ARTICLE 1 - GENERALITIES
These General Terms and Conditions of Sale (GTC) aim to govern the contractual relations between SATISFORM® (hereinafter referred to as the "Seller"), with its registered office at 28 rue de Villeneuve – 72650 Saint Saturnin - France, SAS, with a capital of €50,000, RCS Le Mans 480 393 636, and its customers (the "Customers"), in the context of its professional activity.
ARTICLE 2 - PURPOSE AND SCOPE
These GTC are systematically sent or handed to each Customer and apply to the sale of all goods, products, components, software, and/or services (individually or collectively referred to as the "Equipment") offered or provided by the Seller to the Customer. Consequently, unless otherwise agreed in writing between the Seller and the Customer, the acceptance of offers and quotes, or any order, of Equipment implies the unconditional acceptance by the Customer and their full adherence to these GTC, which prevail, in any case, over any other document of the Customer, including the Customer's purchase orders and general terms of purchase.
ARTICLE 3 - ORDERS
3-1) Order Placement
All orders, even those taken by the Seller's agents and representatives, regardless of the mode of transmission, only bind the Seller after written acceptance on its part through an acknowledgment of receipt or the commencement of order execution. Orders are only final when confirmed by the signature of the order form by the legal representative of the Customer or any person duly authorized for this purpose and after payment of a deposit, the amount of which is specified in Article 10.
3-2) Modification of the Order
The terms of orders transmitted by the Customer to the Seller cannot be revoked by the Customer, except with the Seller's written acceptance. In this case, the Seller will not be bound by the initially agreed-upon deadlines.
The Seller reserves the right to modify the characteristics of its equipment without notice. However, the Customer can still specify the characteristics on which its commitment is conditioned. In the absence of such an express specification, the Customer cannot refuse the delivery of the modified equipment.
3-3) Refusal of Order
In the event that a Customer places an order with the Seller without having paid for the previous order(s), the Seller may refuse to honor the order, and the Customer cannot claim any compensation for any reason.
ARTICLE 4 - DELIVERY
Sales are governed by the INCOTERMS EX WORKS published by the International Chamber of Commerce (I.C.C. INCOTERMS), latest edition in force, as well as by the conditions provided in these GTC (in case of contradiction, the conditions of the GTC apply):
Delivery times are given for information purposes only and depend, among other things, on the availability of the equipment and the order of receipt of orders. Delivery delays cannot give rise to any penalty or compensation, nor justify the cancellation of the order. However, if, 6 months after the indicative delivery date, the equipment has not been delivered for any reason other than force majeure, the sale may be terminated by operation of law at the request of either party, by registered letter with acknowledgment of receipt. The Customer may obtain a refund of its deposit, excluding any other compensation or damages. In any case, equipment delivery can only take place if the Customer is up to date with its obligations towards the Seller, for any reason, and the Customer cannot claim any compensation.
Delivery is made subject to the fulfillment of the conditions provided in these GTC and the order acknowledgment, especially the payment by the Customer of the deposit when placing the order. Delivery is made either by the direct delivery of the Equipment to the Customer, by a simple notice of availability, or by delivery to a shipper or carrier in our premises. The Seller will inform the Customer as soon as possible of the date on which the Equipment will be made available, and the Customer undertakes to retrieve or have the Equipment retrieved within 3 working days from this availability date. The equipment is shipped according to the conditions indicated on the order acknowledgment issued by the Seller for any equipment order. Deliveries are automatically suspended and without judicial formality for any breach of the Customer's obligations.
The transfer of risks on the equipment sold by the Seller occurs upon delivery of the goods to the carrier or upon leaving the Seller's premises. As a result, the equipment travels at the Customer's risk, to whom it belongs, in the event of damage, loss, or shortage, to make any reservation or exercise any recourse against the responsible carriers, in accordance with Article L.133-3 of the Commercial Code, and to simultaneously send a copy of this declaration to the Seller. In the event that the Customer does not retrieve the Equipment made available to them within the aforementioned 3 working days, the storage of the Equipment in the Seller's premises will be at the exclusive risk and expense of the Customer, subject to the billing of storage fees at a rate of 1% (one percent) of the total amount of the order, per started week, without exemption, from the date of availability. After a period of 30 days from this date, the Seller may, at its discretion, either freely dispose of the Equipment and/or agree with the Customer on a new delivery date for said Equipment, or invoice it in full for payment according to the contractually stipulated deadline and amount. In any case, the deposits received remain acquired to the Seller as compensation without prejudice to other actions that the Seller may take.
Claims regarding the non-conformity of the delivered equipment to the ordered equipment must be made by the Customer within 8 days of receipt of the equipment. After this period, the delivered equipment is considered accepted by the Customer, who can no longer claim any defect or non-conformity.
ARTICLE 5 - TRANSFER OF OWNERSHIP
The transfer of ownership of the Equipment to the Customer is only made after full payment of the price by the latter, regardless of the delivery date of the Equipment. The transfer of risks is made in accordance with the conditions specified in Article 4-3.
