General Terms and Conditions of Sale
1 | Application of these terms and conditions
The conclusion of this Contract or the signature of a purchase order implies the acceptance by Buyer of the present terms and conditions contained herein including EXTREM’ VISION software licensing conditions except for specific conditions written in a dedicated offer as the case may be. These conditions shall prevail over any purchase conditions of Buyer. The present terms and conditions shall also apply to internet sales of EXTREM’ VISION’s products.
2 | Validity of contract
No order issued by Buyer shall be binding on EXTREM’ VISION unless in writing on Buyer’s purchase order form and after EXTREM’ VISIONs written acceptance or performance.
To be binding any variation between the order and the offer must be formally accepted in writing by EXTREM’ VISION.
NOTE: a certain number of products and equipment sold by EXTREM’ VISION are classified as “sensitive” equipment and may be subject to export control and/ or export restrictions according to the country of final destination. In this regard EXTREM’ VISION shall be entitled not to implement or deliver a specific order in accordance to public order regulations. In this respect EXTREM’ VISION may require prior to any delivery the transmission by Buyer of a valid certificate of incorporation, and/or valid ID documents or any relevant documents.
3 | Effective Date
The Contract shall come into force on the signature date by both parties or at any time before by mutual written agreement of the Parties by signature of the relevant purchase order.
4 | Contractual documents – Order of precedence
The Contract shall be governed by the following documents:
4.1 EXTREM’ VISIONs offer including these Terms and Conditions and the relevant technical specifications;
4.2 The Buyer’s order
In the event of conflicts or discrepancies within or between those documents, precedence shall be given to the documents in the numerical order specified above.
If EXTREM’ VISION and the Buyer have entered into a distribution agreement or any other commercial arrangement, governing the terms on which the Buyer will distribute Products of EXTREM’ VISION, the provisions of the Distribution Agreement will prevail over these conditions to the extent of any inconsistency.
5 | Prices of Products
Prices are quoted and payments shall be made in Euros unless stated otherwise in specific conditions. Exchange rate variations and banking fees shall be exclusively borne by Buyer.
Prices are exclusive of VAT or any applicable sales, excise, import or Custom duties.
Prices are exclusive of any specific packaging requested by Buyer.
EXTREM’ VISION shall have the right to increase its prices for Services or Products in proportion with insurance according to the final destination of the Products.
Price list may be altered or modified by EXTREM’ VISION at any time without prior notification.
6 | Terms of payment
All payments shall be made in accordance with the payment terms mentioned in the contract. A down payment may be required on a case by case basis prior to any shipment.
Payment of price for the Products shall be made by Buyer upon order by wire transfer on EXTREM’ VISION’s bank account prior to any delivery or shipment.
If Buyer is defaulting in the payment of one installment then all outstanding invoices shall become immediately due.
Partial deliveries shall generate the corresponding invoice.
Any invoiced amount which is not paid when due, shall bear an interest equal to the interest rate applied by the European Central Bank to its most recent main refinancing operation plus ten percentage points.
EXTREM’ VISION reserves the right to exercise any of its lawful remedies if the Buyer does not make payments when due. Buyer shall promptly reimburse EXTREM’VISION for all costs and expenses, including attorneys’ fees incurred by EXTREM’ VISION in collecting sums due.
Should Buyer delay payment, EXTREM’ VISION may change the terms of payment for future deliveries.
7 | Delivery – Transport
All delivery dates are only best estimates and the lead time of delivery shall not be of the essence of the Contract.
In no circumstances shall EXTREM’ VISION be liable to compensate Buyer in damages or otherwise for late delivery or non-delivery of the Products or any of them or for any loss consequential or otherwise arising there from.
The Products shall be delivered ex-works Perpignan, France according to Incoterms version 2010, unless otherwise expressly agreed upon between EXTREM’ VISION and Buyer.
Delivery lead time runs from the date of complete payment.
In the case of a documentary credit, the delivery time is computed from the confirmation date by the bank of a complete and valid documentary credit.
Buyer and EXTREM’ VISION may agree upon partial delivery.
From delivery, as defined above, Buyer shall bear all costs and risks of transportation of the Products.
Any claim on delivered Products must be made in writing within one (1) week from delivery. Unclaimed package will not be delivered again unless re expedition costs are fully paid by Buyer.
8 | Transfer of title
In accordance with French laws notwithstanding delivery, property of Products shall not be transferred to Buyer until full price payment. EXTREM’ VISION may claim title on the Products for which a single term of payment has not been paid by the Buyer. From the delivery date, Buyer bears all the costs and risks relating to the Products.
9 | Software
Some Products are sold with associated software which is the property of EXTREM’ VISION or its eventual licensors and is protected by law.
The Buyer has the right to use the software in accordance with the instruction manual and user guide provided by EXTREM’ VISION with the Products or pursuant to a specific end user agreement.
The Buyer commits:
– to protect the software and prevent from any disclosure or any use which would breach a relating license or the present terms and conditions of sale;
– to destroy or to restore to EXTREM’ VISION replaced software, according to EXTREM’ VISION ‘s instructions;
not to reproduce the software, nor to copy, to translate, to adapt, to change or to modify all or any part of the software.
Source codes shall not be handed to the Buyer.
10 | Force majeure
EXTREM’ VISION shall not be liable, directly or indirectly, for any delay or failure in performance of any obligation under the Contract, including any delivery obligation, where such delay or failure arises or results from a cause beyond EXTREM’ VISIONs reasonable control, or beyond the reasonable control of EXTREM’ VISIONs suppliers or contractors, including, but not limited to strike, boycott or other labor disputes, embargo, governmental regulation, inability or delay in obtaining materials, acts of God, war, earthquake, fire, or flood. In the event of such force majeure, the time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby, provided that EXTREM’ VISION notifies the Buyer of the nature and duration of such force majeure event.
