ARTICLE 1 – SCOPE 

1.1. These general terms and conditions shall apply to the sales of products and associated services of the Seller, as described on websites or any business document, catalog, commercial documents and any other support. 

1.2. These general conditions are intended to apply to all Clients, whether they are manufacturers, integrators, resellers, users, or other, who are presumed to have taken note of such general conditions, any order placed entailing unreserved acceptance. 

1.3. They are reproduced on the Seller’s business documents or are the subject of annexes to these documents. They can also be communicated upon simple request of a potential Client. 

1.4. The supply of products and associated services requiring particular services may however justify, at the request of the Seller, the conclusion of a specific contract or special conditions of sales, derogating from these general conditions of sales and associated services. 

1.5. As acceptance of these conditions cannot be conditional or partial, any exemption must be subject to a prior written agreement. 

1.6. These general conditions prevail over any general purchasing conditions, as well as any contradictory clause of any kind appearing on documents, the Client waiving the right to invoke them for any order placed. 

ARTICLE 2 – OFFERS 

2.1. The products descriptions appearing on websites, catalogs, advertisements, commercial or technical documents, as well as studies and recommendations communicated by the Seller are only indicative and do not constitute any contractual commitment. 

2.2. Only offers including description and prices addressed directly to Clients bind the Seller, and this for a maximum period of 90 days, unless otherwise expressly provided for in the quoting. 

2.3. The offers, studies, plans, drawings transmitted by the Seller remain his property and shall not be communicated to any third party by the Client without his consent. 

2.4. The Seller retains the right to modify, at any time and without notice, the list of products sold, or to make improvements to the products and associated services. 

2.5. The Client acknowledges having read the general conditions of sale and pricing conditions, either on the Seller’s website, or on his e-commerce platform, or by electronic communication by the Seller, and this before any order. 

2.6. In the event of a direct order on the e-commerce platform, the Client must comply with the various validation steps provided for the orders. 

ARTICLE 3 – ORDERS 

3.1. An order does not become final until it has been recorded and confirmed in writing, the Seller being bound by the commitments of its representatives and agents only after express acceptance. 

3.2. Any addition or modification to an order is binding on the Seller only after written confirmation. 

3.3. The Seller is not required to accept orders that do not comply with the minimum order quantity and / or technical batch. 

3.4. The Seller reserves the right not to accept and even to cancel an order likely to violate applicable laws and regulations, both in France and in the territory or territories in which the delivery and / or the provision of associated services is or must be carried out. 

3.5. The Client waives any claim or action against the Seller on the basis of loss, damage or costs resulting from a modification or cancellation of an order by the Seller which would be made on this basis. 

3.6. In the event of an order for a total amount of less than € 200, excluding tax and additional transport costs, the Seller will apply an increase for processing costs, in order to reach these € 200, except in case of an order placed online, via the e-commerce platform. 

3.7. The Professional Client, having concluded a contract at a distance as part of his main activity, cannot benefit from the right of withdrawal provided for by the French Consumer Code. 

3.8. No order shall be totally or partially canceled during execution, without the express consent of the Seller. In the event of express acceptance, the Seller reserves the right to invoice costs and disbursements incurred. 

3.9. Any additional or complementary request from the Client must be subject to a written amendment to the order and gives rise to a new confirmation from the Seller. 

ARTICLE 4 – DELIVERY 

4.1. Deliveries are made in accordance with accepted and confirmed orders, subject to quantitative tolerances. 

4.2. The technical notices for the use of the products are attached during deliveries. 

4.3. As delivery periods are indicative, any delay shall not give rise to order cancellation or penalties, as long as the order can be executed within a reasonable time. 

4.5. The deadlines stated in our order acknowledgment correspond to the dates of departure from our factory. In no case shall it be a date of receipt of the merchandise by the customer. 

4.6. Delivery periods do not start until the indications, information, as well as all the documents necessary for the execution of the orders have been transmitted to the Seller. 

4.7. Delivery periods are also suspended by any delay of the Client to communicate the details necessary for the execution of the sale and the associated services; Delivery times are also suspended by any failure by the Client to meet its obligations and specifically to respect the stipulated payment deadlines. 

4.8. In the event that the Client benefits from an outstanding credit, the Seller is only required to deliver the products ordered by the Client or to perform the associated services within the limit of the maximum authorized outstanding, the Seller may delay delivery until the Client outstanding level allows delivery and services to be carried out. 

