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ARTICLE 1 - GENERAL INFORMATION

1.1 These General Terms and Conditions of Sale (GTC) are systematically sent or given to each buyer to enable them to place an order. They constitute the sole and entire agreement between Intronix Systems (hereinafter ‘IS’) and the buyer and are decisive for IS's consent.

1.2 These General Terms and Conditions of Sale are intended solely for professional purchasers (hereinafter referred to as ‘the Purchaser’), to the exclusion of any consumer or non-professional user.

1.3 Any order automatically implies acceptance of these General Terms and Conditions of Sale and, where applicable, any special conditions specified at the time of ordering.

1.4 These General Terms and Conditions of Sale shall prevail over any other terms and conditions contained in any other document. The Buyer may not invoke any contradictory document, in particular its own general terms and conditions of purchase.

1.5 Any addition, modification, derogation or special condition to these General Terms and Conditions of Sale, regardless of its scope or nature, must be expressly accepted in advance in writing by IS.

1.6 Only qualified representatives of IS may create obligations on its behalf.

1.7 Any order between the Buyer and IS is not transferable, unless IS has given its express prior written consent.

ARTICLE 2 - ORDERS

2.1 Unless otherwise specified, offers made by IS shall remain valid for thirty (30) days following their date of issue. The contract is only concluded by means of a purchase order from the Buyer that is identical to IS's offer and confirms all of its elements (reference, price, quantity, delivery time, etc.) (hereinafter ‘the Contract’).

2.2 In the event of an order from a Buyer without a prior offer from IS, the Contract shall only be formed after acceptance of the order by IS.

2.3 All orders are only offered or accepted subject to the express and decisive conditions of stock availability and production and, for prices and delivery times, in accordance with the provisions of Articles 3 and 5 of these General Terms and Conditions of Sale.

2.4 Any Contract concluded in accordance with Articles 2.1 and 2.2 may not be cancelled or modified at the Buyer's request, unless IS expressly agrees in writing. In any event, IS's acceptance of a request to modify the order may only be implemented after the Buyer has paid the total amount of expenses already incurred by IS on the date of the modification request. In the event of cancellation of the order by the Buyer, the deposit paid shall in all cases remain the property of IS.

2.5 IS reserves the right to refuse any order for an amount less than 500 Euros or for a quantity that does not comply with the packaging or packing units specified by IS. IS reserves the right to modify these thresholds.

ARTICLE 3 - PRICES - PRICE CHANGES

3.1 The prices indicated on price lists, offers or any other document are in euros, exclude taxes and are Ex-Works (ICC 2010).

3.2 They are established on the basis of the economic and fiscal conditions in force and the prices communicated by the manufacturers. IS reserves the right to modify its prices at any time until the contract is concluded in accordance with Article 2 above, provided that the Buyer is informed prior to placing their order. The new prices shall apply to orders received after the price change.

3.3 The price does not include waste disposal (WEEE), which is the responsibility of the Buyer.

ARTICLE 4 - PAYMENT TERMS

4.1 Payment is accepted in euros only, unless IS has given its prior written consent. In the event of payment in a currency other than the euro, any additional costs relating to such payment shall be borne by the Buyer. The price is payable within thirty (30) days of the invoice date.

4.2 Any payment made within fifteen (15) days of the invoice date entitles the Buyer to a discount equal to 0.7% of the pre-tax amount of the order. This discount does not apply in the following cases: late payment by the Buyer for previous orders (i), payment by bill of exchange (ii) or payment for services, whether or not they are related to the purchase of products (iii).

4.3 In the event of failure to pay any instalment, all IS receivables shall become immediately payable, without any prior procedure or formal notice. Any amount not paid on its due date shall automatically incur late payment interest equal to the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. These late payment penalties shall be payable without the need for a reminder. In addition to this late payment interest, in accordance with Article L.441-6-I of the French Commercial Code, a fixed compensation fee of forty (40) euros shall be payable as of right in the event of an invoice not being paid by the due date.

If the Buyer fails to fulfil its obligations, IS may suspend the performance of its obligations, unless the Buyer provides satisfactory guarantees or cash payment prior to delivery of the products. In the latter case, it is specified that no discount or rebate will be granted. In addition, IS reserves the right to cancel any orders in progress that have not yet been delivered and to suspend any future deliveries.

4.4 Unless IS expressly agrees to authorise payment by other means, payment shall be made exclusively by bill of exchange.

