TERMS AND CONDITIONS OF SALE
1 - GENERAL PROVISIONS
These General Terms and Conditions of Sale (GTCS) define the conditions under which KREOS ("the Supplier") supplies the following products to professional Purchasers ("the Customer(s)") who request them, via its website by direct contact or via a paper medium: "software, 3D scanners, 3D printers, milling machines, ovens, post-processing equipment or any equipment of the 3D digital chain" ("the Products"). They constitute the sole basis of the commercial relationship between the parties. These general terms and conditions of sale apply to all sales of our products by KREOS, unless a specific agreement prior to the order has been made in writing between the parties. Consequently, the placing of an order by a customer implies the latter's unreserved acceptance of these general conditions of sale, unless special conditions are agreed in writing by our company KREOS to the customer.
All documents other than these general terms and conditions of sale, in particular catalogs, prospectuses, advertisements and notices, are for information purposes only and are non-contractual.
2 - ORDER
All orders must be in writing and clearly specify the delivery address, billing address, product references, prices, quantities and any other specific information.
Sales are only perfected after express written acceptance of the customer's order by our company KREOS, which will notably ensure the availability of the requested products.
Any modifications requested by the customer will only be taken into account, within the limits of KREOS's possibilities and at its sole discretion, if they are notified in writing at least thirty (30) days before the date scheduled for delivery of the Products ordered, after signature by the customer of a specific purchase order and possible adjustment of the price.
In the event of cancellation of the order by the customer after its acceptance by our company KREOS less than thirty (30) days at least before the date scheduled for the supply of the Products ordered, for any reason whatsoever except force majeure, the deposit paid at the time of the order will be automatically acquired by our company [the Supplier] and may not give rise to any reimbursement whatsoever.
3 - DELIVERY
3.1 Deadlines
The customer will be informed of delivery times and any delays. In any case, delivery times and dates are given as an indication only and can in no way constitute a firm commitment to deliver on a fixed date.
Delivery times may be extended without prior agreement in cases of force majeure (hereinafter defined).
Delays in delivery may not give rise to any penalty or indemnity, nor be grounds for cancellation of the order. Any delay in relation to the indicative delivery time initially planned shall not justify cancellation of the order placed by the customer and recorded by our company KREOS.
If the customer does not take delivery on the agreed date, he is obliged not to delay the normal due date for payments whose dates have been agreed between the parties.
3.2 Transfer of risk
The risks of loss and deterioration of the products are transferred to the customer upon delivery and receipt of the products, independently of the transfer of ownership, regardless of the date of the order and payment thereof.
3.3 Transport - Shipping
Products are delivered by KREOS until the truck is unloaded. Handling for the installation of the equipment remains the responsibility of the customer.
3.4 Acceptance
In the event of apparent defects or shortages, any claim, of whatever nature, concerning the products delivered, will only be accepted by our company KREOS if it is made in writing, by registered letter with acknowledgement of receipt, within a period of four days following receipt.
It is the customer's responsibility to provide proof of any defects or shortages. No products may be returned by the customer without the supplier's express prior written agreement, obtained in particular by fax or e-mail.
Our company KREOS will only be liable for the cost of returning the goods in the event that an apparent defect or shortage is found by it [him] or its representative.
If, after inspection, an apparent defect or shortage is found by our company KREOS or its representative, the customer may only ask our company KREOS to replace the non-conforming products and/or to make up for the shortages at the customer's expense, without the customer being entitled to claim any compensation or to cancel the order.
Any reservations made at the time of unloading must be confirmed in the claim to be made under the conditions set out above. A complaint made by the customer in accordance with the terms and conditions described in the present article does not suspend payment by the customer for the products concerned.
3.5 Suspension of deliveries
In the event of non-payment in full of an invoice that has fallen due, after formal notice has remained without effect for 48 hours, our company KREOS reserves the right to suspend all current and/or future deliveries.
4 - EXPORT SALES
Sales are governed by the INCOTERM "DDU" (Delivered domicile not cleared through customs, customs charges, taxes and VAT to be paid by the customer). Invoice currency and payment procedures are indicated on the invoice.
5 - RATES
Products are supplied at the prices fixed by our company [the Supplier's prices] in force on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the customer. These prices are firm and non-revisable during their period of validity, as indicated by our company [the supplier] or mentioned in the proposal.
These prices are net and exclusive of VAT, ex-works and packaging not included. They do not include transport, customs duties and insurance, which are the responsibility of the customer [CV1].
Special pricing conditions may be applied according to the customer's specific requirements, in particular concerning delivery terms and deadlines, or payment terms and conditions. A specific commercial offer will then be sent to the customer.
6 - TERMS OF PAYMENT
Payments are deemed to have been made at the registered office of KREOS. Unless otherwise agreed, payments for the delivery of products shall be made without discount, in accordance with the payment terms stated on the invoice.
Any amount not paid on the due date will give rise to the payment by the Customer of penalties set at three times the legal interest rate; these penalties being payable automatically and without formal notice.
Any delay in payment shall automatically give rise, in addition to the late payment penalties referred to above, to the payment by the Customer of a fixed indemnity of €40 for collection costs.
An additional indemnity may be claimed, with supporting evidence, when the collection costs incurred exceed the amount of the fixed indemnity.
