ARTICLE 1 - OBJECT
These terms and conditions are binding on the parties and prevail over the Customer's terms and conditions of purchase. No derogation from these conditions shall be enforceable unless expressly accepted by Inibar Services in the "Special Conditions" or validated on receipt of the order.
ARTICLE 2 - ORDER CONFIRMATION - MODIFICATION - CANCELLATION
Commitments, contracts and orders entered into by our agents or representatives only become final after acceptance and written confirmation by our company. The same applies to any modification. Under no circumstances can we accept the total cancellation of an order in progress or for which the material has been supplied, even for reasons of exceptional delay.
ARTICLE 3 - DELIVERIES
3.1 Delivery Delivery is deemed to have taken place when the goods are taken over by our carrier or the carrier designated by the customer. Consequently, the transfer of ownership, risk and responsibility for the equipment sold takes place as soon as the carrier takes charge, even in the case of carriage-paid delivery. It is the purchaser's or consignee's responsibility to check the quality and condition of the goods on receipt. It is the buyer's or recipient's responsibility to express any reservations to the carrier upon arrival, and if necessary, to exercise any recourse against the carrier within 48 hours, by registered letter with acknowledgement of receipt, without Inibar Services being held responsible in any way.
3.2 Complaints As delivery times are given as an indication for each order, Inibar Services will not be held liable for any damages, compensation or penalties for late delivery unless specifically stipulated in the order and expressly agreed by Inibar Services. Complaints relating to weight, dimensions, quantities, apparent quality defects, are admissible within 48 hours of the arrival of the goods at destination, and provided that the consignee has lodged reservations with the carrier within the prescribed time limit.
Inibar Services' liability for goods found to be non-conforming or defective shall be limited to the obligation to simply replace the non-conforming or defective supply, to the exclusion of all costs or damages. If the material is not supplied by Inibar Services, the supplier must deliver the material exactly as recommended in Inibar Services' offer and leave it packed in its original cartons. The supplier shall also not sell any services related to the installation of the hardware or software. In the event of non-conformity, Inibar Services reserves the right to refuse the material or to charge the customer or the supplier for any excess time, at Inibar Services' current rate. Transport costs relating to delivery will be borne by the purchaser.
ARTICLE 4 - PRICING CONDITIONS
4.1 Prices Our prices are established at the rate indicated on our offers or acknowledgements of receipt. They are firm and definitive for a period of one (1) month. 4.2 Services (training, installation, parameterization, etc.) The dates of services are defined by mutual agreement and fixed several weeks before the effective date of commencement of work. The dates will be defined when the order forms are signed and received by Inibar Services. Services performed on Saturdays and/or at night (between 9:00 pm and 6:00 am) will automatically be subject to a surcharge of 50% of the daily price of the service. Services performed on Sundays and/or public holidays will automatically be subject to a surcharge of 100% of the daily price of the service. Our service providers' work orders, validated and signed by the customer, will serve as proof of invoicing. 4.3 Exclusions Our rates do not include any cabling services (weak current or electrical current), nor any consumables (including connection cables). 4.4 Cancellation of services Any cancellation of services will be invoiced at: - 100% of the order for cancellation on D-day; - 80% of the order for cancellation on D-2, D-1.
4.5 Accommodation / Transport Accommodation and meal expenses for Inibar Services staff are at the customer's expense for all services related to the execution of the order. These expenses may be invoiced on an actual basis upon presentation of receipts, or according to the accommodation package shown on the validated order. Travel expenses incurred by Inibar Services employees or any other party involved in the execution of the present contract will be invoiced upon presentation of receipts, regardless of the technician's place of origin, or according to the travel package shown on the validated order. For all car journeys invoiced on an actual basis, the kilometric scale in force will be applied. 4.5 Maintenance Software and hardware maintenance is calculated on the basis of non-discounted prices.
Hardware maintenance begins on the date of delivery for all hardware orders placed with Inibar Services and installed by Inibar Services teams, and on the date of signature of the maintenance order in all other cases. 4.6 Call center In the case of services sold requiring calls to the Inibar Services call center, a dedicated line may be set up according to contract. In all other cases, a generic line is available and calls will be billed at 12 centimes per minute, plus the cost of communication from a cell phone.
