General Terms and Conditions of Sale of Eutech at 15/08/19
Eutech – 12 Rue Jean Monnet – 10600 The Saint Luc Chapel – firstname.lastname@example.org
The offers of Eutech and its subsidiaries can be broken down as follows:
• Equipment (CPUs, peripherals, cables and interfaces …) complying with the technical specifications in the manufacturer’s catalogs.
• Standard software, fixed or configurable, to which the Client is supposed to adapt.
• Technical assistance for the installation and use of standard hardware and software.
STANDARD EQUIPMENT AND SOFTWARE:
a) order and delivery
The hardware and software covered by the contract are described in the commercial and contractual documentation. The delivery of the material will be planned by mutual agreement, according to the constraints of the Customer and the time of supply, at the date of the order.
The deadlines indicated in appendix run from the date of payment of the deposit. Delays in delivery can not in any way justify an application for cancellation or compensation for any reason whatsoever.
Unless otherwise agreed between the parties, the hardware and software will be deemed removed by the Customer to our premises. The Customer bears the cost of transporting the equipment to the place of installation. The same applies if the Customer requests the addition of new items to the equipment after delivery.
Before delivery, the Customer will ensure compliance of its electrical installation and compliance with environmental standards, to be defined. The responsibility of Eutech and its subsidiaries can not be held liable for damage due to non-compliance with these instructions.
b) installation and reception of equipment
Eutech and its affiliates or delegate will unpack the equipment at the site, install and connect the devices, and verify the proper operation of the assembly. The Client will appoint from among his collaborators an interlocutor responsible for the use of the equipment.
A series of tests carried out in the presence of the Customer will result in the contradictory signing of a delivery note for the equipment issued by Eutech and its subsidiaries. The reception of specific software made separately for the Customer’s needs will be pronounced separately, so as not to create confusion between services of a different nature.
In any case, and for lack of formal reservations of the Customer, the material will be deemed received within three calendar days of delivery.
c) transfer of ownership
Eutech and its subsidiaries reserve ownership of the hardware and software until full payment of the agreed price (Law 80-335 of 12/05/90); the risks are, however, transferred to the Customer as soon as the delivery note is signed, Eutech and its subsidiaries being subrogated in the Customer’s rights with respect to its insurers, or in the absence of any third party liable for the damage, up to the amount of are still due.
In the case of leasing, the delivery will only take place after receiving the formal agreement of the financial institution. The delivery note and / or the declaration of the financial institution’s compliance will be signed simultaneously with Eutech’s delivery note and its subsidiaries.
This contract applies to the supply of standard products and Eutech and its subsidiaries subscribe only to obligations of means and not of result. Consequently, it can not be held beyond the guarantee of conformity of the hardware and software to the specifications appearing in the manufacturer’s catalogs and documentation. The Customer must comply with the instructions in the manuals, and the responsibility of Eutech and its subsidiaries can not be engaged in case of mishandling.
The warranty applied to the products is the manufacturer’s warranty without prejudice to the legal warranty.
The material is guaranteed and repaired directly by the manufacturer or his delegate, under a separate contract, which will be accepted and signed by the Client simultaneously with the signing of these. This service agreement will take effect at the end of the warranty period.
No compensation may be claimed as damages and interest for immobilization of the equipment. In particular, all indirect damages, such as loss of turnover, are excluded.
The software is provided as is, and Eutech and its subsidiaries can not guarantee the total elimination of anomalies. In case of subsequent findings of anomalies, the Customer must immediately notify Eutech and its subsidiaries, and provide all the elements likely to detect their origin. The concept of anomalies is limited to the impossibility of using the latter to perform the functionalities compliant with the original specifications. The consequences of mishandling or misinterpretation of documents are excluded.
e) use of software
The software can only be used on the equipment identified on the front. The Customer has a non-exclusive and non-transferable software license.
The intellectual property of the program and the documents provided is not assigned to the Client, and belongs to the author of the software. Customer may not sell, transfer, communicate software or its copy to third parties.
The Customer undertakes to reproduce the mention of the proprietary rights of the publisher on all the backup copies that may be created.
Eutech and its subsidiaries do not undertake to upgrade the software provided in case of modifications of the basic hardware and software provided by the manufacturer.
