GENERAL TERMS AND CONDITIONS OF SALE - BECHTLE COMSOFT

Rev. 21/03/2019

 

 

A. SCOPE

BECHTLE COMSOFT’s general terms and conditions apply to any sale, provision of services, or any transfer of rights relating, but not limited, to software. They override all previous general terms and conditions and take precedence over the Customer's general terms and conditions of purchase.

Any other condition to the Customer’s advantage (i.e. special conditions) will only apply validly with the written consent of BECHTLE COMSOFT.

These general terms and conditions apply solely to professionals and legal entities under public law.

 

B. ORDERS

All orders must be placed through a purchase order stating the following details: Customer’s name or company name, SIRET number, invoicing address, delivery address, order reference, precise description of the Products and references, quantity, unit price excluding VAT, shipping costs, method of payment, signatory’s name and position, stamp and signature. When a quote sent by BECHTLE COMSOFT is accepted, the signatory’s name and signature must appear clearly together with the Customer’s commercial stamp, and the quote must be returned by email, post or fax. Orders will only be considered final after they have been accepted by BECHTLE COMSOFT, either through an acknowledgement of receipt of the order, or through the delivery of the Products ordered. For service provisions, BECHTLE COMSOFT's letter of commitment must also be signed by the Customer.

 

C. PRICES

Prices are stated in Euros and are exclusive of VAT and shipping costs, subject to availability of stock.
Orders are only validated once the availability of the Products ordered and the price applicable at the time of sale have been confirmed. BECHTLE COMSOFT reserves the right to change its prices depending on its suppliers’ imperatives or variations in exchange rates. In the event of a price change, BECHTLE COMSOFT will inform the Customer so that the latter may either confirm or cancel the order.

 

D. TIMEFRAMES

Delivery times are indicated for information purposes only and may vary depending on stocks and product availability from BECHTLE COMSOFT's suppliers. Any delays in delivery may under no circumstances give rise to the application of penalties or damages.

 

E. DELIVERY

Unless expressly requested by the Customer at the time of the order, BECHTLE COMSOFT delivers the Products through a carrier it designates. The Products are insured during transport, and risks are transferred on delivery. On delivery of the Products, the Customer must state any reservations on the shipping documents and inform BECHTLE COMSOFT within 24 hours of delivery. Failing this, no claims will be accepted from the Customer. We reserve the right to request direct deliveries from our supplier's warehouses.

For electronic delivery (ESD) of software, the Customer is informed of the procedure for downloading and installing the relevant licences according to the instructions on the purchase order, either directly by the publisher or through BECHTLE COMSOFT.

The Products are considered to have been delivered as soon as the delivery email is sent by BECHTLE COMSOFT, or as soon as the software publisher issues notification to the effect that the licences have been sent to the end user.

BECHTLE COMSOFT declines any liability regarding installation, for any possible damage following the installation of the licences by the Customer or for the correct operation of the product.

 

F. PAYMENT

Orders are paid in cash by bank transfer. Certain special contracts must be settled by direct debit. However, the Customer may ask BECHTLE COMSOFT to open an account for payment at a due date determined in advance. The account will only be opened after our financial partner has agreed to the outstanding balance. In the event of an overrun in the outstanding balance, BECHTLE COMSOFT will not deliver any new order without prior payment of the previous invoices, even if they are not yet due. If our partner cancels the outstanding balance, the Customer's credit rating deteriorates, the Customer changes his/her/its professional activity, legal form or if the Customer transfers or leases his/her/its business, BECHTLE COMSOFT reserves the right to cancel any outstanding balance and request immediate payment of the invoices due. All new orders will be payable in cash by bank transfer only.

 

G. LATE PAYMENT

Any late payment shall automatically result in the acceleration of any sum due to the creditor for any reason whatsoever, the suspension of all deliveries in progress and, pursuant to Article L 441-6 of the French Commercial Code and Decree 2012-1115 of 2 October 2012 in the event of non-payment on the day following the date of payment appearing on the invoice, the application of default penalties equivalent to three times the legal interest rate and the payment of a flat-rate indemnity of € 40 (forty euros) for collection costs. In addition, when the recovery costs incurred exceed this penalty, the creditor may request additional compensation.

 

H. RETURNS

Any return requests should be sent by email to logistique@comsoft.fr. With the exception of registered licences and other Products delivered electronically (ESD), the Customer may request the return of any Product that has not been unpacked, opened, installed or used within 8 working days of delivery without having to provide a reason, by registered mail with acknowledgement of receipt.

After expiry of this period, or if the Product has been unpacked, opened, installed or used, or if it is under a registered licence or is an ESD Product, the return cannot be accepted without the prior consent of the software publisher or manufacturer and BECHTLE COMSOFT will strictly apply the warranties and conditions stated by the latter. Any return refused by a publisher or a manufacturer will under no circumstances allow the Customer to refuse to pay the invoice concerned. A credit note will be issued for any Product returned under the terms of the Return Material Authorisation (RMA) provided by BECHTLE COMSOFT on receipt of the Product, or it will be exchanged if recommended by the manufacturer.

 

I. SOFTWARE INTELLECTUAL PROPERTY

No intellectual property rights are transferred to the Customer, who only benefits, where applicable, from the right of use in accordance with the terms of the software licence and the provisions of the intellectual property code.

 

J. SOFTWARE LICENCE TERM

By accepting the software licence, the Customer undertakes to abide by its term and conditions of renewal or non-renewal, which will be enforceable against the Customer by BECHTLE COMSOFT.

Where a software licence provides for automatic renewal and the Customer does not wish to pursue the licence after its term, it is up to the Customer to terminate it in accordance with the procedure, notice period and forms stipulated therein.

If the software licence is automatically renewed, Customers who have not terminated their licences in the form and within the time limits provided for will be liable to pay the relevant royalties to BECHTLE COMSOFT.    

 

K. RETENTION OF TITLE

BECHTLE COMSOFT shall retain title to the Products until full payment of the price, all incidental costs and taxes by the Customer (law 80-335 of 12 May 1980). In the event of non-payment of an invoice by its due date, BECHTLE COMSOFT is entitled, without prior formalities and independently of any legal action, to require the Customer to return the Products delivered as promptly as possible, at the Customer’s expense and without any objection thereto.

If the Products have been resold by the Customer, BECHTLE COMSOFT will benefit from direct entitlement to the proceeds of the sale of these Products to the sub-purchaser or any agent of the Customer. Consequently, the latter will be under the obligation to convey to BECHTLE COMSOFT all sums which they may owe to the Customer due to the sale of the Products under this retention of title clause.

 

L. APPLICABLE LAW - Attribution of jurisdiction

This agreement is subject to French law. Any dispute arising from the construal or performance of this agreement which cannot be settled amicably by the Parties will be submitted to the exclusive jurisdiction of the courts of STRASBOURG, including summary proceedings, nullity actions, third party claims or plurality of defendants.

 

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