Article 1 – Object and scope – opposability. The present general conditions of the company Qwerio (the service provider) apply as of right, to all its services, with regard to any customer. Any order implies the unconditional acceptance of the customer and his adherence to these general conditions which prevail over any other possible stipulations, in particular all purchase or order conditions, except with the prior written derogatory agreement of the service provider. Any document other than these general conditions, in particular catalogues, prospectuses, advertisements, is only informative and indicative. The customer expressly acknowledges that these general conditions were communicated to him prior to the signing of the estimate, in accordance with the provisions of article L. 441-6 of the commercial code. Acceptance and signature of the quote constitute acceptance of the general conditions of sale. These general conditions of sale may be subject to modifications, the applicable conditions are those in force on the date of the establishment of the estimate.
Article 2 – Orders. Estimate Given the specific nature of the service provided, any order will be the subject of a personalized estimate, established by the service provider and subject to acceptance by the customer. The order is deemed valid and final on the date of receipt of the quote by the service provider, duly dated and signed by the customer, and if applicable accompanied by the deposit check. Any request to modify the order placed by the customer must be made in writing and must be accepted by the service provider. It will only be taken into consideration by the service provider after acceptance by the customer of a modified estimate and payment of an additional deposit, if applicable. In the event that the customer places an order without having paid in full for his previous orders, as well as in the event of an ongoing dispute concerning a previous order, the service provider reserves the right to refuse it or not to execute it, without that the customer can invoke any prejudice. Any estimate is only valid for a period of thirty days from its establishment. After this period, all the prices it includes may be revised.
Article 3 – Order cancellation. Any order is deemed to be final as soon as it is accepted by the customer, which takes the form of the signing of the estimate and the payment of the sums paid as a deposit. If the customer must then abandon the order, for any reason whatsoever, he undertakes to notify the service provider as soon as possible. The cancellation of the order will be subject to prior acceptance by the service provider, who reserves the right to refuse it. In the event of acceptance, and if the work of the service provider has started to be carried out, the latter will invoice the customer for the first procedures carried out.
Article 4 – Price. The applicable price is that in force on the day the order is placed, on the basis of the prices communicated to the customer on the preliminary estimate. The prices are expressed in euros and increased by VAT at the rate in force on the date of the establishment of the estimate. Any change in the rate may be reflected in the price of the quote. Unless otherwise agreed, prices are exclusive of tax.
Article 5 – Discounts, discounts, rebates. No rebates, discounts or rebates will be applied, except by special agreement with the customer.
Article 6 – Payment conditions. For flat-rate services, the customer must pay, when signing the quote, a deposit corresponding to 30% of the order amount including tax, and the balance not later than 30 days after issuance of the invoice. For hardware and software, their price is paid in full no later than 30 days after the issuance of the invoice. The sums paid in advance correspond to down payments, not down payments. The invoice is issued on the day of delivery. The invoice is payable by check or bank transfer to the service provider’s address (bank details provided on request). In the event of payment by check, the cashing of the check is carried out upon receipt and only the actual cashing of the checks constitutes payment within the meaning of this article. No discount is granted for early payment. The partial dispute of an invoice does not exempt the customer from paying the undisputed part when due.
Article 7 – Default or late payment In accordance with Article L 441-6 of the Commercial Code, any sum not paid on the due date appearing on the invoice automatically entails, without formality or prior notice, from the date following the payment date shown on the invoice, the application of late payment penalties. Penalties are calculated on the amount including tax of unpaid sums, by application of the higher of the following rates: 1.2% or three times the legal interest rate. This rate is calculated pro rata temporis, per period of a calendar month, any month started being counted as a full month. In any case, the payments received are deducted from the oldest services made for the benefit of the customer. In the event of late payment, the service provider reserves the right at any time to suspend or cancel the execution of successive ongoing services. In the event of payment by installments, the non-payment of a single installment will result in the immediate payment of the entire debt, after formal notice sent by registered letter with acknowledgment of receipt. Any customer in a situation of late payment is automatically liable to the service provider for a lump sum compensation for collection costs, the amount of which is fixed by decree of 40 euros. If the recovery costs incurred are greater than the amount of this fixed compensation, the service provider may request additional compensation, upon justification. However, the service provider may not invoke the benefit of these indemnities in the event of the opening, against the customer, of a safeguard, reorganization or judicial liquidation procedure.
Article 8 – Retention of title clause. The service provider retains ownership of the products sold, in whatever hand they are, until full and effective payment of the price by the customer, in principal and interest, even in the event of granting of payment terms. Until full payment, the customer may use the goods sold for the use intended for them, but he must keep them, at his expense, in good condition of use and maintenance and may not modify or modify them, transform, move, resell or pledge them. In the event of the implementation of this retention of title clause, the return of the delivered products will be at the expense and risk of the defaulting customer.
Article 9 – Termination clause In the event that the customer does not pay the full price on the due date, as in the event of the customer refusing to take delivery of the product ordered, the service provider will send him a formal notice by registered letters with notice of reception. In the absence of performance by the customer of his obligation within fifteen days from the sending of the formal notice, the contract will be automatically terminated. In the event of a default in payment, the customer must immediately return the products sold and delivered to the service provider, at his own risk and expense. In the absence of voluntary restitution, the customer may be forced to do so by a simple summary order issued by the president of the competent commercial court. The service provider will also keep any sum already paid by the customer, and in particular any deposit, as damages.