4.9. The Seller retains the possibility, if necessary, to partial deliveries or executions and such partial deliveries performances cannot in any circumstances justify a refusal of payment for the products and services actually delivered. 

4.10. The products are delivered according to the rules of the Incoterm ICC 2020 determined by the order confirmation. If no Incoterm is provided, sales are deemed to be EXW, delivery place designated by the Seller in charge of delivery. Pursuant to the Incoterm EXW, transport and insurance of the products are the responsibility of the Client, the packaging being the responsibility of the Seller, unless otherwise provided. The transfer of risk takes place upon delivery, in application of the Incoterm chosen or, if no Incoterm is chosen, upon departure of the products from the premises of the concerned establishment of the Seller. 

4.11. When products are made available for pick up by the Client and the removal is delayed for reasons beyond the control of the Seller, the products are stored and handled at the sole expenses and risks of the Client. 

ARTICLE 5 – PRODUCTS RECEPTION 

5.1. The Client must verify, upon receipt, the conformity of the products delivered to the order and in particular the quantity, quality, dimensions and weight to reserve his rights against the carrier, the freight forwarder or the forwarder, in accordance with the Article L.133-3 of the French Commercial Code. Any reservations must be mentioned on the delivery note. 

5.2. If the transport is performed under the responsibility of the Seller, the Client must make all necessary reservations in this respect to preserve the Seller rights against the carrier, in particular by sending a copy of said reservations, no later than three days after delivery. 

5.3. The Client may not refuse to receive the products, even in the event of partial delivery or an apparent defect. 

5.4. It is up to the Client to provide any supporting documentation on the faults or defects found. He must give the Seller every facility to proceed to the ascertainment of observed faults and defects and take the appropriate measures to remedy them. 

ARTICLE 6 – PRODUCTS RETURN 

6.1. The return of products cannot take place without the prior written consent of the Seller. 

6.2. All returns must be accompanied by supporting documents allowing the Seller to determine the origin and causes of the returns. 

6.3. In the event of a justified return, the products will be reshipped in accordance with the Incoterm DDP (ICC 2020), to the initial place of delivery. 

6.4. In the event that the non-compliance is not attributable to the Seller, the Client must place a new order under the normal conditions set up in article 3, all repair costs incurred for the return of the products being borne by the Client. 

ARTICLE 7 – PRICES 

7.1. The prices include taxes, customs duties, insurance, transport, departure from the Seller’s premises in charge of delivery or from any other entity mentioned on the order confirmation. 

However, packaging costs may be included in transport prices, depending on the Incoterm chosen. 

7.2. Unless otherwise agreed, the selling price is the one on the prices list in effect at the date of the order confirmation but may be subject to adjustments, by reference to changes in prices of raw materials or supplier prices. The same is true for orders including split deliveries. 

ARTICLE 8 – PAYMENT TERMS 

8.1. Unless otherwise specified, invoices must be paid upon receipt to the establishment of the Seller that issued the invoice. 

8.2. The non-payment of any invoice within this period authorizes the Seller to request the payment of any debt it holds against the Client, even non matured. 

8.3. Any delay gives rise to the invoicing of interests calculated on the basis of the price including VAT at a rate equal to 3 times the legal interest rate applicable on the day of the invoice, in addition to unpaid costs. 

8.4. Any late payment gives rise to the payment by the Client of a € 40 compensation for recovery costs. 

8.5. In the event of late payment and except to justify additional costs, the Seller also reserves the right to suspend the execution and delivery of all orders in progress, and to exercise his right of recovery on any discounts granted. 

8.6. Any invoice dispute must be made within 10 calendar days from its receipt in order to enable it to be processed before the expiry of the payment period. 

8.7. The Seller may subject the opening of a Client account and even the confirmation of orders to the communication of accounting, financial or legal documents and, where applicable, to the provision of prior guarantees. 

8.8. In the event of a payment incident, the Seller reserves the right to request the provision of guarantees at any time, regardless of payment terms initially provided. 

8.9. In the event of non-payment, the Seller reserves the right to take back the goods as is, without prejudice to any compensation and particularly in compensation for loss of value or repossession. 

8.10. In the event of non-payment of invoices by the Client, the amounts due will be increased by an additional indemnity equivalent to 15%, in addition to costs and interests at the rate set up in article 8.3, from the date of dispatch of a formal notice to the Client by registered letter with acknowledgment of receipt. 

