TERMS & CONDITIONS
GENERAL TERMS AND CONDITIONS OF SALE
Unless otherwise expressly agreed in writing, all sales are subject to the following conditions:
1.1- The conclusion of a sales contract implies the acceptance by the customer of these general conditions. These terms and conditions prevail over any other terms and conditions of purchase of the customer, unless JENOPTEC expressly accepts in writing any modifications proposed by the customer, which would then constitute special conditions. Unless otherwise agreed, special conditions accepted for additional supplies shall not be extended to the main order or to other subsequent orders.
In case of contradiction between the general terms and conditions of sale and the general terms and conditions of purchase, the present terms and conditions of sale shall prevail over any terms and conditions of purchase, even if they are later in date. They can only be modified with the written agreement, countersigned by a duly authorized representative of JENOPTEC.
1.2- Your orders must be sent to us by fax, e-mail or mail. The orders can result either from an estimate which the customer accepts, or from an order which we confirm under the conditions described below.
The customer's order is not binding for JENOPTEC. The contract is only formed after JENOPTEC has accepted the customer's order in writing in an order confirmation. If our order confirmation contains changes to the customer's order, the contract will be formed by the customer's written agreement received by fax, email or mail within 48 hours from the date of our order confirmation, the silence kept by the customer beyond these 48 hours being considered as acceptance of our changes.
A flat rate of 70 euros excluding taxes will be applied for participation in the costs of files and processing for all orders under 250 euros excluding taxes.
The amount of the shipping costs will be calculated according to the weight and the destination. It will be communicated to the customer via the order confirmation or the estimate.
For any specific request including studies and researches, a fixed price will be applied taking into account the time necessary for the researches and developments.
A MOQ is applicable for fiber optic cables produced by us.
For all cables in stock, a MOQ is also applicable in addition to a cutting fee.
The customer accepts that we can deliver the product he ordered with slight differences, nuances compared to the photos, sketches and technical characteristics presented resulting from the evolution of the product, as long as this evolution does not decrease the technical performances of the products. As a result, our photos and sketches have no contractual value.
3- RETENTION OF TITLE CLAUSE
By express agreement, the material or service sold remains the property of JENOPTEC until full payment of the invoice, in principal and accessories, even in case of granting of payment deadlines. The transfer of ownership to the customer shall only take place after the last payment has been made.
As long as the ownership of the material or service has not been transferred to the customer, the customer shall not modify, process or resell the delivered product or grant any rights whatsoever to a third party on the delivered product without the prior written consent of JENOPTEC.
By express agreement, JENOPTEC may exercise its rights under the present retention of title clause, for any of its claims, on all of its products in the possession of the customer, the latter being conventionally presumed to be those unpaid, and JENOPTEC may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate sales in progress.
4.1- The sale of products and the publication of all information or technical data relating thereto are subject to industrial property rights or literary or artistic property.
4.2- Buyer warrants to Seller that the designs and specifications provided by Buyer to Seller will not infringe any industrial or literary and artistic property rights, or more generally will not infringe any rights of any person in connection with the manufacture and sale of the products by Seller.
4.3- The Buyer expressly undertakes in this respect to indemnify and hold harmless the Vendor from any claim for payment of royalties, and more generally from the pecuniary consequences of any claims whatsoever, including costs, expenses and fees incurred in defending such claims, relating to any actual or alleged infringement of any industrial or literary and artistic property rights, and more generally of any rights whatsoever of any third party, in connection with the manufacture or marketing of the products, arising within the scope of the foregoing provisions (4.1) and / or (4.2) above.
5- SHIPPING - PACKAGING - STORAGE - TRANSFER OF RISK
5.1- The prices of our products are given for products packaged in standard packaging, and our prices and other conditions are ex-works.
5.2- Notwithstanding the reservation of ownership, the transfer of risks of loss and deterioration of the products takes place from the date of delivery and receipt of the products by the Buyer.
In particular, the customer will take all measures to ensure the proper receipt of the goods.