ARTICLE 5 - TECHNICAL CONDITIONS
Our technicians are H0B0V - Non Electrician qualified, and must only work within a limited perimeter imposed by regulations for safety reasons. 5. 1 Electricity The customer must install an inverter for the proper operation of computer systems, and in particular all critical equipment such as servers, cash registers, terminals, routers, etc. .... A direct power supply from the establishment's general meter must be provided for all the system's IT components. 5. 2 Cabling If existing cabling is used, it must be validated as compliant with current standards and have been the subject of cabling certification, which must be sent to Inibar Services prior to on-site intervention.
ARTICLE 6 - WARRANTY
If the customer has not taken out a specific support contract with Inibar Services (known as a "Maintenance Contract"), the hardware and point-of-sale terminals are directly guaranteed and maintained by the manufacturers or by approved establishments, as part of a supply and installation service provided by Inibar Services.
ARTICLE 7 - PAYMENT
7.1 Due date Due dates are always defined by Inibar Services, regardless of the method of payment, from the date of issue of the invoice. Inibar Services reserves the right to request any payment guarantees it deems necessary. In the absence of such guarantees, Inibar Services may cancel any contract or order or part of a contract or part of an order still to be executed. 7.2 Receivables No discount is applicable for cash payment. Goods are payable to Inibar Services, and any covering paperwork does not operate as a novation or derogation to the above clause. 7.3 Default of payment In the event of non-payment of a single invoice on its due date, all invoiced sums remaining due shall become immediately and automatically payable, including any invoices not yet due. In addition, Inibar Services shall be entitled to suspend or cancel the part of the contract or order still to be performed. In the event of late payment, the purchaser shall pay late payment interest equivalent to 3 times the legal interest rate calculated from the initial due date (law 2008-776 of August 4, 2008), and a fixed indemnity for collection costs of 40 euros (decree n°2012-1115 of October 2, 2012). 7.4 Terms of payment Unless otherwise agreed, payment shall be made in accordance with the following rule: For software packages and hardware: 1st instalment: 50% when the order is placed. Balance: on delivery; For services: As services progress, by monthly period.
ARTICLE 8 - RETENTION OF TITLE
8.1 Reservation Inibar Services reserves the right of ownership of the goods delivered until full payment of all supplies due under the terms of the order or the Contract (Article 121, paragraph 2 under Law 85-98 of January 25, 1985). 8.2 Transfer of ownership In this respect, the customer undertakes to leave the label, which may be affixed, defining the ownership of Inibar Services on all materials not yet paid for in full.
8.3 Repossession In the event of non-payment on the due date, Inibar Services shall be entitled to repossess the equipment and supplies delivered. 8.4 Transfer of risk - insurance The transfer of risk and responsibility for the safekeeping of the equipment shall pass to the customer as soon as the goods are taken over by our carrier or the carrier designated by the customer. In order to protect the rights of Inibar Services, the Customer undertakes to take out, at his own expense, insurance with a reputable and solvent organisation to cover all risks that may affect the equipment purchased and not yet fully paid for, and in particular the risks of damage, theft and loss.
ARTICLE 9 - CONFIDENTIALITY
9.1 Personnel The parties undertake and warrant for their personnel, suppliers or subcontractors, to respect the confidential nature of the information exchanged under this Contract and not to reveal it or make it available to third parties, without having obtained the prior written consent of the other party, except when ordered to do so by a Court or an Administration.
9.2 Documentation - Information In addition, it is agreed between the parties that the Software Package(s), the accompanying documentation and the information transmitted at the time of its communication are confidential information of Inibar Services. Consequently, the Customer undertakes: * not to de-compile, disassemble or attempt, in any way whatsoever, to reconstitute the source code of the operating software package(s); * not to communicate them except to its employees who, by virtue of their duties, will need to use the operating software package(s); * to warn its employees of their confidential nature; * not to disclose them or allow them to be disclosed by its employees or representatives.
