 Summary
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1.1. General Provisions
All sales by EDICAD sarl are subject to these conditions. Information given on other documents such as brochures, catalogues, etc. is for information only. Placement of an order with EDICAD sarl constitutes unreserved compliance with these business conditions, which cancel all different clauses or stipulations appearing in the customer’s correspondence or other documents. Acceptance of certain special conditions occurs only in exceptional cases and relates only to a single order.
1.2. Quotations
Unless otherwise specified, quotations drawn up by EDICAD sarl are valid for a maximum of 30 days from their issue. Such quotations are only binding on EDICAD sarl for the clearly defined periods and the customer shall not claim any interpretation other than that of EDICAD sarl for other periods.
1.3. Orders
An order will not be accepted unless accompanied by a deposit representing 40% minimum of the total value including taxes. The order dates from payment of the deposit by the customer. Customer orders shall be precise, otherwise the interpretation by EDICAD sarl takes precedence and the customer is bound by these conditions.
1.5. Prices
Our prices are ex our works exclusive of taxes. If products require preparation, packing and shipment, these services will be invoiced.
1.6. Delivery
EDICAD sarl will use its best endeavours to deliver orders accepted by it as soon as possible. Any delivery or shipment date shown on an order or other document is for information only. Under no circumstances shall EDICAD sarl be liable towards the customer for any delay in delivery for any reason whatsoever. In the event of a stock outage in the products, EDICAD sarl will use its best endeavours to meet orders equitably for all its customers. Unless otherwise agreed, EDICAD sarl may make partial deliveries of the customer’s orders which will be invoiced separately to the customer and paid for by it when due, without taking subsequent deliveries into consideration. Delay in making any delivery shall not release the customer from its obligation to accept the deliveries to be made.
1.7. Shipment
Our goods are shipped at the recipient’s risk and peril, whatever the means of transport or whether free delivered or not. The recipient’s attention is drawn to the need to reserve all rights where necessary towards the carrier within the time limits imposed by article 105 of the Commercial Code.
1.8. Defects on delivery
Any defects or deficiencies discovered on delivery of the hardware shall be notified to EDICAD sarl by registered letter within 48 hours at the latest. At the end of that time the delivery is deemed complete and in conformity and the hardware is considered to be in perfect working order.
1.9. Methods of Payment
Invoices are payable in cash. Compliance with the periods defined on the order is compulsory. Any delay in payment shall result lawfully and without prior notice in payment of default interest at a base rate of 1.5% per month of delay and immediate receivability of all sums outstanding from the customer to EDICAD sarl. EDICAD sarl further reserves the right to suspend or cancel other current orders, without prejudice to further damages. Deposits already paid to EDICAD sarl are acquired by it as damages, even if the hardware is taken back, up to a limit of 30% of the value exclusive of tax of the said hardware. All costs incurred by EDICAD to recover its debt are payable by the customer. Acquisition after a regular charge: The customer pays a total fee to the company, as defined on the order, which is payable by regular charges also defined on the order. After payment of a charge, the customer has the right to use the specified version for the period corresponding to the date of payment of the next charge. After payment of all the charges stipulated on the order, the customer acquires a personal, non-assignable right of use for an indefinite period. Non payment of a charge when due prohibits the customer from using the software package in any way whatsoever. In this case the customer shall uninstall the package without delay and return all the supports and supplies made available to it. The customer is informed and agrees that any package for which a charge is not paid when due will be deactivated automatically on the day after the date when payment of the charge is scheduled.