4.5 For all international deliveries, the Buyer undertakes to provide IS with a letter of credit.

In any event, the bill of exchange must comply with the rules and customs relating to documentary credits (ICC 2007).

4.6 IS reserves the right to request advance payments or guarantees in the event that the Buyer's ability to pay is affected or in the event of doubt as to the Buyer's solvency.

4.7 The Buyer may only delay payments with the express prior consent of IS.

ARTICLE 5 - DELIVERY TIMES

5.1 Unless otherwise specified in the Contract, the delivery times indicated by IS are provided for information purposes only. IS shall endeavour to comply with them. However, exceeding them shall not result in cancellation of the order or compensation.

5.2 Any penalty clause for late delivery included by the Buyer in its order shall be null and void.

5.3 The Buyer expressly agrees to accept partial deliveries.

ARTICLE 6 - DELIVERY - COSTS - TRANSFER OF RISKS

6.1 For orders delivered abroad, deliveries are made according to the Ex-Works or FCA Incoterms (ICC 2020), unless otherwise agreed between IS and the Buyer. The Buyer is therefore liable for transport costs and customs duties. Where applicable, the Buyer undertakes to pay, upon receipt, all taxes, duties, levies and other charges, present and future, due in respect of the delivery of the products, IS not being liable in this respect at any time.

For orders delivered in a single shipment to an address in mainland France, delivery is free of charge.

For deliveries in mainland France, a flat-rate contribution of €20 excluding VAT is charged for all orders less than or equal to €1,500 excluding VAT.

6.2 The Buyer bears all risks and dangers associated with the goods from the moment they are loaded at IS's warehouses.

6.3 The Buyer or any person acting on their behalf is responsible for checking the condition of the goods upon delivery. In the event of missing or damaged products during transport, the Buyer must make all necessary reservations on the order form upon receipt of the said products. Pursuant to Article L.133-3 of the French Commercial Code, these reservations must also be notified to the carrier by registered letter with acknowledgement of receipt within three (3) days of delivery. The Buyer must also notify IS of these reservations by registered letter with acknowledgement of receipt. Failure to do so will result in the Buyer being unable to make any claim against IS for apparent defects.

6.4 These clauses are applicable between the parties regardless of the mode of transport used: land, sea, river, air, post, etc.

6.5 All complaints concerning the quality of the equipment must, in order to be taken into consideration, be made in writing and comply with the provisions of Articles 9.2 and 9.3.

6.6 In the event of a return accepted by IS, the latter may, at its discretion, either repair the equipment recognised by it as defective or credit the Buyer with the net price invoiced. All returns of equipment shall be made carriage paid.

ARTICLE 7 - RETENTION OF TITLE

7.1 IS retains ownership of the products until full payment of the principal and ancillary costs. In the event of non-payment of the price of the products by the due date, IS may at any time demand the return of the delivered products, at the Buyer's expense and regardless of who is in possession of them.

In the event of transformation or incorporation of the products, the transformed products or the goods in which they are incorporated shall become the pledge of IS until full payment of the price. The Buyer undertakes to disclose the existence of the retention of title to third parties to whom it resells the products, either as they are or incorporated into a whole.

7.2 In the event of the return of the products under this article, any deposits received by IS shall be retained by IS as liquidated damages.

7.3 In the event of the Buyer's receivership or liquidation, IS may claim the unpaid price or the goods in kind from the debtor and sub-purchasers whose contact details are provided by the Buyer or the beneficiary, either spontaneously or upon IS's first request as soon as the goods are transferred to the sub-purchaser. The guarantee of repurchase of unpaid serial products shall apply to identical products still in stock, without IS having to prove the identity between the delivered and unpaid products and those still in stock at the Buyer's or beneficiary's premises. IS's supplies remain its property until full payment for the goods has been made.

ARTICLE 8 – PRODUCT CHARACTERISTICS – CERTIFICATES

8.1 IS reserves the right to modify all or part of the products provided that such modifications do not affect the functions of the products, and shall inform the Purchaser of such modifications in advance of the order.

8.2 Certain CECCs (or other certificates) may be issued free of charge upon request. CECCs or certificates requiring significant research and time investment will be subject to a quote upon request.

ARTICLE 9 - WARRANTY

9.1 IS warrants the products against any functional defects arising from the product design for a period of twelve (12) months from the date of delivery.