In case of damage, it is the sole responsibility of the customer to make all necessary reservations with the carrier. Any product that has not been the subject of reservations by registered letter with acknowledgement of receipt within three (3) days of receipt from the carrier, in accordance with Article L133-3 of the Commercial Code, and a copy of which will be sent simultaneously to JENOPTEC, will be considered accepted by the customer.
'In order to protect JENOPTEC's rights, the customer agrees to' take out insurance at its own expense with a reputable organization for the benefit of JENOPTEC in order to cover all risks that may affect the products purchased and not yet fully paid for, and in particular, the risks of damage and loss.
5.3- In case of international sales: the applicable incoterms rules will be defined beforehand, between the seller and the buyer, in order to determine the conditions of routing and delivery of the goods, the point of transfer of the expenses concerning the transport, insurance and customs charges if necessary, the point of transfer of the risks and the documents, in particular of transport, due by the seller to the buyer.
5.4- Our products, such as our fiber optic cables on reels, must be stored upright and protected from humidity and heat.
6.1- The prices appearing on our tariffs and on our website are established according to the existing economic conditions and are revisable at any time until the confirmation of the order or the estimate which we address to the customer.
6.2- The prices invoiced are therefore those of the price list in force on the day of the order confirmation or the estimate.
6.3- Any price changes can in no case be a reason for termination of the order.
7- DELIVERY TIMES
7.1- Delivery is made to the address indicated by the customer. JENOPTEC is automatically released from any commitment relating to these deadlines in the following cases:
-The terms of payment have not been observed by the customer;
-The information or documents to be provided by the customer have not arrived in due time, despite reminders from JENOPTEC.
The deadlines are given in good faith and as an indication, under the conditions known on the day of the offer. Any request by the customer to shorten a deadline may imply a price change after express agreement by the customer.
The customer renounces to take advantage of the possible delays to cancel, modify the order or claim any damages for any reason whatsoever.
8- FORCE MAJEURE
Cases of force majeure shall suspend the obligations due under this contract. If the cases of force majeure have a duration of more than 1 month, the present contract will be automatically terminated.
Events beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, shall be considered as force majeure or fortuitous events, insofar as their occurrence renders the performance of the obligations totally impossible.
By express agreement, such causes shall include, but not be limited to: total or partial strikes, internal or external to the company, lockouts, failure of equipment manufactured by a supplier that is not JENOPTEC, bad weather, epidemics, blockages of means of transport or supply, for whatever reason, earthquake, fire, flood, water damage, governmental or legal restrictions, legal or regulatory changes in the forms of marketing.
9- TERMS OF PAYMENT - INTEREST ON ARREARS - PENALTIES
9.1- Unless otherwise agreed in the order confirmation or in the quotation accepted by the customer, the goods or services are payable on the due date agreed between the parties, even if the execution of the order has given rise to a complaint or dispute.
No discount for early payment will be granted. LATE PAYMENT MAY RESULT IN IMMEDIATE ACCOUNT CLOSURE AND/OR TERMINATION OR SUSPENSION OF ALL OUTSTANDING ORDERS AT JENOPTEC'S DISCRETION.
In the event that full payment is not received by the date agreed between the parties, the seller reserves the right to take back the goods delivered at the customer's expense.
Any payment made after the due date shall automatically and without prior notice result in the payment of late penalties at the rate of 10% per annum.
A fixed penalty of 40 euros will be due to the creditor for any payment made after the due date. However, if the amount exceeds this sum of 40 euros, all the collection costs necessary to obtain payment of the due dates will be borne by the buyer (bailiff's fees, lawyer's fees, procedural fees, etc.) to whom they will be invoiced.
9.2- For any order of more than 30,000 euros excluding VAT and with a lead time of more than 2 months, the price is payable at a rate of 30% when the order is placed, and 70% when the goods are made available, and by bill of exchange accepted at 30 days.
9.3- If different due dates than those defined in this article have been agreed upon, payments in several installments shall be made at the agreed upon terms and times. If the CLIENT has not made the required payment on one of the due dates, the balance of the price shall become immediately and automatically due and payable, even if the due dates have given rise to drafts.
9.4- In all cases, the means of payment adopted must allow for immediate mobilization of our claim.
