General terms of sale
GENERAL TERMS OF SALE - PIXEL SUR MER
ARTICLE 1 – Scope of application
Pursuant to Article L 441-6 of the French Commercial Code, these general terms of sale govern all business relations between PIXEL SUR MER (ʺthe Providerʺ) and its customers (ʺthe Customers or Customerʺ).
Their purpose is to define the conditions in which the provider supplies to the customers that request it :
The following products (ʺthe Productsʺ) : electronic, electric, computer and instrumentation equipment, in particular for navigation and sailing race
The following services (ʺthe Servicesʺ) : any service provisions associated to the siting and installation of electronic, electric, computer and instrumentation equipment, in particular for navigation and sailing race.
They apply without limitation or restriction to all the Provider’s sales and services, whatever provisions might exist on the Customer’s documents, in particular their general terms of purchase.
In accordance with regulations, these General Terms of Sale are notified to any Customer to enable them to place an order with the Provider.
Any ordering of Products or Services by the Customer implies his acceptance of these General Terms of Sale.
Any information contained in catalogs, brochures, folders, and pricelists of the Provider are merely indicative and adjustable at any time without notice being required, the Provider being in right to make any changes considered valuable.
In accordance with regulations, the Provider reserves the right to make exceptions to some of the provisions of the General Terms of Sale, based on negotiations with the Customer and by establishing Special Terms of Sale.
These General Terms of Sale supersede all previous General Terms of Sale.
ARTICLE 2 - Orders
2-1 Order placement
Unless otherwise agreed to, quotes made by the Provider remain valid 30 calendar days from the date they are sent to the Customer.
Orders must be placed in writing by means of a quote or a contract submitted by the Provider (with the current General Terms of Sale attached) and duly signed by the Customer.
Any acceptation of quote or signed contract must be accompanied by a deposit which amounts are described in that quote or contract, except agreement duly signed by both parties
2-2 Modification of order
Any modifications to an order placed by the Customer can only be taken into account, within the limits of the Provider’s possibilities and at his sole discretion, if they have been notified in writing at least thirty days before the expected date for the delivery of the Products or provision of the Services ordered, and after the Customer has signed a new quote.
2-3 Cancellation of order
In case of cancellation of an order by the Customer for whatever reason, apart from force majeure, any deposit paid will remain the property of the Provider and will not be reimbursed. Failing the payment of a deposit, an amount equivalent to 40% of the total price excluding tax for the products or services will be charged by the Provider and invoiced to the Customer, by way of damages suffered by the Provider.
ARTICLE 3 - Rates
3-1 General rules
Products and Services are provided at the prevailing rates on the day of the signing of the quote, according to the Provider’s scale, and where appropriate according to the sales proposal addressed to the Customer. These rates are binding and non revisable for the period in which they are valid.
The rates are net, free of taxes. They do not include additional costs such as packing, handling, shipping, environmental taxes, possible custom fees and insurance which remain at the cost of the Customer.
The VAT is added to the amount, at the rate and according to tax provisions prevailing under French law. Ex-tax invoicing shall apply only if the Customer produces adequate supporting documents, the Provider reserves the right to deny the request without entailing the cancellation of the Customer’s order. In case of reconsideration by the tax administration, the Provider shall rebill the Customer for the VAT amount.
Special rate conditions may apply depending on the Customer’s specific requests concerning terms and delivery deadlines, or conditions and deadline of payment. In which case, the Provider will send the Customer a specific rate offer.
The Provider issues and sends an invoice to the Customer who has signed the quote
3-2 Specificities applicable to services
All services requested by the Customer shall be billed, including but not necessarily limited to: technical preparatory meetings, consulting and engineering, installation of equipment, start-up technical assistance, training of Customer’s staff, etc. The statement of hours worked shall be proved by any means.
3-3 Price scale
The price of high tech products sold by the Provider varies and changes depending on the Customer’s requirement and will be forwarded on demand.
The hourly labor rate excluding tax applicable to the Customer will be forwarded to him upon his first request.
3-4 Additional expenses
The Provider’s expenses (traveling, accommodation and meals, night or weekend work, etc.) will be paid by the Customer and will be payable upon receipt of the invoice.
3-5 Discounts, rebates and payment deductions
The Customer will be entitled to discounts and rebates according to the terms and conditions of a written agreement between the parties at the time of the sales negotiation, determined by nature and volume of services and/or products invoiced.
ARTICLE 4 - Terms of payment
4-1 Payment Terms – Discount – Compensation
By default, payment for products and services will be payable as follows :
An advance payment amounting to 40% of the total cost including taxes upon order;
Balance payable in a single instalment within 15 days from the billing date. This period of calendar days will show on the invoice sent to the Customer.
