SEISMO WAVE general terms and conditions of sale.
A] Purpose of the contract
The purpose of the general terms and conditions is the definition of the obligations and responsibilities of the CLIENT and of SEISMO WAVE SARL, a company organized and existing under the law of French republic (hereafter “SEISMO WAVE) in their respective sales relations concerning products and related services manufactured and/or provided by SEISMO WAVE.
The CLIENT shall purchase and SEISMO WAVE shall sell according to the general terms and conditions of sale designated on the acknowledged receipt of the purchase order addressed to the CLIENT by SEISMO WAVE.
The CLIENT’s written acceptance of the Proposal and/or the placement of an order in writing by the CLIENT (hereafter the “ORDER”) shall be deemed the CLIENT’s unconditional and irrevocable agreement to these General Sales Terms and Conditions and the waiver of the Buyer’s own purchase terms and conditions or any other similar document. The CLIENT shall ensure that the terms of its Order and any applicable specification are complete and accurate.
If no specific conditions are stipulated in writing, all ORDER shall be in accordance with the present general conditions, regardless of the conditions which may appear on the CLIENT document.
The Proposal, including without limitation, commercial, technical and financial documents sent to the CLIENT together with these General Sales Terms and Conditions, shall be valid for a period of thirty (30) days from the date of its issuance, unless extended by SEISMO WAVE by written notice to the CLIENT
All software products commercialised by SEISMO WAVE are licensed to the user but there is no transfer of ownership. SEISMO WAVE concedes a non-exclusive and non-transferable license to use the software for the sole use of the products.
The CLIENT shall choose the product or product configuration according to the Client’s needs with full knowledge of the technical features of the product chosen.
SEISMO WAVE may provide recommendations relating to product use, based on information provided by the CLIENT without obligation of verification.
Any sale of Products to the CLIENT will be subject to the prior written authorization of the competent administrative authority in France, the Products may be classified as dual-use goods within the meaning of European Regulation n ° 428/2009. This authorization may be obtained by returning to SEISMO WAVE the “End User Certificate & Non Transfer Certificate » duly completed and signed.
The prices are quoted in Euros currency, which will be the invoicing and payment currency.
All prices of Products and/or parts thereof to be delivered by SEISMO WAVE under the Contract are to be understood « EXW » SEISMO WAVE Workshop, according to the INCOTERMS 2010 of the International Chamber of Commerce.
Without prejudice to the above-mentioned INCOTERMS, all prices hereunder are exclusive of all taxes, customs duties, levies and other charges whatsoever which the CLIENT shall pay in addition when it is due to pay for the Products.
C] Purchase order
The CLIENT shall address the purchase order in writing to SEISMO WAVE; sales will come into effect only after acknowledged receipt by SEISMO WAVE.
D] DELIVERY TERMS
The delivery terms for equipment mentioned in the SEISMO WAVE offer start after reception of the down payment. The delivery time is the average time and does not constitute a fixed commitment unless otherwise stipulated.
E] INVOICING AND PAYMENT
The price of the Contract shall be payable according to the following terms.
Down payment: the CLIENT shall pay SEISMO WAVE an amount equal to forty percent (40%) of the Contract price against remittance by SEISMO WAVE of a proforma invoice for the amount mentioned hereabove; the said down payment shall constitute a condition precedent to the coming into force of the Contract and shall be paid by direct bank transfer to the bank nominated in writing by SEISMO WAVE to the CLIENT.
Balance of the Contract price: The all payments shall be made through direct bank transfer to the bank nominated in writing by SEISMO WAVE to the CLIENT before delivery. No discount will be accepted for advance payments except in case of prior written consent between the parties. All payments payable to SEISMO WAVE under the Contract shall become due immediately on its termination despite any other provision. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the CLIENT has a valid court order requiring an amount equal to such deduction to be paid by SEISMO WAVE to the CLIENT.
In the event CLIENT fails to make any payment on the due date then, without prejudice to any other right or remedy available to SEISMO WAVE, SEISMO WAVE may, without limitation, postpone the fulfilment of its own obligations until full payment of the sums due to SEISMO WAVE under the terms of the Contract and charge the Buyer interest on such sum from the due date for payment at rate equal to 1.5 times the French legal rate of interest applicable on the issue date of the invoice.
F] FORCE MAJEURE
SEISMO WAVE shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and SEISMO WAVE shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as SEISMO WAVE considers unreasonable, it may, without liability on its part, terminate the contract.
G] reception and Installation
Acceptance of products is based on conformance with the technical specifications supplied to the CLIENT by SEISMO WAVE on the date of purchase order.
SEISMO WAVE reserves the right to modify the specifications without prior notice in accordance with technological development. If the installation of the product is not carried out by SEISMO WAVE on client’s site, the conformance of the equipment shall be declared acquired within a 15 days if no written reserves have been made by the CLIENT.
This delay shall not be taken into consideration to calculate the date limit for payment.
The warranty period, without a written stipulation to the contrary, is ONE YEAR duration with the commencement date of the warranty being the date of delivery of the product to the client’s site. SEISMO WAVE warrants its equipment for a period of one year from the date of delivery on client’s site against defects in workmanship and materials. SEISMO WAVE’s warranty is limited to replacement of defective parts.