10- CONTRACTUAL AND LEGAL GUARANTEES
10.1- The contractual warranty period is ONE YEAR from the date of shipment for all products manufactured by JENOPTEC against any material and/or manufacturing defect, whether apparent or hidden. Any warranty is excluded for incidents due to fortuitous events or force majeure.
For products resold by JENOPTEC as is, JENOPTEC does not grant any contractual warranty, but the customer will benefit from any contractual warranty granted by JENOPTEC's supplier to the latter's customers.
10.2- Defects of conformity and apparent defects (Article 1642 of the Civil Code) of the products must be immediately reported to JENOPTEC by registered letter with acknowledgement of receipt sent no later than 8 working days from the day of receipt by the customer. No action will be taken on claims received 8 days after receipt of the goods. In this case, all the customer's warranty claims will be rejected. The warranty is strictly limited to the replacement of defective parts or the replacement of the product, at JENOPTEC's discretion, for apparent defects and non-conformities, without JENOPTEC having to bear any other costs or compensation whatsoever.
If applicable, replacement parts or replaced parts are guaranteed for the remaining warranty period.
10.3- It is agreed that JENOPTEC shall not be liable to Professional Customers for the legal warranty of hidden defects, under any circumstances, and even more so if JENOPTEC was not aware of them (Article 1643 of the Civil Code).
10.4 - With respect to liability for defective products, in accordance with Article 1245-14 of the Civil Code, it is agreed that for damages caused to goods that are not used by the victim primarily for his or her own private use or consumption, JENOPTEC's liability may not be sought by professional customers.
10.5- No return of goods, when possible in application of this article, will be accepted or taken in charge by JENOPTEC without prior agreement of RMA request and written agreement of JENOPTEC on the cause of the return. Only goods received in perfect condition in their original packaging and after inspection and acceptance in our warehouses will be replaced, if this is possible in accordance with this article. The same shall apply to credit notes when JENOPTEC agrees to grant them.
11- CIVIL LIABILITY
JENOPTEC shall not be liable for defects and deterioration caused by natural wear and tear, external accident, negligence, lack of supervision, maintenance, installation, storage, abnormal use, or by modification of the product by the Buyer.
Furthermore, JENOPTEC's liability is limited to defects in its products, but not for defects that occur in connection with the integration or addition of its products to those of other suppliers.
JENOPTEC shall be exempt from any liability if the damage suffered by the customer is due in whole or in part to misuse of the materials, services or programs by the customer or by one of its service providers, or to an incident or failure occurring on customer equipment not supplied by JENOPTEC.
JENOPTEC shall be bound to the client only by an obligation of means under all circumstances. The Parties agree that JENOPTEC shall only be liable in the event of proven gross negligence.
In no event shall JENOPTEC be liable to compensate for indirect damages suffered by the customer under the contract, such as, but not limited to, any commercial loss, loss of customers, loss of orders, loss of data, commercial disturbance, loss of profit, loss of brand image, or action directed against the customer by a third party.
In the event that JENOPTEC is held liable under the contract for direct damages suffered by the client under the contract, the client's right to compensation shall be limited, all causes combined, to the amount of the price received by JENOPTEC for the software products and/or services for which JENOPTEC's liability has been proven.
12- JURISDICTION - APPLICABLE LAW
The election of domicile is made by the Seller at the address of its registered office.
Any dispute concerning the application of these general sales conditions and their interpretation, their execution and the sales contracts concluded by JENOPTEC, or the payment of the price, shall be brought before the Commercial Court of VERSAILLES regardless of the place of the order, delivery, and payment and the method of payment, and even in the event of appeal in warranty or multiple defendants.
The attribution of jurisdiction is general and applies whether it is a main claim, an incidental claim, an action on the merits or a summary proceeding.
The rights and obligations of the parties are governed exclusively by French law.
Any question relating to the present general conditions of sale as well as to the sales which they govern, which would not be treated by the present contractual stipulations, will be governed by French law to the exclusion of any other law, and as a supplementary measure, by the Vienna Convention on the international sale of goods.
The fact that JENOPTEC does not avail itself at a given time of any of the clauses herein shall not constitute a waiver of the right to avail itself of these same clauses at a later date.