Terms and conditions

Definitions

In this document the following words shall have the following meanings:

• “Buyer” means the organisation or person who buys Goods from the Seller;
• “Goods” means the articles to be supplied to the Buyer by the Seller;
• “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
• “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
• “Seller” means F-DGS, whose registered office is at: 365 avenue de Rio, 77127 LIEUSAINT, FRANCE, with company registration 490399037 RCS Evry.

General

• These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
• Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

Price and Payment

• The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer.
• Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller.
• The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5.38% per annum above the base rate of the Bank of France.
• If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
  • require payment in advance of delivery in relation to any Goods not previously delivered;
  • refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
  • terminate the contract.

Description

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

Sample

Where a sample of the Goods is shown to and inspected by the Buyer, the parties here to accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

Delivery

• Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
• The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.
• If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
• The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.

Risk

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

Title

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

Warranty

• Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 12 Months from the date of delivery or 8000 hours of running ( the first coming will validate the end of the warranty period), subject to the following conditions:
• The Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
• The defect being due to the faulty design, materials or workmanship of the Seller.
• Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
• Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
• The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
• The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.

Liability

• No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
  • The correspondence of the Goods with any description;
  • The quality of the Goods
  • The fitness of the Goods for any purpose whatsoever.
• No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
  • the correspondence of the Goods with any description;
  • the quality of the Goods; or
  • the fitness of the Goods for any purpose whatsoever.
• All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

Limitation of Liability

• Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
• Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

Force Majeure

The Seller 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 the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

Relationship of parties

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

Assignement and Sub-contracting

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

Severability

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the law of France and the parties hereby submit to the exclusive jurisdiction of the French courts.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of France and the parties hereby submit to the exclusive jurisdiction of the French courts.

Data Protection

F-DGSi is firmly committed to a privacy policy aimed at protecting personal data processed in the context of its businesses and activities.

In order to share this policy with the various stakeholders, F-DGSi France has defined this General Data Protection Policy, so that any natural person – whether or not an employee – whether or not having recourse to the expertise of F-DGSi France in the context of the provision of services can, at any time, become aware of the commitments made and the practices applied by F-DGSi France on its personal data entrusted to it.

General preliminary commitment and in principle:

F-DGSi France undertakes to process all the data collected in accordance with the texts applicable to data protection (Law n ° 78-17 of January 6, 1978 modified and the General European Regulation 2016/679 of April 27, 2016 on data protection, these two texts being hereinafter referred to as the “Regulations”).

• This general data protection policy is intended for:
• To the Beneficiaries of the services of F-DGSi France,
• To professionals, partners of F-DGSi France,
• To individuals who are customers or prospects of F-DGSi France,
• To employees of F-DGSi France,
• Internet users browsing the F-DGSi France site.

For the understanding of the provisions of this general policy, F-DGSi France wishes to specify the following definitions:

• A processing of personal data is an operation or an organized set of operations carried out on personal data (collection, structuring, storage, modification, communication, etc.).
• Personal data is information that makes it possible to identify a human being (natural person), directly (for example his name/first name), or indirectly (for example his telephone number, his contract number, his nickname) .
• The data subject is the person who can be identified by the data used in the context of the processing of personal data.
• The data controller is the one who decides how the processing of personal data will be implemented, in particular by determining what the data will be used for and what tools will be used to process it.
• The subcontractor is the one who carries out operations on the data on behalf of the data controller, he signs a contract with the data controller who entrusts him with certain tasks and who ensures that he has the technical and organizational guarantees , allowing it to process the personal data entrusted to it in accordance with the regulations.
• The recipient is the one who receives authorized communication of personal data personal

What are F-DGSi France’s commitments as data controller?

F-DGSi France is responsible for the processing implemented in the context of its businesses and in this capacity, makes the following commitments:

• The personal data are used only for explicit, legitimate and determined purposes (objectives) in connection with its various businesses as they are each time mentioned during the collection of the said data and this in accordance with article 29 of the European regulation.
• In application of the principle of minimization, only personal data that is strictly useful is collected and processed: F-DGSi France thus applies the concept of privacy by default which protects the persons concerned from any excessive collection of data.
• The data is not kept beyond the duration necessary for the operations for which they were collected and this, taking into account the nature of the operations and the requirements of the law ie the legal prescriptions.
• We do not communicate or transfer personal data to third parties, but only to authorized recipients within the strict framework of the purposes defined beforehand and as communicated during the collection of the data.
• We entrust personal data to subcontracted service providers chosen according to appropriate technical and organizational guarantees, in order to guarantee the protection of the data entrusted to them under the instructions of F-DGSi France.
• The persons concerned are informed beforehand and regularly, in a clear and transparent manner, in particular on the purpose of use of their data, the optional or compulsory nature of their answers in the forms, the rights they have in terms of data protection and the methods of effective exercise of these rights, of the recipients.
• Whenever the Regulations so require, the data subject’s explicit, informed, active and unequivocal consent is obtained for the processing of their personal data.
• Appropriate security measures, at the logical, technical, organizational and legal level, have been defined on the basis of a risk analysis of the different families of processing of personal data concerned, and are implemented by F-DGSi France, its support services and its subcontractors engaged by contract, to ensure the protection of personal data.
• Whenever the risks presented by a processing require it, F-DGSi France carries out an analysis of the impacts on the privacy and the protection of the personal data of the persons concerned, in order to adopt measures adapted to these risks.
• F-DGSi France is committed to designing tools and systems that satisfy as far as possible the Regulations and the protection of the privacy of the persons concerned, by integrating compliance with these rules at the very design stage and development
• F-DGSi France and its subcontractors are committed to monitoring any possible and exceptional data breach and to taking all protective and corrective measures following a breach by informing the CNIL in due time and, if necessary, the people concerned.

At F-DGSi France, all employees and contributors are made aware or are in the process of being made aware of the principles of data protection as contained in the regulations, through regular training sessions scheduled and adapted to their activity and their responsibilities.

Employees have access only to the information necessary for their activity. Sensitive data is subject to specific authorizations and controls.