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TERMS OF SALES

Unless otherwise agreed, express and formal and noted in writing, all sales or contracts for services provided are conclude under the provisions of the general conditions specified hereafter. Modification of one or more terms written below by special conditions is only valid for the case for which it has been agreed by the parties. She has no retroactive effect and is not valid for subsequent cases only if she was expressly renewed. Any particular modification does not entail any change to the others conditions which remain strictly applied.

A – FORMATION OF THE CONTRACT

The contract is presumed concluded irrevocably as soon as the acceptation by the purchaser and/or the recipient of the order and the terms of sales.

B – DELIVER

Delays:

Except in cases of major force like wars, riot, terrorist acts, staff strike, bad weather, suspension, interruption or rupture in the supply of raw materials or energy flow, modification of the order, delay of the others body states, the society CLEODE will endeavour to make the delivery in the indicative time planned for at least the substantial part of the order. Under no circumstances, the exceeding of the indicative time-out doesn’t give to the purchaser and/or the recipient the right to cancel his order or claim any kind of damages and interests.

Transfer of risk:

The products are shipped at the risk and peril of the company CLEODE until discharge in a place designated by the purchaser and/or the recipient whose responsibility it is to make any eventual reservations with the carrier within 3 days after receipt the goods either by registered letter or by extra-judicial act.

The risks are transferred to the purchaser and/or the recipient at the delivery of products.

In case of dispute, the purchaser and/or the recipient shall mention the damages on the delivery and confirm his reserves to the company CLEODE in a time of 7 days.

C – RECEIPT OF GOODS ORDERED

Company CLEODE delivers materials and products who meet the design specifications regulated by the purchaser and/or the recipient by signing a delivery order.

D – RETURNS

Company CLEODE not accepts any returns of goods without having previously authorized. Claims must be made in writing registered letter within a time limit of 14 days at reception of the product. If the product deemed defective or not defective, company CLEODE reserves the right to not accept the return if the product is not complete and in its original packaging.

Products returned for repair must be accompanied by the purchase receipt or photocopy of it. They should be complete and in their original packaging under penalty of non-acceptance of the product by the company CLEODE. Costs and risks of return will be borne by the purchaser and/or the recipient.

E – PRICES

Prices are deemed firm and not subject to revision. Payments terms are Cash payment. Unless otherwise stated, port and taxes are extra, whatever the mode of delivery or the geographical location of delivery. Products are invoiced at the current prices at the day of delivery.

Any change in the tax regime services will be reflected in the invoicing of the purchaser and/or the recipient.

In default of payment of any deadlines, other deadlines will become immediately due, even if the settlement is expected by drafts. Cash payments will not result to any discount.

For any amount not paid at maturity date, company CLEODE asked for the payment of interest on late of 1.5 times the legal rate at maturity. The starting point for calculation of this interest default is the first day following the payment limit.

Company CLEODE does not practice discount for early payment.

All order delivered outside the European Union and the DOM-TOM is subject to customs duties which are levied when the package reaches its destination. CLEODE is not required to check and inform the customer of customs duties and taxes. It belongs to the purchaser and / or recipient to ask the competent authorities of his country. These duties and taxes due to the delivery of an item are the customer's responsibility and under its responsibility. The refusal of payment by the purchaser and / or recipient of customs charges causes the cancellation of the order and refund.Transport costs and customs paid by CLEODE to recall the order will be deducted from the amount refunded.

F – GUARANTEES

The materials provided to the purchaser and/or the recipient is guaranteed by the company CLEODE against any malfunction from a risk of conception and/or functioning during a period of 12 months after the delivery charge, is to the purchaser and/or the recipient to prove said defects or flaws. This warranty is applicable in accordance with articles 1641 to 1648 of the Civil Code and in compliance with the statutory warranty. The warranty covers free replacement of equipment and parts affected by a design defect or a manufacturing defect except for apparent defect.

To invoke the benefit of the warranty, the purchaser must inform the company CLEODE in writing and without delay, defects attributed to the material. He must provide to the company CLEODE all ease to proceed to the recognition of these defects and to remedy the situation. Guarantees of the company CLEODE are strictly limited to the equipment provided and shall have to effect only the replacement or repair at his own expense, in his workshops, of all the parts placed in service due to defects or flaws, the company CLEODE reserves the right to modify the devices for satisfy these guarantees.

The warranty does not apply to replacements or repairs resulting from normal wear and tear of equipment and machinery, materials and products, damage and injury arising from negligence, lack of supervision or maintenance, or incorrect use of equipment, machinery, materials and/or products.

The maintenance service is provided by the company CLEODE with all reasonable care possible in the prior art.

