Specific terms of use - sales of equipment

 

(v. April 2020)

These Specific Terms of Use are included in the Contract in order to set out the terms of sale, delivery and installation applicable to the Equipment as supplied  by the Partner (including the original equipment manufacturer (“OEM”)  of the ordered Equipment).

1. Client’s obligations

The Client commits:

- to maintain and use the Equipment in accordance with the instructions given by Supplier and the Partner and to use the Equipment for its intended purpose only;

- not to repair, adjust or modify the Equipment or arrange for third parties to carry out work on the Equipment without the express permission of Supplier or the Partner. However, the Client may make changes to the set-up of the Equipment to the extent permitted in the Partner’s documentation, provided that the Client gives Supplier immediate notice of the changes made; and

- to co-operate during the troubleshooting process by running the tests and implementing the troubleshooting procedures requested by Supplier or included in the Partner’s instructions and to allow Supplier to implement remote troubleshooting procedures where necessary.  

The Client acknowledges that it has received and reviewed the Partner’s documentation required for the use of the Equipment found in the original packaging or available on request and undertakes to comply with the terms and conditions thereof.

 

2. Client premises access and rules

The Client shall grant Supplier and its employees and agents access to the Client’s premises to the extent necessary for the proper delivery of the Equipment, including for the installation, maintenance, collection or removal of the Equipment. Supplier and its employees and agents will take all reasonable precautions during the installation and removal of the Equipment and will leave the premises clean and tidy. Supplier and its employees and agents will comply with the site rules provided to them prior to their on-site work. 

The Client will inform Supplier of the standard practice and specific constraints of its business activity at the requirements specification stage. The Client will expressly perform its validation and acceptance duties as set out in the following clauses.  

 

3. Delivery

The Equipment will be sent to the Client in the Partner’s original packaging, at the address stated in the Service Order Form. Delivery times are approximate only, unless otherwise duly agreed between Supplier and the Client.

Title to the Equipment will not pass to the Client until the price has been paid in full. Any software embedded into the Equipment remain the exclusive property of the software editor.

The risk associated with the Equipment will pass to the Client when the Equipment is delivered to the Client.

Accordingly, the Client undertakes to take out an insurance policy covering its civil liability risks including but not limited to any loss or damage (consecutive or not), whether material, immaterial or corporal which may result from the Equipment and the risks of loss, theft, damage or destruction covering the Equipment that have been delivered but not paid. The Client also undertakes to pay the corresponding premiums until the price has been paid in full.

If one of the above events occurs, the insurance compensation will automatically vest in Supplier and will be deducted from the outstanding fraction of the price.

Until all of the sums owed to Supplier have been paid, the Equipment must be recorded in the Client’s registers as property owned by Supplier.

If a notice of seizure is received in respect of the Equipment before title to the Equipment has passed, the Client shall immediately:

- inform Supplier, which will then take such steps as are necessary to recover the Equipment; and

- inform the relevant third parties in writing that Supplier owns the Equipment.

If the Client fails to pay the full price by the due date, Supplier will be entitled to demand a swift return of the Equipment by the Client to the address stated by Supplier at the Client’s expense and risk.

 

4. Embedded software – EULA

In case software is embedded with the Equipment, the Client acknowledges that it has read and accepted the end user licence agreement applicable to such software.

 

5. Receipt and installation

The Equipment will be accepted when the Client signs the delivery slip at the place(s) of delivery. The Client undertakes to check the condition of the Equipment before signing the delivery slip, to allow it to file a complaint with the carrier in the event of damage in transit. If damage is discovered, the Client undertakes to notify detailed reservations to the carrier and to inform Supplier immediately. If the Client takes possession of a delivery without marking any detailed reservations on the shipping documents, the Equipment will be deemed to conform to the order and to be in a good condition. If damage is subsequently discovered, Supplier may not be held liable for this damage and the Equipment will be treated as having been carried at the Client’s own risk.  

If Supplier or its employees and agents install the Equipment at the Client’s premises, Supplier or its employees and agents will test the Equipment to check that it conforms to the order.

 

6. Equipment warranty and liability

Supplier acts as a reseller of the Equipment. In this capacity, Supplier does not provide any contractual warranty for the Equipment, other than the statutory warranty provided by Applicable Laws. The Equipment sold by Supplier is covered by a warranty on the terms and conditions decided by the Partner, which are only enforceable against the Partner. If the Partner ceases to exist (in particular, if it ceases trading, is dissolved or is subject to insolvency proceedings), Supplier may not be held liable under the Partner warranty for the Equipment.

The Client recognizes that:

- the warranty does not cover defects caused by accidentally or deliberately, external interference or maintenance carried out by unauthorised third parties.

- Partner warranty commences on the date on which the Equipment leaves the premises of the Partner unless otherwise provided in such warranty.

- if the Client identifies a defect in the Equipment during the period of validity of the Partner’s warranty, the Client must first contact Supplier and then return the defective Equipment in its original packaging to the address provided by Supplier, at the Client’s expense and risk, unless a specific procedure has been implemented by the Partner and communicated to the Client. If the cause of the defect is covered by the Partner’s warranty, it will be replaced or repaired in accordance with the terms of the Partner’s warranty. If no defect is found, or if the cause of the defect is not covered by the Partner’s warranty, Supplier will return the Equipment to the Client and charge the Client for the shipping costs incurred.

 

Any and all warranty and liability applicable to the Equipment and its maintenance are governed by the relevant PARTnER’s terms and conditions which are either attached to the Equipment at the time of the delivery or available from Supplier on Client’s written request.

 

7. Cancellation or modification charges

The Equipment will be delivered on business day. Extra charges will be billed to the Client for any request to deliver during non-business hours.  

If the Client cancels an order before delivery, Supplier reserves the right to bill cancellation charges, depending on the date of cancellation, which may include, in particular:

- order processing and handling costs;

- Equipment return costs.

Supplier will endeavour to mitigate these costs. Notwithstanding the provisions of this clause, Supplier will not accept a cancellation request submitted by the Client for Equipment that has already been delivered or is in the process of being delivered by the Partner, the distributor or Supplier. In such a case, the Client shall pay the full prices stated for the Equipment in the SOF.  

If the Client delays or prevents the delivery of the Equipment, Supplier may bill additional reasonable charges to cover all costs incurred by Supplier as a result thereof.

 

8. Waste electrical and electronic equipment

Any electrical and electronic equipment (hereinafter the “EEE”) sold to the Client pursuant to the Contract is classified as EEE for professional use under any Applicable Laws, including the Directive 2012/19/EU governing the collection and treatment of waste electrical and electronic equipment (hereinafter, the “WEEE”).

Through a collection system managed by a waste management company, Supplier arranges and finances the collection and selective treatment of professional WEEE placed on the market after 13 August 2005 or replaced with equivalent equipment or equipment with the same function. 

The Client undertakes to contact Supplier at the end of the EEE’s service life to obtain information on the solutions available for the collection and treatment of the WEEE sold under this Contract.

If the Client decides to treat the WEEE directly, the Client agrees to do so at its own expense and releases Supplier from all liability in the event that the waste is discarded in an improper manner. In such a case, the Client will fulfil the obligations arising from Directive 2012/19/EU imposing an environmentally friendly management of the WEEE.

The Client undertakes to forward this information to any subsequent purchaser of the EEE along with the tracking documents for the end-of-life management to be supplied by Supplier or its waste management company.

 

9.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.