
1.2 In full compliance with the article L441-6 of the French code of commerce, these GTS are the only terms applicable and all other terms or conditions are excluded and not applicable including without limitations, the buyer general or specific terms.
1.3 By placing an order to EDITAG, the buyer recognize the full and total acceptation of all these GTS.
2. COMMERCIAL OFFER AND ORDER
2.1 Except in case of written different special conditions clearly expressed in EDITAG commercial offer, all EDITAG offers are valid for one month from the date of issue.
2.2 Any order which is not proceeding from a commercial offer from EDITAG will not be accepted and will not tie EDITAG to any specific engagement or responsibility. As mentioned in EDITAG commercial offer, these GTS are part of all commercial offer and it is of the customer responsibility to read them and to accept them at the reception of the offer.
2.3 The minimum order value is 200 Euros without taxes and this minimum amount is mandatory. In case of an order value below this minimum, an additional flat fee of 50 Euros will be added to the invoice to cover the costs of handling.
2.4 For a first order between the customer and EDITAG, a full payment of the invoice will be required. If the transaction is done in France, this first payment will be done by bank check or wire transfer before shipment of the related goods. Outside France, the payment will be done by SWIFT transfer or with an Irrevocable Letter of Credit or a Letter of Credit Stand-by open in a French bank at 30 days net and with prior acceptance of those terms by EDITAG. All exportation taxes, shipment costs, special packing, taxes or custom fees are the responsibility of the customer and will be supported by the customer.
3.1 All our offers are in Euros (€), without VAT or any other taxes included. All rise of VAT or creation of new mandatory taxes of any types appearing between the date of issue of the offer and the date of the order will be supported by the customer.
3.2 Except in case of clear and written indications of special accepted term in EDITAG commercial offer, our prices are under EX-Works conditions (EXW : Incoterm 2000) from EDITAG main facilities (F-13). If the customer wish EDITAG to prepare and organize the shipment, all related costs will be invoiced in addition. The shipment is under the sole responsibility of the customer.
3.3 The prices are exclusively and only related to the delivery of the hardware, software and services described in the commercial offer and all other delivery or service are excluded such as delivery, unpacking, installation, settings and tests. Our prices includes exclusively what is not stated and described in the commercial offer.
3.4 The prices submitted by EDITAG are clearly stated in the written and specific commercial offer sent to the customer for the specific set of hardware, software and services described. These specific prices are not based on a price list per piece and cannot be discounted according to a specific volume or any other variable parameter. In case of variation of the offer perimeter, EDITAG will provide a new specific quotation.
4.1 If not otherwise clearly stated in the commercial offer, EDITAG invoices have to be paid at EDITAG main offices not later than 30 days nets from the date of invoice.
4.2 Any claim related to the invoice must be sent to EDITAG main offices not later than 15 days after its reception. If not, the invoice will be recognize as accepted and cannot be contested.
4.3 All invoice unpaid at its time of payment will enable to invoice an interest rate base in the interest rate used by the European Cental bank at its most recent financement operation with an upside of 10 percentage point with a minimum of 100 Euros to cover the additional handling fees.
4.4 In addition, all unpaid invoice will be increased in full right and without prior notice of 10% of the total remaining due total as a compensation of the damages.
5. DELIVERY & RESERVE OF PROPERTY
5.1 The customer will support all risks for the hardware and the software from their departure from EDITAG, especially those related to the shipment and even if at the customer demand, EDITAG has organized the shipment.
5.2 Hardware delivered by EDITAG remain its property until the complete payment of the related invoices, including if any the invoices related to packing and shipment and even in case of transformation or integration of the products in other goods.
5.3 The products delivered are recognized as accepted by the customer within 5 days from reception except if a clear, detailed and written claim has been sent by registered letter to EDITAG within this delay.
5.4 The delivery acceptance is covering all visible defaults, which means all defaults which could have been identified by the customer at the time of delivery or within the 5 days delay with a serious and accurate inspection.
5.5 EDITAG reserve at its own decision, the possibility to make partial delivery and as a consequence partial invoices related to the partial deliveries.
6.2 All modification of the software or hardware, dismantle or repair operation done by an operator non-authorized by EDITAG is a cause of immediate and unrecoverable breach of the warranty.
6.3 To claim the warranty statement, the customer must notify EDITAG by registered letter in a lead time not longer than 15 days from the discovery of the default. The claim must include accurate details on the conditions of use of the materials to enable EDITAG to seek for a solution.