Similarly, Eutech and its subsidiaries do not guarantee that the addition of peripheral devices or devices complementary to those described in the commercial and contractual documentation, will not imply modifications of the software or their questioning.
The merger of the standard software interaction into separate new features does not change the terms of this agreement. Thus the Customer can not claim any industrial property rights, or resale on software, including those defined in the invoice.
The user has proceeded under his own responsibility or with the assistance of his advice, to the determination of the use and the limits of the products ordered. As a result, he is solely responsible for their adequacy to his needs, and the achievement of his objectives.
In particular, it is his responsibility to ensure:
• Have qualified staff
• Support the implementation of control, backup and backup procedures for the safeguarding of its information.
• Ensure that the structures of his company are able to integrate and support the changes brought about by the new methods of information processing.
f) Termination of order
Termination of the order may be effected by Eutech and its subsidiaries unilaterally in the following cases:
• in case of financing by an organization if it does not provide its irrevocable agreement within 15 days of the establishment of a Proforma invoice
• the Customer does not take possession of the hardware and software object of the order within 15 days after the first presentation of the notice of provision sent in Recommended with Acknowledgment of receipt
In this case the installments paid on the signing of the order are retained by Eutech and its subsidiaries as termination indemnity.
TECHNICAL ASSISTANCE :
Technical assistance refers to assistance provided by Eutech and its subsidiaries for the installation and use of information processing products.
This assistance may include the following areas:
• Setting or assistance with the use of standard software
• Start up help
• Further education
These services may be provided either at the Customer’s premises or at the premises of Eutech and its subsidiaries, according to terms and conditions to be agreed.
In all cases, these services are previously subject to a descriptive quote and an intervention schedule.
Specific studies, analyzes and programming work do not fall within the scope of these offers.
Prices and terms of payment are specified on the invoices of Eutech and its subsidiaries.
Travel expenses for staff, assistance or training will be invoiced separately on receipts.
It will be the same for supplies, accessories and consumables (listings, magnetic media, printheads).
The delivery of bills of exchange or other securities creating the obligation to pay does not constitute a payment.
In the event of non-payment by the Customer within the agreed deadlines and after formal notice by registered letter with acknowledgment of receipt remained ineffective for 15 calendar days, Eutech and its subsidiaries may ipso jure:
• Require the totality of the sums remaining due regardless of the payment terms initially granted.
• Suspend support services
• Declare the contract and orders in progress
• To charge default interest calculated at the rate of 2% per month from the due date of the sums, with a minimum of 120 € plus the legal compensation for recovery costs of 40 € in accordance with to artice L441-6 of the Commercial Code.
• As a penalty clause, require an increase equal to 15% of the amount of the claims in application of articles 1226 and following of the civil code.
• A settlement arrangement never makes novation to the application of this clause, and of the resulting increase except express agreement on this point.
During the term of the Agreement and for the twelve (12) months following its expiry, the Customer waives any hiring requests from participating Eutech Personnel, who must participate in and / or participate in the performance of the Contract without the Eutech’s prior and written agreement.
In the event that the Customer hires Eutech Personnel as a result of such solicitations, the Customer agrees to pay Eutech a lump sum indemnity – this covers, in particular, the selection and recruitment expenses, the training expenses and damages resulting from commitments already made – equal to the last six (6) months of gross pay of the relevant Eutech Personnel. The reciprocal also applies to Eutech towards the employees of the Customer.
GENERAL PROVISIONS :
This Agreement represents the entire agreement of the parties and supersedes any other document.
Any modification will only be valid with the written agreement of Eutech and its subsidiaries, and these will prevail over the Customer’s terms of purchase.
Neither party will be held responsible towards the other for the non execution or the delays in the execution of this contract, which would be due to the occurrence of a case of absolute necessity or any other cause which would be reasonably out of his control.
The fact that one of the parties has not demanded the application of any clause in this contract, whether permanently or temporarily, can in no way be considered as a waiver of the rights of this party arising of that clause.
The invalidity of any of the articles or paragraphs of this contract will not invalidate the entire contract.
This contract is not assignable.
Any difficulties relating to the application of the present contract will be exclusively subject, in the absence of amicable agreement, to the Courts of the seat of Eutech and its subsidiaries to which the parties grant territorial jurisdiction, whatever the place of use of the material or the software or the defender’s home.
This clause of election of jurisdiction, by express agreement of the parties, applies even in case of summary.