Terms of Sales

- T&Cs -

Article 1: object

These general conditions of sale (hereinafter referred to as "GTC") define the rights and obligations of the parties in the context of the realization of any sale of products by the company Infractive (hereinafter referred to as "Infractive"), simplified joint stock company with capital of 1,847,000 euros, having its registered office at 43, rue des Carnets in Clamart (92140), registered with the RCS of Nanterre under number 502 227 374.

“Customer” means any natural or legal person who has placed or is likely to place an order for a product with Infractive. Sales of services are subject to general conditions of service, separate from these. Infractive and the Customer are designated as the "Parties" within the meaning of these GCS.

Article 2 - Order

2.1. Order taking

Any order from the Customer implies the Customer's unreserved acceptance of these T&Cs and the waiver of the right to invoke, where applicable, the contrary stipulations of its own conditions of purchase, which are not opposable to Infractive, even if they are communicated later.

Any order placed with Infractive is formalized either:

by return, within thirty (30) days of its issuance, of the quote or Infractive's proposal
duly signed, with the Customer's stamp, and bearing the handwritten mention "good for agreement"

Infractive reserves the right to refuse any order taken on the basis of an estimate issued more than thirty (30) days before or to unilaterally modify the terms; either :

by sending a document mentioning obligatorily: the reference of the product as appearing in one of the catalogs in force of Infractive, the quantity requested, as well as the place of delivery if it differs from the place of invoicing.
provided that it contains the mandatory information above, such a document will be deemed to be an offer made by the Customer to purchase the products indicated under the terms and conditions set by these GCS. Upon receipt, Infractive will draw up a proposal or an estimate, which must be returned signed and marked with the handwritten mention "good for agreement" by the Customer within thirty (30) days of its issue.

2.2. Modification and cancellation of the order

2.2.0. The Customer's order will be subject to acceptance by our Finance Department.
2.2.1 . The Customer's order will be firm and final upon issuance of an "acknowledgment of receipt" materializing Infractive's written acceptance of the order placed by the Customer.

It is only then that the two Parties are bound by a sales contract.

2.2.2. After acceptance by Infractive, the order may only be modified by the Customer with the express agreement of Infractive.

Infractive is authorized to substitute certain products covered by the order with others, when this substitution is made necessary by a technical development or when such a substitution is made by Infractive's suppliers due to the evolution of their range of products, provided that the substituted products are of the same quality as those initially ordered. This substitution will take place without prior notification of the Customer as long as it takes place without modification of the unit sale price.
Infractive reserves the right to suspend or cancel the processing of orders in progress in the event of the opening of collective proceedings by the Customer or violation of these GCS by the Customer.

2.2.3. No order accepted by INFRACTIVE can be canceled by the Customer and is due in full.

2.3. Confidentiality of the information communicated

Infractive agrees to consider as confidential and falling within the scope of the professional secrecy to which it is bound. Information of any kind, relating in particular to the Customer's activities, its organization and its staff, which may be communicated to it in the context of orders placed by and sales contracts concluded with the Customer.

The technical or commercial information provided by Infractive is only intended for use by the Customer and for its sole benefit. The Customer is prohibited from communicating it to any person other than its employees or corporate officers.

Article 3 – Information on products and technical documentation

Unless otherwise specified in writing, the information, data and technical specifications disseminated in Infractive's catalogues, brochures or other documents are provided for information purposes only and do not bind Infractive. Infractive may be required to modify them at any time and without notice due to changes in economic and / or technical conditions and up to the said changes.

In addition, all technical specifications, including but not limited to capacity, weight and measurement, are to be considered estimates.

The Customer has the skills and knowledge necessary to estimate his needs and their adequacy with the products ordered by him from Infractive. The Customer is entirely responsible for the choice of the product and the capacity
said product to achieve the expected results and to be suitable for its intended use.

ARTICLE 4 – WARRANTY

4.1. Warranty condition

Unless otherwise stipulated in writing and signed by a legal representative of Infractive, the product delivered is only covered under the legal guarantee against hidden defects within the meaning of article 1641 of the Civil Code, which is expressly and exclusively limited to defects in the design or manufacture of the product.

This warranty covers the products sold by Infractive for a period of two (2) years from their delivery.

Repair or replacement of products does not extend the warranty period.

4.2. For the warranty to be valid, the Customer must cumulatively:

bring the defect to the attention of Infractive by registered letter with acknowledgment of receipt
be doubled by an email
sent within ten (10) calendar days of its discovery
be carried out before the expiration of the warranty period
return the defective product to Infractive, at the Customer's sole expense, within three (3) working days following the request to send the product in writing by Infractive.

Failing compliance with the aforementioned cumulative conditions, the Customer's claims under this warranty will be inadmissible.