No other warranties are expressed or implied.
No product shall be returned to SEISMO WAVE without previous written agreement. CLIENT may return Products to SEISMO WVE only with a return material authorization (« RMA ») number issued by SEISMO WAVE. SEISMO WAVE will not grant RMAs for damage, shortage, or other discrepancy created by CLIENT, the carrier or freight provider, or any other third party.
Shipping costs, custom duties, insurance taxes and wear parts are at client’s expense.
I] LIMITS OF THE WARRANTY
The SEISMO WAVE warranty shall not apply in the case of defaults resulting from the following causes:
- Mishandling or inadequate upkeep of the product by the CLIENT.
- Opening, dismantling or modification of the product not approved by SEISMO WAVE.
- Damage caused by meteorological conditions, natural catastrophes, flooding, damage caused by lightening.
Given the complexity of the technology involved, especially the attached program instructions, SEISMO WAVE does not guarantee that in unusual circumstances of use, its products shall function without failure or error typically due to this type of product.
The warranty also does not apply if the CLIENT continues to use the products and software after having notified or found a defect. The warranty does not apply for apparent defects.
With regards to the services, any apparent non-compliance must be notified within 10 (ten) days and a maximum of 2 (two) months from the completion of the service. If SEISMO WAVE considers the complaint to be justified, the non-conformity will be remedied as far as possible.
A failure occurring on the product or the software before the invoice is settled must in no case be used as a pretext for the cancellation of order or delay in payment.
Our warranty is only acquired upon full payment for Products, Software and Services.
An instruction manual will be provided with each Product.
The results of metrological tests give rise to the establishment of documents drawn up in the name of the CLIENT. SEISMO WAVE keeps a copy of this document, this only document being authentic in case of dispute. No modification or alteration may be made to these documents after communication. Reproduction of a document produced by SEISMO WAVE is only authorized in its complete form. Any other form of reference to SEISMO WAVE’s services must be subject to the prior written agreement of SEISMO WAVE.
SEISMO WAVE retains the right of ownership of the products until such time as payment of the total price and accessory costs.
In the case of non-payment of the total or partial price on the designated date, SEISMO WAVE shall reserve the right of entire ownership of the equipment and by simple written notification and without any other formalities or prior notice, shall decide on the cancellation of sales rights, without prejudice of all damages-interests in its favour, the amount already received shall be definitively acquired by SEISMO WAVE, the latter having the power to recover possession of the products delivered in accordance with the application of the French law N¯ 80.335 of May 12th 1980.
Intellectual property rights on the programmes and software remain the property of SEISMO WAVE. All working documents, data, files, reports, plans, drawings, sketches, tools, articles, inventions, improvments, modifications made to Products, Software, and all other documents related to Products, Software or Services remain the property of SEISMO WAVE. The CLIENT undertakes not to make any use of it likely to infrige the intellectual property rights of SEISMO WAVE.
For the performance of the Metrology Services, SEISMO WAVE will be bound by an obligation of means. SEISMO WAVE remains free to determine only the methids, processes, techniques, products or other necessary for the performance of the Metrology Service, subject to acceptance by the CLIENT in the event of a change from the contractual offer.
L] Transfer of responsibility
The CLIENT shall be liable for all damage or loss as from the date of delivery to the address given on the purchase order. The transport statement signature shall act as proof of delivery.
The CLIENT is expected to check the condition of the product on delivery, and in the case of damages, to provide precise details as to the reasons for reticence on the transport statement. These reasons must be reiterated by registered letter to the transport company in the three days following delivery. SEISMO WAVE must be informed in writing within 8 days following delivery.
No claims shall be accepted if the above procedure is not respected.
M] Transfer of contract
Any transfer of the present contract, concerning either the software or equipment, for the benefit of a third party, shall not be valid without written agreement by SEISMO WAVE and reciprocally.
N] Risk Transfer
SEISMO WAVE shall transfer the responsibility of product utilisation to the CLIENT as from the date of delivery. The latter shall be informed of the risks of fraudulent use of the product. The CLIENT shall take all appropriate action to ensure protection against such risks. Under no circumstances shall SEISMO WAVE be held responsible for the consequences of fraudulent use of the products sold. Each product is delivered with its original packaging.
SEISMO WAVE shall refrain from communicating to third parties, without prior agreement, any information concerning the work entrusted to it. SEISMO WAVE personnel are contractually bound by professional secrecy. However, SEISMO WAVE cannot be held responsible for the disclosure of this information if it was in the public domain, if SEISMO WAVE already knew about it, if it came to obtain it regularly from other sources, or even if he was required to disclose them to an authority within the framework of an administrative or judicial procedure, or to an external body within the framework of audit.
The CLIENT undertakes to treat confidentially all technical, commercial, financial or other information of which he would come to know about SEISMO WAVE within the framework of the execution of the service, as well as the composition of the products and the content of software delivered by SEISMO WAVE.
This contract shall be governed by the laws of the Republic of France. In the case of litigation occurring due to interpretation or application, the Commercial Tribunal responsible for the company SEISMO WAVE shall be called upon to intervene. This shall also apply in the case of summary jurisdiction and procedures in matters of special urgency.