1.10. Retention of Title - Resale of Products
EDICAD sarl remains the owner of all products supplied until payment by the customer of all sums due is made in full, notwithstanding the transfer of risk at the time of delivery. Consequently the customer undertakes to insure the goods against the risk of loss, theft, damage or destruction in favour of EDICAD sarl. Any indemnity payment shall be made directly to EDICAD sarl by express subrogation. Resale of the goods is prohibited until payment of the goods is made by the customer in full. Resale and title to the software packages are subject to the conditions in their supply agreement or licence. If the customer is a retailer, he agrees to inform his buyer of any retention of the retention of title clause to which the products and consequential claims may be subject. The customer undertakes and shall place and obligation on his buyer to keep the products under retention of title so that they cannot be confused with others and shall comply with and obtain compliance with any distinctive signs placed upon them for the purpose. The customer shall take out insurance in favour of EDICAD sarl to cover the risk of loss or destruction while EDICAD sarl retains title. In the event of any violation whatsoever of this title clause, EDICAD sarl may duly cancel the corresponding contract of sale by sending a registered letter with receipt slip to the customer, constituting ineffective notice after eight days. Cancellation shall not remove other rights from EDICAD sarl, particularly in relation to damages. In consequence of such cancellation, the customer shall return the products and pay a sum to EDICAD sarl equivalent to one third of the selling price of the products concerned per year or part year between the date of delivery of the product and the date of actual return to EDICAD sarl to cover product obsolescence on the basis of depreciation of 33% per annum, together with a cancellation charge of 30% of the value exclusive of taxes of the unfulfilled contract, valued on the date of cancellation. The cancellation charge will be offset by EDICAD sarl against payments already received.
1.11. Warranty
The hardware is guaranteed for the period applied by the manufacturer, unless otherwise specified. This period is three months and begins on the date of its delivery. The warranty applies only to operating defects notified during that period. It applies during the period defined above only in cases where the hardware has been in normal use and the warranty ceases to apply if the hardware has been under heavier use than specified or in the event of modifications not carried out or authorised by EdiCAD sarl. The warranty does not apply in the event of replacements or repairs resulting from normal wear of the hardware, defects caused after its shipment from EDICAD sarl and in particular in the event of poor maintenance, poor installation or operation or use not in accordance with the specifications of EDICAD sarl or the manufacturer. The warranty is limited solely to replacement of parts recognised as defective by original parts. Under no circumstances shall replacement extend the warranty for the hardware as a whole. In order to take advantage of this warranty, the customer shall notify EDICAD sarl in writing without delay, specifying the defects which have appeared in the hardware sold. Application of the warranty is subject to proper return of the full hardware in its original packaging to the technical facilities of EDICAD sarl or the manufacturer. This warranty is not applicable to the software packages, particularly the packages in the EDICAD sarl range. EDICAD sarl offers no guarantee or service other than correct supply for packages not produced by it. For all the services it provides, EDICAD sarl is bound only by obligation to achieve the means, not the result. EDICAD sarl shall not be liable for compensation to the customer for personal injury, damage to goods other than the object of the contract or loss of profit.
1.12. Liability
The customer is liable for the choice of this software package, having carefully studied the documentation provided by the company giving the necessary advice and information and the conditions of use and performance limits of the package and use made of the results obtained. The company is liable for the conformity of the package with its documentation. The onus of proof of any non-conformity is on the customer. Should the company be found liable, it is expressly agreed that the total compensation payable by it for the sum total of causes shall not exceed a sum equivalent to 50% of the fees paid by the customer for the software version concerned.
1.13. Industrial Property, Copyright
The rights associated with the trademarks, electronic circuits, models, documentation and hardware supplied to customers are the exclusive property of EDICAD sarl and its suppliers (manufacturer, designers, authors...). Their modification, copying or disclosure is prohibited without written permission from EDICAD sarl.
1.14. Retailer, Intermediairy
He is contractually linked with EDICAD sarl. The retailer or intermediary is deemed a professional and consequently shall insure against all risks and liability towards his buyer in that he is deemed to have checked that all the hardware and software sold or recommended by him is in perfect working order. EDICAD sarl prohibits disposal of the products supplied for purposes of security or collateral.
1.15. Penalty Clauses
In the event of non-compliance by the customer with any of his obligations, he is liable for compensation equivalent to 20% of the value of the contract, irrespective of all other sums due in accordance with the other clauses of these general business conditions.
1.16. Guarantor
The natural person who places orders with EDICAD sarl stands personal surety for the undertakings given and may if necessary be called to realise the guarantee.
1.17. Applicable Law - Jurisdiction, Independence of Provisions
a) These general business conditions and all quotations issued and contracts of sale concluded by EDICAD sarl are governed by the laws of France and any disputes arising out of them shall fall within the exclusive jurisdiction of the courts of CAHORS. b) Should any of the provisions of these general business conditions be deemed or declared by a decision of the court to be illegal or null and void, the provisions of the other general business conditions shall remain fully in force. c) Failure by EDICAD sarl to take advantage of any breach of these general business conditions shall not constitute failure to take advantage of any subsequent identical or different breach.
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