By issuing an order to VIAMETRIS, the Purchaser accepts and undertakes to comply voluntarily with these General Terms of Sale that have been communicated to the Purchaser and that shall prevail over any Terms of Purchase, unless this provision is waived formally and expressly by VIAMETRIS.
2.1. The Purchaser undertakes, both personally and on behalf of any person under the Purchaser’s authority (including the Purchaser’s staff, partners, joint contractors, subcontractors, etc.), to take all measures deemed necessary, as required to comply with the industrial property rights (patents, drawings, designs, etc.) of VIAMETRIS or of any other person involved in the manufacturing of the goods, and to have such rights complied with, and to keep as secret all the technical documents, studies, information and know-how associated with patents, drawings, designs, etc., as will be communicated to the Purchaser by VIAMETRIS and to which the Purchaser or any other person may have access in order to be able to use the goods sold.
2.2. All studies, schemes, drawings and other documents provided or sent by VIAMETRIS shall remain the property of VIAMETRIS and they may not be disclosed to any third parties by the Purchaser for any reason whatsoever without the prior written authorization of VIAMETRIS.
3.1. Orders received from the Purchaser will only be deemed accepted definitively once confirmed in writing by VIAMETRIS. Such acceptance shall be the sole instrument valid to determine the Special Terms of the order, if any.
3.2. Whenever a quotation is established by VIAMETRIS at the Purchaser’s request, Special Terms that would modify or supplement these General Terms of Sale may only be added once the order has been confirmed by VIAMETRIS.
3.3. The terms set out in the quotations issued by VIAMETRIS is given in the quotations.
4.1. Conditions
Unless otherwise specified, the goods shall be deemed delivered to the Purchaser at the VIAMETRIS plants or stores upon notification of availability to the Purchaser, or upon remittal to a forwarder or a carrier designated by the Purchaser to VIAMETRIS. The Purchaser shall take delivery of the goods within fifteen days of the notification of availability. Upon expiration of this time period, VIAMETRIS shall be entitled to consider that the order has been cancelled unilaterally and automatically by the Purchaser without prior formal notice.
4.2. Delivery periods
Deliveries shall be made according to the availability of goods, and in the order of reception of the orders. The delivery periods shall be stated in VIAMETRIS’s acceptance of the order. Should any deliveries be delayed for any reason beyond VIAMETRIS’s control, the Purchaser
may not demand that the contract be cancelled, or claim for indemnification for any damage sustained. Delays with respect to the delivery periods shall not give rise to any damages, countercharge, or cancellation of orders whether confirmed or in process. VIAMETRIS may
make partial or total deliveries.
4.3. Transportation costs and risks
Unless otherwise specified, the Purchaser shall bear all costs and risks associated with the transportation of the goods sold, and any other expenses incurred, if any.
The Purchaser is the end user of the goods, in the Purchaser’s normal course of business. The Purchaser may ask the prior authorization, and be authorized in writing by VIAMETRIS, to resell the goods delivered.
The Purchaser is not authorized, in the Purchaser’s normal course of business, to transform the goods, neither hardware nor software. Otherwise, if VIAMETRIS notices any changes or transformation, maintenance and warranty will be
7.1. Pricing
All prices stated are prices before tax and are based on VIAMETRIS tariffs in euros (or any other currency as specified in the quotation), as communicated to the Purchaser. The goods are invoiced at the current prices mentioned in the confirmation of the order. Any taxes, charges or duties payable under French law or under any foreign law (import or transit country, etc.) shall be borne by the Purchaser. Unless otherwise specified, the packaging, transportation, insurance and other costs shall always be borne by the Purchaser.
7.2. Terms of payment
Terms of payment are mentioned in the quotations.
7.3. Sanctions and penalties applicable in case of non-payment or late payment.
In case of late payment, or non-payment on any agreed maturity dates, VIAMETRIS shall have the right to suspend the execution of the confirmed orders in process, without prejudice to any other right or action that VIAMETRIS may use or take in order to obtain the cancellation of the confirmed orders and/or damages. Also, as a penalty clause and without prior notice, the Purchaser shall be liable ipso jure for a penalty for late payment or non-payment, to be calculated according to the whole of the sums payable, by application of an interest rate equal to one and a half % in addition to the legal interest rate in force in France on the date of default of payment on the due date. In case of non-payment on the due date, VIAMETRIS may decide to cancel the sale for good reason, without prior notice and VIAMETRIS may ask in emergency proceedings that the goods be returned, without prejudice to any other claims for damages. VIAMETRIS may also decide to cancel for good reason and without prior notice confirmed orders in process and any prior orders, whether already delivered or in the delivery process, and for which payment is due.
The company remains the owner of the goods delivered from the day of delivery until full payment of the full sale price, the risks of the goods nevertheless incumbent on the recipient, as soon as the latter is made available.
Do not constitute payments, the delivery of drafts or any securities creating an obligation to pay.
Therefore, in case of non-payment, the company is entitled to perform or have the resumption of the merchandise at the expense of the recipient.
This clause is an integral part of our general conditions of sale.
Without prejudice to any claims against the carrier, all claims for apparent defects on, or non-conformity of the goods delivered shall be notified not later than thirty days after the ex-works delivery. The Purchaser shall provide VIAMETRIS with all evidence in proof of the anomalies detected. The Purchaser shall fully allow VIAMETRIS to remedy such anomalies and shall refrain from intervening himself or having any third party intervene for that matter. Any return of goods shall be agreed upon in a written agreement between VIAMETRIS and the Purchaser, and all costs and risks associated with the return of the goods shall be borne by the Purchaser. Should any apparent defect or non-conformity be observed on the goods delivered and duly ascertained by VIAMETRIS, the Purchaser may request to have the goods replaced at no extra cost, or reimbursed, without any other indemnification.
10.1. Terms of the contractual warranty
The goods sold are guaranteed for twelve (12) months against any such operating defects as may result from defective material, workmanship, design or assembly, as set out below. The operating defect must be detected during the period of twelve months following delivery, and during normal use and for the intended purpose of the goods. Warranty is excluded in the following cases:
10.2. Enforcement of the contractual warranty
As part of the warranty, VIAMETRIS shall decide whether to repair or replace the goods and/or any parts recognized as defective by his own technical experts, at no extra costs. This warranty shall cover the labor costs of the following operations: disassembly, reassembly, at VIAMETRIS’s plant. The replacement of parts shall not cause the warranty period mentioned in Article 11.1 above to be extended.
10.3. Limitation of the contractual warranty
It is expressly agreed between the parties that VIAMETRIS’s liability in case of an operating defect on the goods shall be limited to the above provisions, and in case of damage shall give right to payment of an indemnity in an amount equal to the price of the goods.
Maintenance and support are included for one (1) year unless otherwise stated in the quotations. Then yearly maintenance and support will be charged 10% of the cost of the equipment. Maintenance and support include:
Any dispute arising in connection with a sale and that cannot be settled by amicable arrangement shall be finally settled by the commercial court having sole jurisdiction in the VIAMETRIS’s registered office, i.e. Laval, France.