This warranty is limited to the replacement of defective products. IS may freely choose between replacing or repairing the product, it being specified that IS's interventions on the products do not automatically extend the warranty.

Failure to pay all or part of the price by the agreed deadline will result in the immediate termination of the warranty.

9.2 In the event of a malfunction or defect in the products, the Purchaser must immediately notify IS's Technical Department in writing of the defect and complete a Return Merchandise Authorisation (RMA) request form available on the website www.intronix-systems.com within three (3) days of observing the defect. This request for authorisation must contain a description of the defect observed in as much detail as possible.

9.3 Once the Buyer has received an RMA number, they must return the defective product to IS's head office. Products must be returned in packaging that protects them properly and at the Buyer's expense.

9.4 Replaced or repaired products are guaranteed for ninety (90) days from the date of repair or replacement.

Replacement products sent to the Buyer are subject to the same contractual conditions as new products purchased.

The warranties provided for in Article 9 apply to replacement products.

Replaced products become the property of IS as soon as they enter IS's warehouses.

9.5 Warranty exclusions:

In any event, IS shall not be held liable if the defect originated in the following cases:

- apparent defects in the products,

- negligence, particularly in the storage and use of the products,

- failure to comply with the instructions for installation or use of the products,

- repairs, alterations, interventions or modifications carried out without the prior written consent of IS,

- products that have become defective beyond the warranty period,

- defects caused by force majeure in accordance with Article 16.

9.6 If a product defect is not repaired by IS within a reasonable period of time, the Buyer may terminate the contract relating to the product in question.

 

ARTICLE 10 – LIMITATION OF LIABILITY

10.1 IS's liability is limited to the provisions of Article 9 above. Except in cases of gross negligence or wilful misconduct, it shall in no event exceed the price paid by the Buyer.  

10.2 IS shall in no event be liable to the Buyer when the products delivered are in conformity with those ordered. Under no circumstances shall IS be held liable to the Purchaser or to any third party for any indirect damage, including operating losses, loss of customers, commercial damage or damage to brand image, resulting from the possession or use of the products.

ARTICLE 11 - EXPORT OF EQUIPMENT BY THE PURCHASER

11.1 In accordance with various national and international regulations, the Purchaser undertakes not to export the goods sold from France other than in compliance with said regulations and after obtaining any necessary licences and authorisations.

11.2 IS declines all responsibility and liability and cannot be held liable for any harmful consequences that may result from the Buyer's failure to comply with the said regulations or to obtain the necessary authorisations. The Buyer undertakes to guarantee and indemnify IS for any damage, costs or liability that the latter may incur in such a case.

ARTICLE 12 - RESTRICTIONS ON USE

12.1 Unless IS has given its prior, express and written consent, the goods sold are not intended for and may not be used in life-support equipment, implants for the human body, nuclear equipment or systems, or for any other use in which a defect in the goods could cause death or serious damage to movable or immovable property.

12.2 IS declines all responsibility and liability and cannot be held liable for any harmful consequences that may result from a breach of the rules of use by the Purchaser, who undertakes to guarantee and indemnify IS for any damage, cost or liability that the latter may incur in such a case.

ARTICLE 13 - INTELLECTUAL PROPERTY AND CONFIDENTIALITY

13.1 All product characteristics, technical documentation and commercial proposals constitute confidential information. The Buyer shall refrain from disclosing them, whether knowingly or unknowingly, to third parties and may only use them for the purposes of operating and maintaining the products.

13.2 The technology and know-how, whether patented or not, incorporated in the products, as well as all industrial and intellectual property rights relating to the products, remain the exclusive property of IS. The Purchaser is granted only a non-exclusive and non-transferable right to use the products. The terms and conditions of use of the software and databases are set out in the accompanying licences. Any right to manufacture or have manufactured spare parts is excluded.

13.3 The Buyer shall refrain from using the IS trademark, unless expressly agreed by IS.

ARTICLE 14 - RECEIPTS AND TECHNICAL ACCEPTANCE

In the event of technical acceptance requested by the Purchaser, this shall only take place under the following conditions:

- agreement between the parties on the invoicing of an additional price,

- prior and joint establishment of the technical acceptance protocol by the Purchaser and IS, based on tests proposed by IS where applicable, and exclusively on the basis of the technical characteristics of the equipment or software covered by the order, which shall be annexed to the contract concluded between the parties in accordance with Article 2.