Exchanges pieces or repairs under the warranty can not have the effect of prolonging the time. In no any case, the immobilization of equipment cannot be eligible for compensation for any reason whatsoever. The seller is discharged from any obligation relating to the guarantee if modifications are made to the supply without is express consent, or if foreign pieces in its fabrication have been without his knowledge substituted at original pieces. In case of unforeseeable damages caused by the equipment sold by the seller, it is expressly agreed that the seller will be liable at maximum for the reimbursement of the price paid received for the equipment purchase in case it would be destroyed. In no any case the seller shall be held for responsible for the indirect or contingent damage.  The seller disclaims itself from any responsibility and the purchaser waives all claims against him if an accident or damages are caused directly or indirectly to the purchaser, due to a defect, to misuse, improper maintenance or normal wear and tear of the equipment sold.

G – RESERVE PROPERTY

IT IS EXPRESSLY AGREED THAT THE PRODUCTS REMAIN THE PROPERTY OF THE COMPANY CLEODE UNTIL FULL PAYMENT OF THE PRICE, COSTS AND TAXES, WHICH ONLY OPERATE THE TRANSFER OF OWNERSHIP.

AS SUCH, THE PURCHASER AND/OR RECIPIENT AGREES TO TAKE ALL MEASURES TO AVOID DISTRACTION, PLEDGE OR SEIZUREBY THIRD PARTIES. THEY MAY NOT BE CEDED BY THE CLIENT DURING THE PERIOD OF VALIDITY OF THE TITLE RETENTION CLAUSE

 N CASE OF NON PAYMENT, THE COMPANY CLEODE WILL BE IN RIGHT TO TAKE BACK THEIR EQUIPMENT DELIVERED UNDER THAT LEGISLATION, IT WILL BE THE SAME FOR SOFTWARE DESPITE THE ABSENCE OF TRANSFER OF OWNERSPHIP.

H – SOFTWARE PACKAGES PROPERTY

In accordance with the laws of the 11 March 1957 and the 3 July 1985, the purchaser and/or the recipient is prohibited from making any copies other than those authorized under this legislation. Generally, it is prohibits any act which may infringe the rights of authors or right holders. He agrees to respect the software property rights which have been the subject of a command to the company CLEODE.

I - CANCELLATION

The company CLEODE reserves the right at any time to declare the cancellation of all or a part of the order and immediately suspend the of services or ongoing sales in case of default on a contract by the purchaser and/or the recipient. In such a case, company CLEODE not be held to any compensation for direct or indirect damage that could happened to the purchaser and/or the recipient.

This cancellation can take place 15 days after sending by the company CLEODE a notice to pay by registered letter with acknowledgement of receipt without the need to obtain court order. The company CLEODE, furthermore, reserves the right to invoice the price of  the hardware an/or the software to the install remainder, surcharged on a lump indemnity and definitive extra of 25 %  HT of the balance of the contract for compensation for damages resulting from the immobilization of the installation team and study and estimation costs.

J – RESPONSIBILITIES

The purchaser and/or the recipient acknowledges having been informed sufficiently against any cons-indication, limit, potential risks and constraints of the product or equipment provided by the company CLEODE. Therefore, the responsibility of the company CLEODE is limited to the service defined by the order and is excluded for:

  • The non-conformity with the convention of us or improper or inadequate maintenance,
  • The normal wear and tear,
  • The non-adaptation of external elements to the provision of the company CLEODE,
  • Sabotage, interruption in the telecommunications service, failures or variation of electric current,
  • Any case of absolute necessity.

 

K – PARTIAL INVALIDITY

If, as a result of legal or regulatory provisions declared by a competent court, some stipulations of this contract are held to be invalid, the others stipulations will keep their force and effect.

L - LAW AND ATTRIBUTIONOF COMPETENCE

THESE GENERAL TERMS OF SALES AND SERVICES ARE SUBJECT TO FRENCH LAW.

THE CHOICE OD RESIDENCE IS MADE AT THE REGISTERED OFFICE OF THE COMPANY CLEODE.

BEFORE ANY CONTENTIOUS ACTION, THE PARTIESSEEK AN AMICABLE AGREEMENT. IN CASE OF DISPUTE CONCERNING THE EXECUTION OF THESE CONDITIONS ABOVE INDICATED, THE COMMERCIAL COURT OF THE REGISTERED OFFICE OF THE COMPANY CLEODE WILL BE THE ONLY COMPETENT.

THIS CLAUSE IS APPLICABLE EVEN IN CASE OF EMERGENCY PROCEEDING, INCIDENT REQUEST AND WHATEVER THE MODE AND TERMS OF PAYMENT, WITHOUT THE JURIDICTION CLAUSES CAN EXIST IN THE DOCUMENTS OF THE PURCHASER AND/OR THE RECIPIENT, CAN BE AN OBSTACLE TO THE APPLICATION OF THIS CLAUSE.

M – SUPPORT :

The purchaser of the equipment has a basic technical support including:

 

Call the standard at +33 (0) 296 486 818 and ask for support service.

We offer the possibility to extend this support by purchasing a support contract. For this, contact our sales department at : commercial@cleode.com