Should a cause of force majeure continue for more than three months, either party shall have the right to terminate the Contract.
11 | Warranty and limitation on warranty
EXTREM’ VISION warrants that the Products conform to EXTREM’ VISION’ specifications and shall be free from any defect in material and workmanship for a period of 12 months from their delivery provided that the Product has been operated at all times in accordance with the instruction manual and user guide and fully paid.
EXTREM’ VISIONs obligation under this warranty shall be limited to repair or exchange (at EXTREM’ VISIONs option) of the Products or parts thereof which are shown to EXTREM’ VISION’s reasonable satisfaction to have proved defective under the conditions of this article.
The warranty does not apply:
– to the accessories and consumables including but not limited to DVD, memory cards, screws, seals, batteries, cables, bulbs sold by EXTREM’ VISION;
– to repairs and replacements resulting from normal wear of the Products, lack of care, improper use of Products, materials supplied or design requested by the Buyer or the customer;
– if EXTREM’ VISION determines that a problem is caused during or as a result of shipment or relocation;
– if EXTREM’ VISIONs serial number has been removed or defaced from the Product;
– if a problem arises from or is based on EXTREM’ VISIONs compliance with Buyer’s specifications;
– if the Buyer has opened or dismantled the Product;
– if Products have not been maintained properly according to user manuals.
EXTREM’ VISION makes no other warranty, express or implied, to the Buyer, and the Buyer shall make no warranty with respect to the Products on behalf of EXTREM’ VISION.
WARRANTIES HEREIN SET FORTH SHALL BE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
EXTREM’ VISION shall not be liable for damages resulting from the lack of advice or warning or from improper or wrong advice or warning given by the Buyer to its customers (for instance operation instructions not given to the customer), or from modifications brought to the Products without EXTREM’ VISIONs prior written agreement.
12 | Return policy
Product shall be returned with its original packing and must be clean, i.e. exempt from dust, any chemical or radioactive element.
Product returned to EXTREM’ VISION’ premises under or after warranty remains property of the original buyer and shall bear proper insurance policy supported by the buyer and owner of the product.
12.1 Product under warranty
No Product shall be returned to EXTREM’ VISION by the Buyer without the prior written authorization of EXTREM’ VISION. If and when EXTREM’ VISION has authorised a Product to be returned under warranty, return freights shall be paid by Client.
EXTREM’ VISION warrants the reparation done on the returned Product during three months and only on the portion of Product repaired or maintained. This clause is not to be understood as an extension of the warranty specified in article 12.
12.2 After warranty
Product may be returned to EXTREM’ VISION subject to the strict obedience of the following procedure: prior written notification to EXTREM’ VISION, EXTREM’ VISION’s quotation, prior written acceptance of quotation by the Buyer. Return freights (round trip) shall be paid by the Buyer. Re exportation of Products is subject to section 2 here above.
13 | Termination
In the event the Buyer fails to make payment of one instalment, EXTREM’ VISION shall within fifteen (15) days of such failure give written notice by registered mail concerning the default. In the event no payment occurs, EXTREM’ VISION shall be fully entitled to withhold shipment or make a partial delivery.
Buyer must make full payment within fifteen (15) days after receipt of such notice, failure of which will result in termination of the contract.
Upon such termination, EXTREM’ VISION shall have the right to require from the Buyer that he immediately returns the Products at its sole and exclusive costs including but not limited to freight costs, custom duties and formalities. The Buyer shall hold EXTREM’ VISION free and harmless there from.
14 | Intellectual property rights
Extrem’ Vision® is a duly protected trademark. EXTREM’ VISION shall retain ownership of its copyrights, patents or studies, models, patterns, drawings and other documents. The Buyer shall not modify, copy or communicate to any third party the transmitted materials nor use them for another purpose than the use of the Products. Violation of these provisions shall be immediately prosecuted.
Buyer shall also respect third party’s intellectual property rights.
15 | Channels of communication
Any communication, notification or request shall be deemed to have been duly transmitted if delivered by courier, first class mail, e-mail or facsimile by either party to the other at the appropriate address or facsimile number as the parties shall have indicated to each other in writing.
In the event of a requirement for the electronic transmission of data and drawings between EXTREM’ VISION and the Buyer, the Buyer shall make use of a system compatible with that in use at EXTREM’ VISION.
16 | Liability
In no event shall EXTREM’ VISION be liable to the Buyer for consequential, indirect or incidental damages (such as non-resulting damage). EXTREM’ VISION specifically disclaims any liability arising from representations or warranties made by the Buyer to any customer.
EXTREM’ VISION also disclaims any liability for damages resulting from use of Products by a person who has not attended EXTREM’ VISION training when such training is required to use the Products.
17 | Subcontracting
EXTREM’ VISION is allowed to sub-contract part of the contract to sub-contractors.
18 | Governing law
This Contract is governed by French laws.
19 | Disputes
Should a dispute arise out of this Contract and could it not be settled amicably within a thirty day delay from the date of a notification dispute the relevant Perpignan, France, courts of Justice shall be competent or the “Centre de Médiation et d’Arbitrage de Paris” 39, Av FD. ROOSEVELT, 75008 PARIS. Notwithstanding this forum of jurisdiction, EXTREM’ VISION shall be entitled to lay the case in front of the Buyer’s courts when EXTREM’ VISION is the plaintiff.