General terms and conditions of sale

1° Scope

These general terms and conditions of sale constitute, in accordance with Article L. 441-6 of the Commercial Code, the sole basis of the commercial relationship. They are automatically applicable to orders received by WEBDYN, a public limited company (SA) with a management board and supervisory board, with its registered office at 24 rue des Gaudines, 78100 Saint-Germain en Laye, registered with the Versailles Trade and Companies Register under number 414 834 028 (hereinafter the “Supplier“), for the supply of material goods (hereinafter the “Products“) or services (hereinafter the “Services“), as defined in the order form received by the Supplier or the contract to which the Products or Services are subject and which expressly refers to these general terms and conditions of sale. These general terms and conditions of sale apply, without restriction or reservation, to all orders for Products and/or Services received by the Supplier, regardless of any clauses that may appear on the documents of the customer (hereinafter the “Customer“) and in particular its general terms and conditions of purchase. In accordance with the regulations in force, these general terms and conditions of sale are systematically communicated to any Customer who so requests, to enable it to place an order with the Supplier. They are also communicated to any Customer prior to the conclusion of a single agreement as referred to in Article L. 441-7 of the Commercial Code, within the legal deadlines. The information appearing in the Supplier’s catalogues, brochures and price lists is given for information purposes only and may be revised at any time, and the Supplier reserves the right to make any changes that it deems useful.

2° Order

Sales of Products and/or Services are only complete after an estimate has been drawn up detailing the Products and/or Services, the quantity, the price and the payment terms and conditions, and by express written acceptance of the Customer’s order by the Supplier, evidenced by an acknowledgement of receipt from the Supplier. In the event of any change to an order, the conditions previously granted may not be renewed without the express written consent of the Supplier.

3° Price

The Products and/or Services are supplied at the Supplier’s rates in force on the day of the order, according to the estimate previously drawn up by the Supplier and accepted by the Customer in accordance with the provisions of Article 2 above. Prices are net and exclusive of tax. An invoice is drawn up by the Supplier and delivered to the Customer for each supply of Products and/or Services.

4° Delivery times for Products and/or Services

The delivery times communicated to the Customer by the Supplier are provided for information purposes only. Delays in delivery can in no way justify the cancellation of the order by the Customer, or the payment of any compensation or the application of penalties for late delivery.

The Supplier is automatically released from any time commitment relating to its deliveries of Products and/or Services and reserves the right to suspend them in the event that the agreed payment conditions have not been respected by the Customer or in the event of force majeure.

Le Fournisseur est dégagé de plein droit de tout engagement de délai relatif à ses livraisons de Produits et/ou de Services et se réserve le droit de les suspendre dans le cas où les conditions de règlement convenues n’auraient pas été respectées par le Client ou en cas de force majeure.

5° Transport and delivery of Products

The Products are shipped carriage, packaging and insurance payable by the Customer. The insurance is taken out by the Supplier up to the place of delivery.

No claim may be made against the Supplier for loss, deterioration or damage to the Products if a notice has not been sent to the carrier within a maximum of two days from receipt of the Products by registered letter with acknowledgement of receipt. This observation should stipulate specific reservations.

6° Return of Products

No Product may be returned to the Supplier without the Supplier’s prior written consent. Returns may only concern Products that have not been modified in any way and in their original packaging. Transport and restocking costs shall be borne by the Customer.

7° Retention of title

The Products shall remain the property of the Supplier until full payment of their prices by the Customer, notwithstanding the acceptance of any commercial paper.

8° Terms of payment

For any Customer who does not have an account, payment is due cash at the time of order.

For any Customer with an account, payments are due within 30 days of receipt of an invoice.

9° Warranty - Liability

Unless otherwise stipulated, the warranty is 24 months from the date of delivery of the Products and/or Services. Under no circumstances will the exchange of parts or repair extend the warranty period. Repairs are carried out in the seller’s workshops, the costs of returning the equipment being borne by the shippers.

The Supplier, in accordance with the legal provisions, guarantees the Customer against any lack of conformity of the Products and/or Services and any hidden defect, resulting from a defect in the design or supply of said Products and/or Services, to the exclusion of any negligence or fault on the part of the Customer. The Supplier’s liability shall only be incurred in the event of proven fault or negligence and shall be limited to direct damage to the exclusion of any indirect damage of any kind whatsoever. To exercise its rights, the Customer must, under penalty of forfeiture of any action relating thereto, notify the Supplier in writing of the existence of any defects within a maximum period of 7 days from their discovery. The Supplier shall rectify or have rectified, at its exclusive expense, in accordance with the appropriate procedures agreed by the Customer, the Products and/or Services deemed to be defective. In any case, in the event that the Supplier’s liability is established, the Supplier’s warranty shall be limited to the amount excluding VAT paid by the Customer for the supply of the Products and/or Services.

10° Intellectual property rights

Nothing in these general terms and conditions of sale may be interpreted as conferring on the Customer an intellectual property right or a licence of any kind whatsoever on the intellectual property rights held by the Supplier (industrial property and literary and artistic property) such as patents, designs and trademarks, copyrights or any filing for registration thereof.

 

The disclosure of information by the Supplier to the Customer shall in no event be construed as conferring on the Customer, expressly or implicitly, any right whatsoever in respect of such information or in respect of the scientific and technical knowledge, materials, inventions, discoveries, know-how, improvements to such know-how or trade secrets to which such information relates.

 

It is understood that the technology, methodology and know-how used, implemented or developed by the Supplier in the context of the supply of Products and/or Services to the Customer (including, without this list being exhaustive, documents, studies, software, plans and methods) remain its exclusive property. Any licence that may be granted by the Supplier to a Customer shall be the subject of a specific contract (including in particular a royalty).

11° Reception

Any complaint concerning the receipt of Products and/or Services must be made within 7 calendar days from the date of receipt. It shall not be interpreted as a condition precedent to the sale and payment, the customer benefiting in this respect from the normal legal guarantees in matters of sale, according to the provisions of the Civil Code.

12° Jurisdiction

In the event of any dispute concerning all or part of these terms and conditions of sale, as well as all those that may arise from the execution of any order, jurisdiction shall be attributed to the COMMERCIAL COURT OF THE SUPPLIER’S HEAD OFFICE.