ARTICLE 15 – TERMINATION

In the event of failure by either party to perform any of its obligations hereunder, the Contract may be terminated automatically thirty (30) days after the sending of a formal notice by registered letter with acknowledgement of receipt, which has remained wholly or partly without effect during this period and which contains a statement by the aggrieved party of its intention to invoke the benefit of this clause, without prejudice to compensation for any direct or indirect damage that may be caused to it by such termination.

The following shall be considered as serious breaches: failure to comply with the payment obligation, any infringement of IS's intellectual property rights, breach of the confidentiality obligation and, more generally, any unfair behaviour prejudicial to IS.

Furthermore, either party may terminate the Contract by giving fifteen (15) days' written notice in the event of an adverse change in the financial or commercial situation of the other party, which could lead to a default in payment.

ARTICLE 16 – COMMUNICATION BETWEEN THE PARTIES

16.1 All notifications and communications between the parties shall only be considered valid if they are sent (i) for those intended for the Buyer, to the Buyer's address indicated on the order form or by email, (ii) for those intended for IS, to IS's registered office.

16.2 Any change of address of one of the parties must be notified to the other party by registered letter with acknowledgement of receipt.

ARTICLE 17 – FORCE MAJEURE

IS shall not be held liable if the non-performance or delay in the performance of any of its obligations described in these General Terms and Conditions of Sale results from a case of force majeure or a fortuitous event within the meaning of Article 1218 of the Civil Code.

The occurrence of a case of force majeure shall result in the immediate suspension of the performance of the Contract. If the case of force majeure continues for more than 30 days, the Contract may be terminated by either party without either party being entitled to compensation.

ARTICLE 18 – UNFORESEEN CIRCUMSTANCES

18.1 In the event of unforeseen circumstances arising after the conclusion of the Contract that render performance excessively onerous for a party that did not agree to assume the risk, the parties shall endeavour to settle any disputes amicably.

18.2 In practice, the most diligent party shall inform the other party of the existence, nature and characteristics of this change by registered letter with acknowledgement of receipt as soon as possible.

18.3 Upon receipt of the aforementioned letter notifying the change, the parties shall meet to find an amicable solution regarding the adjustments to be made to the contract following the aforementioned unforeseeable change in economic circumstances, without either party being able to refer the matter to the courts for a period of sixty (60) days from the notification of the change. During this period, the parties shall continue to perform the Contract under the terms and conditions initially agreed upon.

18.4 If, within the period of sixty (60) days, the parties have been unable to agree on the adjustments to be made to the Contract following the aforementioned unforeseeable change in economic circumstances, the most diligent party may terminate the Contract by giving sixty (60) days' notice.

ARTICLE 19 – PERSONAL DATA

19.1 The Buyer is informed and accepts that by placing an order, IS may store, process and use the data mentioned on the order for the purposes of processing the order, in accordance with the provisions of the French Data Protection Act of 6 January 1978, amended by the Act of 7 October 2017. Failing this, IS will not be able to process the order.

This information is strictly confidential and is intended solely for IS. It is kept for a period of 3 years from the last commercial transaction.

19.2 In accordance with the regulations, the Buyer has the right to access, rectify, erase and transfer their data, the right to restrict processing, the right to object to processing, the right to lodge a complaint with a supervisory authority and the right to give instructions on the fate of the data after their death.

ARTICLE 20 – ASSIGNMENT

The Contract may not be assigned in whole or in part, whether for consideration or free of charge, by the Purchaser without the express prior written consent of IS.

IS reserves the right to assign the Contract without formalities, subject to prior notification to the Purchaser.

ARTICLE 21 – APPLICABLE LAW AND JURISDICTION

21.1 The law applicable to these General Terms and Conditions of Sale and to any Contract concluded between the Buyer and IS relating to these General Terms and Conditions of Sale is French law.

21.2 IN THE EVENT OF A DISPUTE THAT CANNOT BE SETTLED AMICABLY, ALL DISPUTES TO WHICH THESE GENERAL TERMS AND CONDITIONS OF SALE MAY GIVE RISE, CONCERNING THEIR VALIDITY, INTERPRETATION, EXECUTION, TERMINATION, CONSEQUENCES AND FOLLOW-UP, SHALL BE SUBMITTED TO THE COMPETENT COURTS WITHIN THE JURISDICTION OF THE LYON COURT OF APPEAL.

GTC - FF 2329