In the event of non-compliance with the above terms of payment, our company [the supplier] also reserves the right to suspend or cancel the delivery of current orders from the customer.
Any change in the customer's situation, and in particular a deterioration in his credit rating, may justify the requirement of additional guarantees relating to payment conditions or cash payment.
7 - GUARANTEE
The warranty is managed by the manufacturer and applies for 12 months from the date of delivery for new equipment. Used or demonstration equipment is covered by the warranty indicated on the sales invoice. The warranty covers parts and labor. The warranty is valid subject to compliance with the manufacturer's recommendations. It does not extend in any way to the consequences of accidents resulting from normal wear and tear, faulty use, repairs carried out by a third party (other than the manufacturer/authorized dealer), relocation of the equipment, modifications carried out by the customer or use of consumables other than those recommended by the manufacturer. Repairs, modifications or replacement of defective parts during the warranty period do not extend the warranty period, including for parts modified, repaired or replaced.
In any event, the liability of our company shall be limited to the amount of the order excluding taxes, to the exclusion of any other compensation of any nature whatsoever, and in particular to the exclusion of compensation for any direct or indirect intangible loss resulting from the defect in the products.
8 - FORCE MAJEURE
The parties may not be held liable or in breach of their contractual obligations where the failure to perform their respective obligations is due to force majeure; the contract between the parties is suspended until the causes giving rise to the force majeure have ceased to exist. Force majeure takes into account irresistible facts or circumstances, external to the parties, unforeseeable and independent of the parties' will, despite all reasonably possible efforts to prevent them. The following are also considered to be cases of force majeure: blockage of means of transport or supply, earthquakes, fires, storms, floods, lightning, epidemics, stoppage of telecommunication networks, and in particular all networks accessible via the Internet, or difficulties specific to telecommunication networks external to the parties, any government measures preventing the performance of obligations. The party affected by the force majeure will notify the other within five (5) working days of becoming aware of the situation. The two parties will then agree on the conditions under which performance of the contract will continue.
9 - RETENTION OF TITLE
The transfer of ownership of the products is suspended until full payment of the price of the products by the customer, in principal and accessories, even if payment terms have been granted. Upon delivery and in accordance with the agreements made with the customer, and notwithstanding the reservation of title, the products sold are in the custody of the customer, who is fully liable for any damage to the products delivered. The customer shall not process or resell the products delivered in any way whatsoever.
By express agreement, our company [the supplier] may enforce the rights it [he] holds under the present retention of title clause, for any of its claims, on all of its products in the customer's possession, the latter being conventionally presumed to be those unpaid, and it [the supplier] may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel current sales.
In the case of damages, the price already paid shall remain the property of our company, which may nevertheless invoke the ownership clause. The customer therefore undertakes to take out an insurance policy covering the risks of loss, theft or destruction of the designated products.
10 - RESOLUTION
In the event of late delivery of more than sixty (60) days, as referred to in article 3.1, or non-payment by the due date of the products ordered by the customer, as referred to in article 6 of these GCS, or force majeure as referred to in article 8, the order or contract may be terminated at the discretion of the party concerned.
It is expressly understood that such termination will take place by operation of law thirty (30) days after formal notice has been sent but has remained wholly or partially ineffective. Notice may be given by registered letter with acknowledgement of receipt or by any extrajudicial act.
This formal notice must state the intention to apply the present clause.
11 - PERSONAL DATA
Our company undertakes to comply with all rules governing the declaration and use of personal data communicated to it and which it may be required to process in the course of fulfilling orders and, in general, to comply with regulations on the protection of personal data.
Our company guarantees that it has implemented confidentiality and security measures to preserve the security of data and, in particular, to prevent it from being distorted, damaged or accessed by unauthorized third parties.
In accordance with the French Data Protection Act of January 6, 1978, as amended, customers have the right to access, query, modify and rectify any information concerning them.
Customers also have the right to object to the processing of their personal data for legitimate reasons, as well as the right to object to such data being used for commercial prospecting purposes.
To exercise his rights, the Customer must send a letter to KREOS, accompanied by a photocopy of an identity document bearing his signature, to the following postal address: KREOS, 32 rue Berjon, 69009 LYON.
12 - APPLICABLE LAW - LANGUAGE OF THE CONTRACT
These General Terms and Conditions of Sale and any transactions arising therefrom are governed by French law.
They are written in French. Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.
13 - DISPUTES
The parties undertake to attempt to settle any disputes relating to the interpretation and performance of these general terms and conditions and contracts amicably before bringing the matter before the competent court.
Should the parties fail to reach an agreement, any dispute concerning the application of these general terms and conditions of sale and their interpretation, their execution and the sales contracts concluded by our company [the supplier], or the payment of the price, will be brought before the Commercial Court of LYON, regardless of the place of order, delivery and payment and the method of payment, and even in the event of a warranty claim or multiple defendants.
In the case of export contracts, any dispute arising in connection with this contract, its interpretation, performance or termination shall, at the request of the interested party, be settled by arbitration before the Court of Arbitration of the International Chamber of Commerce.
14 - ACCEPTANCE OF CONTRACT
These general terms and conditions of sale, together with the price lists, discounts and rebates attached hereto, are expressly approved and accepted by the customer, who declares and acknowledges full knowledge thereof, and hereby waives the right to invoke any contradictory document, in particular his own general terms and conditions of purchase.