4.3. Any warranty is excluded if:

the defect is due to erroneous data and sketches provided by the Customer
the modification, repair or replacement of certain parts has not been carried out by Infractive
wear is normal
abnormal use of the products and in particular in the event of use that does not comply with the documentation or handling carried out in a manner that does not comply with Infractive's recommendations or by an insufficiently qualified or trained person
deterioration resulting from accident, external event, fortuitous event or force majeure, negligence, lack of supervision or upkeep or maintenance; or in case
use, storage and maintenance not in accordance with Infractive's recommendations.

4.4. Non-defective product

If, after examination by Infractive, the products prove not to be defective or if the guarantee had not been validly implemented by the Customer within the meaning of this article, Infractive will proceed to a fixed invoicing for the inspection of the products equivalent to 15% of their purchase price including tax by the Customer. In such a case, the return of the products will be carried out at the exclusive expense of the Customer.

4.5. The warranty is strictly limited, at Infractive's sole discretion, to repair, replacement or refund of the purchase price paid, without any other compensation of any kind.

4.6. The warranty defined in this article expresses the entire warranty of Infractive. In particular, Infractive does not grant any guarantee of any commerciality or suitability for a particular use and cannot therefore incur any liability whatsoever in this regard. In addition, the warranty will not apply to apparent defects and lack of conformity which the Customer must avail himself of under the conditions of Article 5.5 of these GCS.

4.7. In the event that the guarantee has been validly implemented and is exercised through the repair or replacement of the defective product or some of its parts, the return will be made to the Customer, after intervention by Infractive, at the sole expense of the latter.

Article 5 – Delivery of products

5.1. Unless otherwise agreed in writing, the products are sold by Infractive to the Customer under incoterm EXW (Incoterms 2010), packaging included. The delivery of the products is carried out by
simple notice of availability on the premises of Infractive issued to the Customer (the "Delivery").

It is the Customer's responsibility to organize the removal of the products at his own expense and risk as well as, if necessary, to carry out customs clearance operations and any other formality that may be required in order to allow delivery, installation and commissioning. in service of the products ordered from Infractive.
At the Customer's request or at the end of a period of 5 (five) days after being made available, Infractive may have the transport carried out by the carrier of its choice without any liability being imposed on it this regard ; the cost of transport will be invoiced to the Customer at cost price.

5.2. Delivery times are indicated by Infractive as an indication and only run, in any event, from the later of the two dates referred to in Article 2.2.1 of the GCS. All
Exceeding the delivery deadlines cannot result in the cancellation of the order, or the allocation of compensation, if it is not established that the exceeding of the deadline is directly and exclusively attributable to Infractive.

Any late penalty clause which may be included by the Customer in his order remains without effect by application of Article 2 of the GCS.

5.3. It is up to the Customer to check the Products upon Delivery and to make any complaints that appear justified; said reservations and complaints must be sent to the carrier, by registered letter with acknowledgment of receipt within three (3) working days of receipt of the products. A copy will be sent immediately to
Infractive by email.

5.4. The risk of loss or deterioration of the products due to fortuitous event or force majeure and any risk of liability related to the existence or use of the products are transferred to the Customer.
upon delivery.

5.5. If the products do not comply with the specifications indicated in the acknowledgment of receipt of the order or are affected by apparent defects, the Customer must, under penalty of forfeiture, formulate his complaints within three (3) days of Delivery and this, without prejudice to the arrangements to be made vis-à-vis the carrier. Acceptance without reservation entails waiver of any recourse under the warranty for apparent defects.

Article 6 – Price

6.1. The prices are invoiced to the Customer excluding taxes and any other taxes or duties, established on the basis of the tariff in force on the date of the order, as indicated on the written acceptance by Infractive referred to in Article 2.2.1 . of these T&Cs.

6.2. However, Infractive reserves the right to modify the prices until delivery, in order to reflect any increases in the cost of labor or the purchase prices of goods, materials or any changes in the rate of changes of plus or minus 3% for imported products, or costs related to the import or export of products, up to such increases or modifications.

6.3. Infractive also reserves the right to revise its prices in the event of modification of the order by the Customer.

Article 7 – Terms of payment

7.1 Invoices are due thirty (30) days, end of month, from their date of issue.

7.2 Unless otherwise agreed in writing, invoices issued by Infractive may be honored by check, draft or bank transfer.

7.3. Any amount not paid by the Customer on the due date of the invoice will automatically, automatically and without the need for prior formal notice, result in the collection by Infractive:

late payment interest on the basis of five times the legal rate, calculated pro rata temporis from the due date to full payment;
a fixed compensation for recovery costs of forty (40) euros per invoice not fully paid;
a penalty equal to 10% of the amount due. These sums are due to Infractive, without prejudice to other sums that may be charged to the Customer in the context of any legal action that may be brought.

