EEPI ROBOTICS GENERAL CONDITIONS OF SALE
Article 1 – GENERAL
1.1 – Unless agreed otherwise, specified in our letters, the orders assigned to us and the contracts that we fulfil are subject to these general conditions of sale, which prevail over all conditions of purchase. These general conditions of sale apply to all services provided by our Company.
1.2 – The information in our brochures, rates lists or any other documents is not binding for our Company, as we reserve the right to make any changes to the data provided in these documents.
1.3 – Only orders made by the customer in the form of a contract, or on a headed letter from the customer, by fax, mail or any other legal support in their name or using the forms provided by our Company, will be taken into account, and orders by telephone, expressly pending written confirmation, by the customer.
1.4 – In case of additional orders, the elements of said order (price, schedule, …) are the same as those of our rates list, except for commercial agreements that are specific and validated with the customer. The conditions applying to the initial order are not automatically applied to the additional order.
Article 2 – COMMITMENT OF THE PARTIES
In general, the client and the contractor agree to collaborate actively to ensure the successful fulfilment of the contract. Each party agrees to communicate any difficulty they are aware of, as they occur, to allow the other party to take the necessary measures.
2.1 – The client
To enable the contractor to fulfil the assignment, the client agrees to:
• establish detailed specifications that will not be modified after the approval of the contractor, unless agreed by the parties. Should said changes entail substantial modifications to the initial specifications, they will be invoiced in addition to the initial estimate.
• provide the contractor with a purchase order or written confirmation (dated and signed) in accordance with the terms of the price list or estimate provided.
• provide all of the drawings and written documents required for the successful fulfilment of the contract (particularly in the correct formats that can be used on the agreed media) and inform the contractor of any elements that are not public domain, so that the contractor is always in a position to consider, if necessary, acquiring the relative copyrights. Only the client can be held liable in this regard.
• actively collaborate towards the success of the project by providing the contractor with all of the information and documents necessary to be properly aware of the needs and fulfil the performance of the services.
• strictly comply with the technical and creative instructions set forth by the contractor.
• guarantee the contractor from any claims that may be made against them due to the nature of the data or information (texts, images, sounds) that were provided or chosen by the client.
• pay the sums owed to the contractor according to the schedule.
• inform the contractor of any possible competition with other contractors.
It is customary to give the contractor several copies of the designs.
2.2 – The contractor
• If necessary, the contractor may partake in the drafting of the specifications, jointly with the client.
• The contractor guarantees that the designs are legally available and are not encumbered by the rights of third parties, employees of the contractor or not, for the uses set forth by contract.
• The contractor agrees to inform the client in a regular and effective manner of the progress of the contract and, in particular, through validations submitted to the client.
• In the interest of confidentiality and for the duration of this agreement, including after the termination, for any reason whatsoever, the contractor agrees to keep strictly confidential all information and documents of any kind relating to the client, to which they may have had access in the context of the execution of this contract.
Article 3 – PRICES AND DEADLINES
3.1 – The prices are excluding taxes on the basis of the rate in force on the date of issue of the offer. The applicable taxes are those in effect on the date of invoice.
3.2 – The minimum amount of invoicing is set at 100 € excluding taxes No orders below this amount shall be taken into consideration.
3.3 – Delivery times are provided as a guideline and are not binding whatsoever for our Company. Notwithstanding this condition, our company will do everything in its power to meet the deadlines it indicates.
3.4 – Any claim concerning the delivered material must be sent to the vendor within 8 days of receiving the goods. Any claim made after this deadline will not be accepted. The customer must ensure, upon receipt and before any use, that the delivered material matches the order (or the confirmation, if it is custom material) and the delivery note attached to the consignment. The costs of inspections for unjustified claims are charged to the buyer. Any claim concerning the function of the delivered material must be duly proven. No claim of this type will be accepted if it is not proven. In such a case, the buyer will have to ask the vendor to have a technician examine the exact conditions of use of the sold equipment and see what improvements can be made.
Article 4 – TERMS OF PAYMENT
4.1 – Payments are without discounts and must be made within thirty days of the date of completion of the contract unless otherwise specified in our offers, order confirmations or invoices.
4.2 – Any payment not made on the agreed date to our billing address shall be charged with interest at the rate of 1% per month without prior notification.