The Provider will not be required to deliver the products or services if the Customer does not comply to the terms and conditions listed above.
By way of derogation, the provider and the customer may agree on different terms of payment, but only according to the terms of an agreement duly signed by both parties.
No discount will be granted by the Provider in case of payment before due date or within a deadline shorter than the one indicated in the General Terms of Sale.
No compensation can be made by the Customer between possible penalties at the cost of the Provider and amounts owed by the Customer to the Provider.
4-2 Late penalty fees
Any late payment will automatically results in the following consequences, at the provider’s discretion, without the need for any formality or prior formal notification, and without prejudice to any further claim by the provider:
application of late penalty fees at the legal rate increased by 10 points on the total amount including taxes stated on the invoice,
immediate obligation to pay the amounts due,
provider’s right to suspend the delivery of ordered services and the performance of his obligations,
payment by the customer of a fixed sum of 40 euros, as compensation for recovery costs, without prejudice to an additional compensation if the recovery costs actually incurred exceeded that amount.
ARTICLE 5 – Deliveries of products and Provisions of services
5-1-1 Delivery time
Products are delivered within a maximum of sixty days of signing the quote giving the amount of the deposit payable on that date.
This period of time is not a strict limit of time and the Provider will not be held liable with regard to the Customer if the delay does not exceed sixty days.
In case of a delay exceeding that period, the customer may request termination of the sale. Any down payments made will be refunded to him by the Provider.
The Provider will not be held liable in case of a delay attributable to the Customer or in case of force majeure.
5-1-2 Place of delivery
By default, delivery is made at the Provider’s premises by handing over the product to the customer. At the customer’s request, the product is delivered at a location chosen by the customer: shipping is at the cost of the customer and the carrier is chosen by the Provider. If the Customer wishes to impose the carrier of his choice, he must notify the Provider in writing ; in that case, products will be shipped at the risks of the Customer, the Provider will be deemed to have fulfill his obligations of delivery upon remittance of the ordered goods to the carrier who accepted them unreservedly ; the customer will, then, not be able to make any warranty claim against the Provider in case the ordered Products are not delivered or are damaged in transit or during handling.
5-1-3 Receipt and complaints
The customer is required to check the products delivered by the carrier selected the Provider. Unless explicit reservations are made in writing and along with the delivery receipt, within three days from the delivery date, the products delivered by the Provider will be deemed to comply, in quantity and in quality, with the order.
No claim will be accepted if these formalities and deadlines are not complied with by the customer.
Upon a lack of conformity duly proven by the customer, the Provider will replace the products as quickly as possible and to his expense.
In case of restriction on exportation of some of the products, the customer will have to supply the Provider all the necessary authorizations and all information pertaining to intermediates and users of these products. All expenses are the customer’s responsibility.
5-2-1 Delivery time
Requested services will be provided in a timely manner according to the Provider’s possibilities. Any other time limit can only be determined by the terms of a contract duly signed by both parties.
The Provider will not be held liable in case of a delay or an interruption attributable to the customer or in case of force majeure.
5-2-2 Place of delivery
Services are provided at the location requested by the Customer. In case of specific request by the Customer regarding the terms of provision of Services, duly agreed to in writing by the Provider, the costs incurred will be subject to an additional specific invoice, based on a quote previously agreed to by the Customer.
The Customer assumes all consequences of goods installation/services that are not in compliance with cautions, prescriptions and instructions of the Safety Policy transmitted by the Provider.
5-2-3 Receipt and complaints
Unless explicit reservations are made by the Customer at the time the Services are delivered, those services will be deemed to comply, in quantity and in quality, with the order. The Customer has three days from the delivery date to send such reservations or complaints in writing to the Provider, with all supporting documents.
No claim will be accepted if these formalities and deadlines are not complied with by the customer.
Upon a lack of conformity duly proven by the customer, the Provider will correct the service as quickly as possible and to his expense, according to the appropriate terms and conditions agreed to by the Customer.
ARTICLE 6 - Transfer of ownership – Risk transfer
6-1 Title retention clause
The transfer of ownership of Products to the customer will be effective only after full payment of the price, regardless of delivery date of said Products. The Provider retains ownership of Products sold until full payment of the price by the customer, allowing him to regain possession of these products. Any down payment paid by the customer will be retained by the Provider as compensation, without prejudice to other actions he may undertake against the customer.