7.4. In the event of partial payment, this will be allocated in priority to interest, indemnities and late payment penalties, then to current installments in decreasing order of seniority.

7.5. The collection, by Infractive, of interest, indemnities and penalties for delay, will be carried out without prejudice to Infractive's right to request the cancellation of sales in progress as indicated in Article 9 below.

Article 8 – Retention of title / Transfer of risk

8.1. Infractive expressly reserves ownership of the products delivered until full payment of the sale price and interest, costs and accessories. In this respect, does not constitute a payment within the meaning of these GCS, the remittance of draft, check or any other title creating an obligation to pay. Payment can only be considered made when Infractive has actually collected the price.
Extensions of due dates or other specific terms of payment that may be granted by Infractive to the Client are subject to the same retention of title. Until full payment of the price, the Customer agrees not to pledge or use the products as collateral, to use them, to transform them or to sell them.

If the products were to be sold, in contravention of this stipulation of the GCS, the Customer agrees to assign to Infractive the purchase price as a guarantee of payment for the products and Infractive is authorized by these GCS, to claim payment directly to the Client's customers.
In the event of seizure of the product by a third party, the Customer is required to immediately inform Infractive.

8.2. In the event of non-payment of the products on the due date, Infractive may – without losing any other of its rights – claim the products at the Customer's expense and risk. The same will apply in the event of cessation of payments by the Customer. In addition, he may unilaterally and immediately draw up an inventory of unpaid products held by the Customer. All deposits previously paid by the Customer will remain acquired by Infractive as a penalty clause.

8.3. However, the risks are transferred to the Customer upon Delivery of the products which, in all cases, travel at the Customer's risk and peril. The Customer therefore undertakes to take all care in the custody and preservation of the products and to take out any insurance to cover damage and claims that may be caused to the products or by them.

8.4. In the event of loss or destruction of the products, the indemnity due by the Customer's insurer will be automatically attributed to Infractive.

Article 9 – Termination clause / Suspension of execution

9.1. Any total or partial non-performance by the Customer of one of its obligations, non-compliance with any payment deadline, damage to the Customer's credit such as, without limitation, the revelation of a protest or a pledge of the Client's goodwill or the Client's equipment, or the non-acceptance of a draft on the due date, or any change in the person of the Client may result, at Infractive's discretion:

the forfeiture of the term and, consequently, the immediate payment of the sums still due to
any title whatsoever; and or
the suspension of all deliveries until full payment of sums due or due on previous or current orders; and or
resolution of current contracts.

The termination of the contracts will take place automatically and without legal formality, at the end of a period of eight (8) days from the sending to the Customer of a formal notice to pay, by registered letter with acknowledgment of receipt, mentioning the intention to apply this clause, and remained without effect, without prejudice to Infractive's other rights.

9.2. If it does not use its option to terminate contracts in progress, automatically and automatically, Infractive reserves the right to request financial guarantees from the Customer.

Article 10 – Force Majeure

10.1. The Parties incur no liability for any failure due to a case of force majeure. The performance of the obligation thus prevented is delayed until the cessation of the case of force majeure.

10.2. Constitutes a case of force majeure any event beyond the control of each of the Parties and, in particular without this enumeration being considered as exhaustive: strikes or walkouts, social unrest, shortages of raw materials, energy, means of transport, natural disasters, fire, princely acts…

10.3. In the event of the occurrence of an event of force majeure, the defaulting Party will notify the other Party of its inability to fulfill its contractual obligations by email, no later than 7 days after the occurrence of the event of force majeure. The delay due to the event of force majeure will extend the period of performance of the obligations of the Party undergoing the event accordingly. The cessation of the force majeure event must be brought to the attention of the other Party within twenty-four (24) hours.

Article 11 – Independence and permanence of articles

11.1. If any of the articles of these GCS prove to be null, unenforceable or inapplicable, it would be deemed unwritten without invalidating the other articles or altering their validity.

11.2. The fact that INFRACTIVE does not apply at any given time any article of these GCS, cannot be interpreted as a waiver to invoke it later.

Article 12 – Applicable law and attribution of jurisdiction

12.1. The rights and relations between Infractive and the Customer are exclusively governed by French law, to the exclusion of any other right, including designated by any international convention.

12.2. In the absence of an amicable settlement, any dispute or litigation relating to the application, interpretation and execution of these GCS or the formation or execution of sales contracts concluded between INFRACTIVE and the Customer will be the responsibility of the exclusive jurisdiction of the Commercial Court of Nanterre.

12.3. This clause conferring jurisdiction applies even in the event of summary proceedings, incidental claims, multiple defendants or warranty claims, and regardless of the mode and terms of payment, without any other clause conferring jurisdiction , in particular stipulated on documents emanating from the Customer, cannot prevent it.

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