ARTICLE 6 - PRICES
The prices of the Equipment are those in force on the day of the order, excluding taxes and packaging. They are subject to revision at any time and without notice. The prices indicated in the quotes and offers are for information purposes only and do not constitute a contractual commitment on the part of the Seller. The prices applicable to the sale are those in effect on the day of the order. The Seller reserves the right to modify the prices at any time and without notice, in particular in the event of an increase in the cost of raw materials, labor, or any other factor influencing the cost of the Equipment. Any change in the applicable VAT rate will be automatically reflected in the prices indicated on the invoices.
6-2) Discounts and Rebates
The prices are established on the basis of the Seller's price list in effect on the day of the order. Any special conditions granted by the Seller in the form of discounts, rebates, or any other commercial measure will be indicated on the order acknowledgment. These conditions will only apply if the Customer is up to date with its obligations towards the Seller.
6-3) Terms of Payment
Invoices are payable in cash, without discount, unless otherwise agreed in writing between the parties. Payment can only be made by bank transfer or check, or any other means accepted by the Seller. Any other payment method requested by the Customer requires the Seller's written agreement. The payment of the price is made in euros, except for specific and written agreement between the parties. Payment is considered made on the day of actual receipt of the funds by the Seller. The seller may request payment of a deposit when placing the order. The balance of the price is payable upon receipt of the invoice.
6-4) Late Payment
In the event of late payment, the Seller may suspend all orders in progress without prejudice to any other course of action. Any amount not paid on the due date will automatically and without notice be subject to late payment interest at the rate of one and a half times the legal interest rate, in application of Law 2001-420 of May 15, 2001. In addition to late payment interest, any sum, including the deposit, not paid on the due date will automatically and without notice be subject to a fixed and irreducible compensation of 15% of the amount remaining due, without prejudice to any other damages and interest.
6-5) Default of Payment
In the event of non-payment of a single installment, the Seller may, without prejudice to any other damages, declare the entire sale immediately payable, by simple notification. The Seller reserves the right to claim the immediate return of the equipment sold at the expense of the Customer. Any action for the return of equipment does not exclude the payment of late payment interest and damages, with the fixed and irreducible compensation referred to in Article 6-4.
In the event of non-performance of the Customer's obligations, the Seller may, by simple notification, suspend the execution of its own obligations until full payment by the Customer, without prejudice to any other course of action. Any sum not paid on the due date, even if a postponement of payment has been granted, will automatically and without notice make any sum owed by the Customer to the Seller immediately due and payable.
Any deduction made by the Customer from the amounts owed to the Seller is subject to the prior agreement of the latter.
ARTICLE 7 - WARRANTY
The Seller guarantees the Equipment against hidden defects and non-compliance with the specifications for a period of one year from the date of delivery of the Equipment. The warranty is limited to the replacement or repair of the defective Equipment, at the Seller's discretion, excluding any other compensation or damages. The warranty does not cover defects and damage resulting from abnormal or inappropriate use, lack of maintenance, modifications, or repairs made by the Customer or a third party. The warranty does not cover wear parts and consumables, which are explicitly excluded from the warranty.
The Seller's warranty is strictly limited to the repair or replacement, at its discretion, of the Equipment recognized as defective by the Seller, to the exclusion of any other remedy, in particular, any compensation for direct or indirect damage, the cancellation of the order or the reduction of the price. The warranty does not cover the cost of dismantling and reinstalling the Equipment, which remains the exclusive responsibility of the Customer. The warranty is subject to the Customer's compliance with the payment terms and conditions provided in these GTC.
ARTICLE 8 - LIABILITY
The Seller's liability is strictly limited to the obligations defined in these GTC. The Seller cannot be held liable for any direct or indirect damage, including financial or commercial loss, loss of profits, loss of data, or any other consequential damage, arising from the use or inability to use the Equipment, even if the Seller has been advised of the possibility of such damage.
The Seller cannot be held liable for any damage resulting from the breach by the Customer of its obligations, in particular regarding the conditions of use, maintenance, and installation of the Equipment. The Seller's liability is limited to the repair or replacement of the Equipment recognized as defective by the Seller, to the exclusion of any other remedy.
ARTICLE 9 - FORCE MAJEURE
The Seller cannot be held liable for the total or partial non-performance of its obligations under these GTC if this non-performance results from an event constituting force majeure within the meaning of Article 1218 of the Civil Code, including but not limited to fire, flood, war, strike, or any other external and unforeseeable event.
In the event of force majeure, the Seller will inform the Customer as soon as possible and will be entitled to suspend the execution of the order, or, if the event persists for more than 6 months, to terminate the sale by operation of law, without any compensation or damages being due by the Seller.
ARTICLE 10 - PENAL CLAUSE
In the event of non-compliance by the Customer with any of its obligations under these GTC, and in particular in the event of non-payment of the price, the Customer will be automatically and without notice liable to the payment of a penalty equal to 15% of the amount of the order, without prejudice to any other damages and interest.
ARTICLE 11 - JURISDICTION AND APPLICABLE LAW
These GTC are subject to French law. Any dispute relating to their interpretation, execution, or termination is subject to the exclusive jurisdiction of the Commercial Court of Le Mans, even in the event of summary proceedings, incidental claims, multiple defendants, or warranty claims, and regardless of the payment method, even in the event of an appeal for guarantee or in the event of the introduction of third parties.