General Terms and Conditions of Sale
1 – INTRODUCTION
These general terms and conditions of sale apply to all offers issued by ISITEC to finalise a sale with a buyer. By placing an order with ISITEC, the buyer fully accepts these general terms and conditions of sales and waives the application of its own general terms and conditions of purchase.
2 – ORDERS
Orders are irrevocable and final. ISITEC reserves the right to reject an order in full or to agree to only deliver a portion of the ordered goods and services. An order may only be cancelled in whole or in part with the agreement of ISITEC; any advance payment will be forfeited to ISITEC unless the buyer can demonstrate the cancellation was made by ISITEC.
3 – DELIVERY TIMES & PENALTIES
Delivery times are indicative unless ISITEC expressly agrees to a definitive delivery time. Delivery times begin from the latest of: (i) the date on which ISITEC accepts the order; (ii) the date on which ISITEC receives the documentation or sampling that the buyer is required to provide; or (iii) the date on which a down payment on the order is made. ISITEC will, as of right, not be liable for any delays due to a force majeure, events occurring at the premises of ISITEC or its suppliers, or any other event outside the control of ISITEC or its suppliers. Where ISITEC expressly agreed to a definitive delivery time and that delivery is delayed, any penalties that may apply will not exceed a weekly charge of 0.5% of the order’s price, capped at 5% for the entire order.
4 – PAYMENT
Prices are stated excluding VAT. Payment terms are specified in the offer. As a rule, our invoices are due and payable, by any means, 30 days from the invoice’s issue date. To cover administrative costs, invoices are subject to a minimum charge of €150. It is hereby expressly agreed that, if payment is not settled by the first due date, ISITEC may:
(i) demand immediate payment of all amounts due, regardless of the payment method and term originally set out; or (ii) terminate the sale as of right, without further legal formality where no payment is forthcoming within 48 hours of a formal notice to pay sent by registered letter. Any down payments will be forfeited to ISITEC for damages.
Such failure to pay will also entail:
Late fees calculated at the legal interest rate plus 50%; and compensation equal to 15% of the due amount in addition to any statutory interest and legal costs. Moreover, ISITEC reserves the right to suspend the performance of its own obligations until full payment of all due amounts. Costs incurred for this interruption and the resumption of work will be fully borne by the buyer.
5 – PRICE REVIEW
Where an offer expires, prices will be updated by mutual agreement according to the following formula:
Where Px is the total price (P0: price on date of offer; P1: price on review date) ICHTTSx is the All Employees Hourly Labour Cost Index for mechanical and electrical engineering industries (ICTTS0: index on date of offer; ICTTS1: known index closest to review date)
PsdBx is the Supplies Price Index (PsdB0: index on date of offer; PsdB1: known index closest to review date)
PsdCx is the Services Price Index (PsdC0: index on date of offer; PsdC1: known index closest to review date)
6 – ADDITIONAL WORK
Any work not provided for in a service that is the subject of an ongoing order will required an additional quotation. Such work will not be performed until the project manager or its representative agrees to it in writing.
7 – RETENTION OF TITLE
ISITEC retains title over the products and services until the entire price, consisting of the principal and ancillary costs, is paid. If payment is not made by the due date, ISITEC may, at any time, demand the return of the delivered products, regardless of who possesses the products. Such returns will be at the expense of the buyer. If the products undergo any processing or inclusion into another good, the processed product or the good into which the product has been included will become pledged to ISITEC until the full price is paid. The buyer must inform any third person to whom the products are passed onto as is or included into a good about this retention of title. If a product is returned under the provisions of this article, any down payments received by ISITEC will be forfeited to ISITEC to cover damages. From the date of delivery, the buyer fully and unconditionally assumes the risk of loss from theft or damage and will be liable for any damages that the product may cause. Unless specifically agreed otherwise, ISITEC will remain the owner of all software source codes. These may be archived with a notary so that the customer may recover them in the event of ISITEC’s insolvency.
8 – CONDITIONS OF DELIVERY ACCEPTANCE
This article sets out the conditions for accepting products and services that ISITEC sells to the buyer.
Critical non-conformity: a non-conformity that, according to judgement or experience, could lead to a security breach or a risk of an accident for users, maintenance personnel or those who are dependent on the given system.
Major non-conformity: a non-conformity that, while not critical, risks causing a defect or even materially reduces the ability to use the given system for its purpose.
Minor non-conformity: a non-conformity that: (i) will probably not reduce the ability to use the given system for its purpose by a significant degree; or (ii) presents a discrepancy from its established specifications which does not have an appreciable consequence on the effective use or operation of the system.
Provisional acceptance is declared once established that the system does not contain any critical non-conformity and the system’s operation is possible even if operation is through workarounds of any major non-conformities; the buyer must be in full knowledge of the facts to accept the workaround. The provisional acceptance will be the subject of an acceptance report and will permit the system to be launched.
Final acceptance is declared once established that the system does not contain any non-conformity whatsoever. Final acceptance will be the subject of an acceptance report.
Refusal to sign acceptance report
The buyer shall sign the provisional and final acceptance reports, which will note the delivered product’s qualitative and quantitative conformity to that stated in the offer, unless a non-conformity exists. Where the buyer refuses to sign the acceptance report, the buyer must have the report state what non-conformity exists on the delivered system compared to the technical specifications set out in the offer. This statement should be made by both the buyer and ISITEC on the acceptance report; otherwise, by a bailiff’s report listing the non-conformities, a copy of which must be sent to ISITEC by registered letter with acknowledgement of receipt within 48 hours. If the buyer refuses to sign the acceptance report for any other reason other than the system’s proven non-conformity and under the formalities described above, ISITEC may recover the system or, in any event, refuse to put the system in commission. Any refusal by the buyer must be made in writing and hand delivered to the ISITEC representative present on the premises at the time of the acceptance procedure.
9 – WARRANTY
ISITEC warrants that its supply is free from defects for a period of one year from the date of first operation. Warranties on parts are those of the supplier, in other words for one year from the moment they are delivered to ISITEC. Remote maintenance for swift service is compulsory during the warranty period. This warranty does not cover damage resulting from:
a use not provided for in the specifications; a lack of maintenance; a lack of care or training; a change of equipment by a person not under ISITEC’s supervision; consumables and replacement parts or repairs required due to normal wear and tear of products; compensation for any damage or indirect loss such as loss of earnings; or additional costs arising from stoppage of the equipment. The warranty is void if modifications or additions have been made without the express agreement of ISITEC. Although parts are under warranty, only the buyer’s purchase and availability of ISITEC-recommended spare parts will enable a quick replacement. The customer will bear the costs for the supply of spare parts. Under no circumstances will ISITEC be liable for any breakdowns occurring during any service it performs. The repair, modification or replacement of parts during the warranty period will not extend the warranty period. At the end of the warranty period, ISITEC may propose a maintenance contract to the customer.
10 – LIABILITY
ISITEC is liable only for the obligations it assumes under the order and these general terms and conditions of sale. Under no circumstances will ISITEC be liable for any indirect and/or financial damage, including loss of earnings, loss of profits and loss of production.
11 – DISPUTES
Any dispute relating to an offer or sale made by ISITEC which cannot be settled amicably will be subject to the exclusive jurisdiction of the Commercial Court of Lyon, even in the event of interim proceedings, the introduction of third parties, or of multiple defendants.
Isitec International, a key accelerator for the development
Each logistics solution we design is fully adapted to the company requirements. From its design, installation, and commissioning by all collaborators, we take care of each step. For more information about a solution, please contact our teams by phone, or by filling out the contact form.