9.3 External interfaces The customer undertakes not to access, copy or duplicate the databases of software packages supplied by Inibar Services unless bilaterally agreed by both parties by registered letter with acknowledgement of receipt. For any third-party software packages wishing to exchange data with our software packages, the Customer undertakes to follow the certification process set up by Inibar Services. Any failure by Inibar Services to do so will result in automatic and irrevocable termination of the present Contract. 9.4 Personal Data 9.4.1 Pursuant to Law 78-17 of January 6, 1978, amended by Law no. 2018-493 of June 20, 2018, it is recalled that the personal data requested from the Customer is necessary for the performance of services by Inibar Serivces, in particular for the processing of its order, the performance of services and the preparation of invoices. 9.4.2 The Customer has, in accordance with national and European regulations in force, a permanent right of access, modification, rectification, opposition portability and limitation of processing with regard to information concerning him.
ARTICLE 10 - POACHING / HIRING
Except by prior written agreement between the Parties, each Party undertakes, for the duration of the Contract and for a period of two (2) years from its expiry or termination by either Party, not to solicit the employees of one of the Parties who have participated in the performance of the Contract.
Should one of the Parties fail to comply with this undertaking, it undertakes to compensate the other Party by paying an indemnity equal to the gross salary that the employee would have received during the twelve (12) months prior to his or her departure. The payment of this indemnity is without prejudice to the rights of the injured Party to sue the Party that failed to comply with this undertaking for reimbursement of the financial and moral prejudice suffered.
ARTICLE 11 - UNILATERAL CANCELLATION AND/OR POSTPONEMENT BY THE CUSTOMER
In the event of postponement of dates due to the customer's fault, the cancellation or postponement obliges the customer to pay an irreducible lump-sum indemnity in accordance with article 4.4 of the GCS.
ARTICLE 12 - LIABILITY
Inibar Services guarantees the customer, in accordance with legal provisions, against any lack of conformity of the Services and any latent defect, to the exclusion of any negligence or fault on the part of the customer. Inibar Services undertakes, under an obligation of means, to carry out all the Services entrusted to it in accordance with the rules of the trade and the practices of the profession. Inibar Services' liability may only be incurred in the event of proven fault or negligence and is limited to direct loss to the exclusion of any indirect loss.
Indirect loss includes any financial or commercial loss, loss of profits, data, orders or clientele, as well as any action brought against the Customer by a third party. The Customer shall take all necessary precautions against the risk of loss or accident to programs, data and/or files entrusted to Inibar Services under the terms of the present contract, and shall be personally responsible for any necessary back-ups. Neither Party may be held liable in the event of force majeure preventing it from fulfilling its obligations under the contract. In the event of force majeure, as defined in article 1218 of the French Civil Code, and in order to assert its rights, the Customer must inform Inibar Services in writing of the existence of the defects within a maximum period of 48 hours of their discovery, failing which Inibar Services will rectify or have rectified, at its sole expense, the Services deemed defective, in accordance with the appropriate procedures agreed by the Customer. In any event, should Inibar Services be held liable, Inibar Services' warranty will be limited to the amount paid by the Customer for the provision of the Services, exclusive of VAT.
ARTICLE 13 - JURISDICTION
In the event of a dispute, and after an attempt has been made to find an amicable solution, the Versailles Commercial Court shall have express jurisdiction, notwithstanding plurality of defendants or the introduction of third parties, even for emergency proceedings or protective proceedings in summary proceedings or by petition.
ARTICLE 14 - CONTRACTUAL DOCUMENTS
14.1 Validity The provisions of these general terms and conditions contain the entire agreement between the Parties. They supersede all prior agreements and discussions. 14.2 Partial invalidity If one or more stipulations of these general terms and conditions should be held invalid, the other stipulations shall retain their full validity unless they are inseparable from the invalidated stipulation.
ARTICLE 15 - REFERENCES
15.1 The Customer authorizes Inibar Services to cite the Customer as a reference in all of its institutional, commercial and advertising documentation, as well as on its website and social networks, in particular by using the Customer's corporate name and logo. 15.2 Inibar Services reserves the right to use the services performed for the Customer as part of its communication and promotion policy, in particular on its website or social networks, while respecting the confidentiality of the identity and contact details provided by the Customer when subscribing to the services.