4.3 – The method of payment in force is bank transfer or cheque. Any other method of payment requires the prior agreement of our Company.
Article 5 – ADVERTISING RIGHTS
Under the contractor’s moral rights to its design, the client authorises the contractor to mention this design as an example of said contractor’s work in their commercial and advertising documents. It is agreed that in case of a specific client operation, and only if successful, the client may request that the contractor observe a period of confidentiality that can only be applied upon acceptance of said contractor.
Article 6 – TRANSFER OF PROPERTY
The transfer of ownership of the completed works is subject to full payment of the price.
Article 7 – GUARANTEES AND RESPONSIBILITIES
7.1 – The assigned works are carried out in the best conditions allowed by the technologies used by our Company and the indications or originals provided by the customer.
7.2 – Our Company is only bound by an obligation of best efforts. Consequently, the Company agrees to implement, given the current state of its technical means and the price paid by the customer and the general circumstances of the contract, reasonable efforts to achieve as reliable a result as possible.
7.3 – The results of the works are reserved exclusively for the use of the customer of our Company. Our Company will take all necessary precautions for the storage and the conservation of the works until their delivery to the customer. After the delivery of the works to the customer, the Company cannot be held responsible for the loss or destruction of a file.
7.4 – Our company also implements, during the works, the precautions necessary for the storage and conservation of the originals provided by the customer. The originals will be returned to the customer upon the delivery of the works.
7.5 – When there are instructions from the customer to destroy the originals, our company agrees to implement destruction as soon as possible and under conditions that guarantee the confidentiality of the information contained in said documents. If we are instructed to store originals in our care, the cost and the methods of storage will have to be stipulated in an agreement.
Article 8 – LIMIT OF LIABILITY
In any case, the liability of our Company will be limited to the price paid by the customer for the execution of the works.
Article 9 – CONFIDENTIALITY
Our Company will use all reasonable efforts to maintain the confidentiality of the information provided to it in the context of the works carried out for the customer.
Article 10 – FORCE MAJEURE
Our Company cannot be held responsible for delays, errors or damages or for any other shortcoming in the fulfilment of its obligations in the event of force majeure which includes, for example, acts of war, strikes, breakdown of equipment, etc…
Article 11 – BREACH OF CONTRACT
If there is a breach of contract by the client or the contractor prior to completion, the client agrees to formally balance and pay the amounts relative to the current payment schedule, to the items completed or in progress, as well as to any additionally completed services.
All copyrights remain the sole and exclusive property of the contractor, with the exception of data provided by the client. Files and source data created and used by the contractor cannot therefore be claimed by the client without a financial contribution.
The models, and, more broadly, all of the original works, remain under the ownership of the author, including all rejected projects.
These documents must be returned to them undamaged and at their request.
11.1 – Unfitness for work
In case of unfitness for work, as a result of illness or accident, the contractor reserves the right to terminate this contract, and/or modify the current payment schedule without the client having any right to claim compensation. It is agreed that the contractor must notify the client from the first business day of their condition of unfitness.
11.2 – Limitation of liability
The contractor will be released from all liability for the services upon final delivery. If this contract could not be fulfilled in whole or in part due to causes beyond the control of the contractor, said contractor cannot be held liable. In all cases, any liability of the contractor may not result in any compensation greater than the amount paid by the client for the services provided for in this contract. The contractor will provide its services in accordance with professional standards, it is expressly agreed that they will only be held to a general obligation of best efforts.
Article 12 – MISCELLANEOUS
12.1 – No modification of these general conditions of sale will be valid if it has not been written between our Company and the customer.
12.2 – The possibility of voiding part of the provisions of these general conditions of sale cannot affect the validity of the other conditions.
12.3 – The non-application, by our Company or by the customer, of the rights specified in these general conditions of sale does not constitute a waiver of these rights.
Article 13 – ATTRIBUTIVE JURISDICTION CLAUSE
Any dispute, of any kind whatsoever, relating to the formation or execution of sales or service contracts subject to these terms and conditions falls within the jurisdiction of the courts of STRASBOURG.
Article 14 – APPLICABLE LAW
The vendor and the buyer expressly agree that these conditions and their methods of application will be subject to the rules of French law. In the eent of dispute, particularly on technical matters, the vendor and the buyer agree to seek, before any proceedings, an amicable settlement through a recognised expert of the profession which they have appointed through mutual consent.