6.4 The warranty is limited at EDITAG sole choice to the free of charge repair of the product in default or its replacement and is excluding all type of damages, interests, direct or indirect costs related to the use of the warranty.
6.5 The cost of shipment back to EDITAG for repair shall be supported by the customer.
6.6 For software provided to the customer, EDITAG is not providing any warranty of any type of the hardware component eventually provided and/or used with the software as those are covered by the specific warranties of the manufacturer or distributor. The software are a specifically very complex domain and in the actual state of the art, it cannot be tested for all the different possibility of installation and usage and no warranty beside those cleared stated here will be supported by EDITAG. Only the behaviour of the software, correctly installed on platform certified by EDITAG and without modification and dully updated, is under the only warranty of conformity with the technical specifications and functions described in its manual.
6.7 The warranty related to software will not apply in case the default of conformity relates to an accident or to an utilisation which has conducted to a damage or an inappropriate usage or a non-certified platform. Any other warranty different than those clearly stated here are excluded and specifically, it cannot be warranted that the software will meet all needs and requirements of the end user which related to its own appreciation. THE SOFTWARE IS PROVIDED “AS IS” REGARDING ITS QUALITY, OPERATION AND PERFORMANCES.
6.8 Before returning material, the customer should request an authorisation and a returning material reference number (RMA: Returning Material Authorisation) to EDITAG. This condition is mandatory to enable a correct handling of the case. The material must be returned to EDITAG in their original and not damaged packing with the RMA number and the original invoice within the 5 following days from the day of the demand of authorisation.
7. LIMITED RESPONSIBILITY
7.1 The customer recognize and accept that EDITAG besides the sole responsibility described in the paragraph 6, will not accept any other responsibility direct or indirect. As a consequence, EDITAG is not liable for any kind of damages, physical injuries or to other goods, material or immaterial, loos of profit or time or production that could have been caused directly or indirectly by its products or the use of its products or by EDITAG services.
7.2 EDITAG cannot be responsible of the lead time or default of execution of its obligation in case of force majeure in particular such as natural disaster, war, civil war or riots, fire, strikes, floods, accidents, government priorities or regulations products or raw material purchasing difficulties, sub-contractor or supplier failure or causes, beyond EDITAG’s reasonable control.
8. USE OF EDITAG SOFTWARE
8.1 The installation and use of all EDITAG’s software implies the full acceptance without any reserve of the entire End User Licence Agreement (EULA). The latest version of the EULA is available on EDITAG web site (www.editag.eu\eula) and which is an agreement of utilisation between the end user of the EDITAG software and the EDITAG company.
8.2 The customer recognizes to have read and accepted without any restrictions, all terms and conditions described in the EULA and presented as well at software setup.
9. PATENTS OR TRADE MARKS INFREGMENTS
9.1 The customer shall indemnify, defend and hold EDITAG harmless against all expenses, damages, costs or losses resulting from any suit or proceeding based on a claim that any product as delivered by the customer and based on product furnished by EDITAG constitutes an infringement of any copyright, patent or other intellectual property rights arising from the customer’s design, specifications, processes or instructions.
10.1 The customer is responsible to verify the conformity of the product to export regulations et restrictions such as, without limitations, export restrictions to specific countries, export restrictions for product with potential double usage as well as for example radio frequency product local restrictions. Any infringement of such restrictions is the sole and entire responsibility of the customer.
11 WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT
11.1 In conformity with the article 18 of the European decision 2005_829 related to the Restriction Of Hazardous Substance (ROHS) in Waste Electronic and Electric Equipment (WEEE), all terms and conditions are transferred to the customer and accepted by the customer.
11.2 The customer is responsible of the EEE sale and as well recycling as described in the article 21 of the European decision.
11.3 All those legal obligations should be transferred from customer to customer until the end user of the EEE.
11.4 All EDITAG’s products are under the European regulations EU 2002/95/EC (ROHS) limiting the use of specific hazardous substance in EEE and except if specific exception exist, all EDITAG’s suppliers are engaged to respect and act in conformity with the same regulations.
12. GOVERNING LAW AND ARBITRATION
12.1 This agreement shall be governed by and construed in accordance with the French laws and each party hereby submits to the exclusive jurisdiction of the tribunal of Marseille for the purposes of resolving any dispute and/or enforcing any claim arising.
12.2 EDITAG reserves the right to modify the GTS and the EULA at any time and without prior notice. Latest versions are available on EDITAG web site (www.editag.eu\eula and www.editag.eu\gts).