6-2 Risk transfer
The transfer of the risks of loss and deterioration of the Provider’s products will be effective upon delivery and reception of these goods by the customer. The customer undertakes to have the products ordered from the Provider insured at his expense, by an ad hoc insurance and by an insurance company known to be solvent, until the transfer of ownership is effective.
ARTICLE 7 – Warranty – Liability
7-1 Legal warranty ʺproductsʺ and ʺservicesʺ
The provider certifies that Products and Services conform to the order. The burden of proof regarding any potential non-conformity rests with the Customer.
The provider does not guarantee the absence of defects in the conception and manufacturing of the goods. The Customer declares that the equipment is in sound condition and makes his personal business of all design flaws, while retaining all his rights to warranty recovery from the manufacturer of the Equipment.
7-2 Commercial warranty ʺproductsʺ and ʺservicesʺ
The equipment is guaranteed according to the conditions provided by the manufacturer; return shipping is at the customer’s expense.
The laying and wiring of the equipment are guaranteed for a two-month period from the invoice date. The Customer will notify the Provider by any means undisputable. The Provider will diagnose the problem within 15 days of the notification, free of charge except for the travel expenses which are the responsibility of the Customer. Following the diagnosis, the Provider will provide the repair at his own expense, except in the cases referred to below under the clause ʺdisclaimer of warrantyʺ for which the repair will be carried out at the customer’s expense, based on an agreed estimate. Once the contractual warranty expires, all expenses incurred (travel, diagnosis, repairs) will be at the Customer’s expense, based on an agreed estimate.
7-3 Disclaimer of warranty
All warranty is excluded in case of abnormal use of the equipment by the Customer, error in Customer’s manipulation, negligence or failure to perform required maintenance, use of non-suitable supplies, normal wear of the equipment, failure to conform to the manufacturer’s or provider’s provisions, lack of inspection or maintenance, intervention by a third party not approved by the Provider, to repair the equipment. Any warranty is excluded in case of deterioration or accident resulting from impact, fall, accident at sea, force majeure.
The Provider will not be held liable under these conditions if the non-performance of his obligations is attributable to a third-party even if foreseeable, to the fault of the Customer, or due to a force majeure as defined by French law or to any event which has not reasonably been under the exclusive control of the Company.
The Provider will not guarantee a product installation realized by third parties.
In the event that the Company is held liable for damages suffered by the Customer and attributable exclusively to the product or service purchased, the liability is limited to the full purchase price.
Any claim against the Company by the Customer must be submitted within 6 months following the event that gave rise to the claim.
ARTICLE 8 – Enforceability of a contact
In case of unforeseeable circumstances beyond the parties’ control during the contract agreement, pursuant to Article 1195 of the French Civil Code (which states: If a change of circumstances that was unforeseeable at the time of the conclusion of the contract renders performance excessively onerous for a party who had not accepted the risk of such a change, that party may ask the other contracting party to renegotiate the contract. The first party must continue to perform his
obligations during renegotiation. In the case of refusal or the failure of renegotiations, the parties may agree to terminate the contract from the date and on the conditions which they determine, or by a common agreement ask the court to set about its adaptation. In the absence of an
agreement within a reasonable time, the court may, on the request of a party, revise the contract or put an end to it, from a date and subject to such conditions as it shall determine), the Party who didn’t accept to assume a risk excessively onerous may ask the other contracting party to renegotiate the contact.
ARTICLE 9 - Intellectual property right
The Provider remains the sole owner of all intellectual property rights on the studies, models, plans and any documents undertaken at his own initiative or at the Customer’s request. The Customer will refrain from any reproduction, exploitation, or communication of said documents to third parties, without prior formal written agreement from the Provider who can make it conditional on financial compensation.
ARTICLE 10 – Intuitu personae
Any change in the legal position of the Customer must immediately be notified in writing to the Provider who may cancel the current order or demand changes to the terms of payment.
ARTICLE 11 – Disputes
In case of dispute relating to the validity, performance, interpretation or termination of the agreement, power of jurisdiction is expressly attributed to the appropriate court of the jurisdiction of BREST, notwithstanding a plurality of respondents or collateral, even for emergency procedures or protective summary procedures or by petition.
ARTICLE 12 - Applicable law – Agreement language
By express agreement between the parties, these General Terms of Sale and the selling and buying transactions arising from them are subject to French law. They are drawn up in the French language. Should they be translated into one or more languages, only the French text would prevail in the event of a dispute.
ARTICLE 13 - Customer’s acceptance
By signing the quote and/or the agreement with the appended terms, the Customer expressly approves and accepts these General Terms of Sale. The Customer declares and admits to have perfect knowledge of them and waives the benefit of any conflicting documents, in particular his own general terms of purchase.