Article 10 – Transfer of ownership. Ownership of the goods sold is transferred to the customer after payment by the latter of the full price agreed.
Article 11 – Transfer of risks. The transfer of risks, which entails the exemption from any liability of the service provider, takes place upon receipt of the goods sold by the customer, which is materialized by the signing of the delivery slip of the carrier or of the formal record of receipt of the services carried out. The customer therefore undertakes to insure the goods sold as soon as they are delivered, against all risks that these goods may run or cause. The service provider retains a direct right to the insurance indemnity as long as the ownership of the goods has not been transferred to the customer.
Article 12 – Liability – guarantee. The service provider guarantees the goods sold against all hidden defects, provided that they are unknown to him and that they render the goods unfit for their intended purpose. The service provider also guarantees that the goods sold comply with the description given in the special conditions, that they are under his sole and entire property and encumbered by no pledge or privilege whatsoever. It also guarantees that they have been the subject, if necessary at the time of their last use, of a maintenance contract by a specialized and competent company.
Article 13 – Deadlines. The service provider undertakes to fulfil the customer’s order and deliver the goods sold to the places and dates indicated in the special conditions, except in cases of ‘force majeure’ defined below.
Article 14 – ‘Force majeure’. The occurrence of a case of ‘force majeure’ exempts the parties from their responsibility for the non-fulfilment of their obligations. Any event beyond the control of the service provider and hindering the performance of its service constitutes a case of ‘force majeure’. In particular constitute cases of ‘force majeure’, earthquakes, fire, storm, flood, blocking of means of transport for any reason whatsoever, total or partial strikes, internal or external to the company , the blocking of telecommunications, the blocking of computer networks, hindering the smooth running of the service provider’s business and preventing it from meeting its contractual commitments. The service provider must immediately inform the customer, by registered letter with acknowledgment of receipt, of the impossibility of performing his service due to such a case of ‘force majeure’. The suspension of the performance of the service, therefore, may in no case be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or penalties for delay. As soon as the case of ‘force majeure’ has disappeared, the service provider will notify the customer of the resumption of his obligation and will use all his means to resume the normal performance of his service as quickly as possible. Any delay in the performance of the service as a result, within the limit of a period of two months, cannot give rise to deduction, penalty or compensation, or to cancellation of the order. Beyond this period, the order may be cancelled by the customer, without compensation from either side, by registered letter with acknowledgment of receipt.
Article 15 – Delivery. The customer undertakes to give access to the places agreed for the delivery of goods sold, on the date indicated in the special conditions, to the service provider, to his employees or to any person he would specially delegate. The customer also undertakes to free the premises from anything that could hinder the delivery of the goods by the service provider. The costs of collection or delivery are the responsibility of the customer. They are billed separately, and payable in cash. If by exception, the sale price indicated in the estimate includes delivery costs, their cost will be borne by the service provider subject to normal access to the site, requiring neither handling nor special equipment (crane, scaffolding, etc.).
Article 16 – Reference – confidentiality. The service provider is authorized to include the customer’s name on the list of his commercial references unless the customer expressly refuses. The service provider is prohibited from communicating to anyone, directly or indirectly, all or part of the information of any kind, commercial, industrial, technical, financial or nominative, etc., which will have been communicated to him by the customer, or which he has received knowledge during the performance of its service. The service provider is committed to the respect, by its agents, agents or subcontractors, duly authorized, of the above confidentiality commitment.
Article 17 – Protection of personal data in accordance with the amended Data Protection Act of January 6, 1978, the automated processing of personal information relating to the customer is the subject of a declaration to the National Commission for Computing and Liberties (CNIL). The customer has the right to access and rectify personal data concerning him, by writing to the service provider, with mention of his name, first name and address. The customer can also, for legitimate reasons, oppose the processing of data concerning him. The service provider undertakes not to communicate personal data concerning the customer to third parties without his authorization. The data will be kept by the service provider for a maximum period of ten years.
Article 18 – Intellectual property. All texts, comments, illustrations and images appearing or reproduced on the service provider’s site are reserved under copyright as well as intellectual property and for the whole world. Any total or partial reproduction of the service provider’s website is strictly prohibited. The drawings, illustrations, photographs, and more generally all the representations of the products for sale appearing on the service provider’s website have a purely figurative and non-contractual value. Quotations, studies, plans, drawings or models and documents of any kind given or sent to the customer remain the property of the service provider.
Article 19 – Applicable law and language. By express agreement between the parties, this contract is subject to French law.
Article 20 – Choice of domicile. For the execution of these presents, the customer and the service provider elect domicile at their respective head offices, indicated in the special conditions.
Article 21 – Disputes – In the absence of an amicable agreement, any dispute relating to the application of these general conditions of sale, their validity, interpretation, execution and more generally any dispute relating to the service, will be brought before the Tribunal de Commerce de Strasbourg, including in summary proceedings, notwithstanding the guarantee appeal or the plurality of defendants.
Article 22 – Final provisions Unless it is considered to be substantial and decisive, the nullity of any one of the provisions of these general conditions of sale will not invalidate the other provisions which will retain their force and scope. The parties may then agree to replace the invalidated stipulation (s), by mutual agreement, or have recourse to the common law applicable to contracts.