ARTICLE 9 – INTELLECTUAL PROPERTY 

9.1. The sale of products by the Seller can in no way confer a license to use a brand for any purpose whatsoever, including advertising. 

9.2. All Seller’s intellectual property rights relating to the products sold, including without limitation, brands, patents, designs and models, copyright, know-how, etc., remain the exclusive property of the Seller and shall never be transferred to the Buyer unless otherwise agreed. 

ARTICLE 10 – TITLE TO PROPERTY 

10.1. According to the provisions of articles 2367 to 2372 of the French Civil Code, the Seller retains the entire ownership of the products until full payment of the sale price, as well as interests and accessories, the payment only being considered effective upon collection by the Seller. 

10.2. The delivery of a bill of exchange, check or any other means creating an obligation to pay shall not be considered as an effective payment. 

10.3. For the purposes of this clause, the payments made by the Client attribute priority to the oldest invoices, whatever their amount or mentioned justifications. 

10.4. The title to property can also be exercised up to the amount of the outstanding debt on goods of the same nature and quality held by the Client or on his behalf. 

10.5. It can also be exercised whether the products are incorporated into other goods, provided they could be severed without damage 

10.6. In the event of de facto or de jure payment cessation, or in the event of total or partial default, the Client shall refrain from using, transforming, alienating, pledging or giving as security the products covered by this property reservation for the benefit of the Seller. 

10.7. In the event of resale of products before full payment to the Seller, the Client must notify the Seller, identify its own Clients and delegate without restriction the amount of the resale price as a guarantee to the Seller, who may claim payment directly from the purchasers.

10.8. The Client shall neither have the right to pledge products nor to give them as a warranty until full payment is effective. 

10.9. The Client shall take all measures to ensure the identification of the products, owned by the Seller on its premises, before full payment. 

10.10. The Client agrees to immediately inform the Seller of any compulsory liquidation receivership seizure or any other security measure taken by a third party on the products subject to the title to property clause, before full payment. In the event of cessation of payments, the Seller reserves the right to retain payments as a penalty clause and to claim the products property reserved to him. 

10.11. In the event of the opening of bankruptcy proceedings, an inventory of the products shall be carried out, in accordance with articles L622-6 and following of the French Commercial Code and especially articles L 624-17 and L 624.18. of the French Commercial Code. 

10.12. The Client must take out specific insurance for these products, in order to cover damages and claims that may be caused to the products and by the products. The Client agrees to subrogate the Seller, on simple request, in his rights vis-à-vis his insurer. 

ARTICLE 11 – WARRANTY 

11.1.Any apparent defect is covered by the reception of products made by the Client without reserve. The Seller liability for hidden defects is defined in articles 1641 and following of the French Civil Code. 

11.2. As in general, the Seller not being the manufacturer of the products marketed, its guarantees cannot exceed the guarantee conditions of its own suppliers, which may be communicated upon Client request. 

11.3. The Seller guarantees a product lifespan of at least two months, regardless of the guarantee commitments of its own suppliers. 

11.4. All defects, including hidden defects, as well as dimensional errors of the products, can only give rise to products replacement without additional compensation of any kind. The replaced Products are sent EXW (Incoterm ICC 2020), departing from one of the Seller’s place of delivery. 

11.5. The warranty is excluded in case of normal wear or improper use of products. This warranty only covers products on the assumption that they have been correctly stored, assembled, handled and maintained by the Client. 

11.6. The Seller is in no way required to repair indirect, material and immaterial damage such as loss of use, loss of operation, loss of production, loss of Clients or loss of profit of any kind. 

ARTICLE 12 – PROTECTION OF PERSONAL DATA

12.1 For the processing of personal data, the Seller complies with the provisions of European Regulation No. 2016/679 on data protection (GDPR) of May 23, 2018 and French Law No. 78-17 of January 6, 1978 relating to data processing, files and freedoms modified by the law 2018-1125 of 12 December 2018. 

12.2 The data collected by the Seller, as data controller, is processed in a lawful, fair and transparent manner. 

12.3 The Client is informed that he has the right to withdraw his consent at any time. The Client expressly agrees to communicate to the Seller his name(s), e-mail address(es), telephone number(s), IP, log(s).

12.4 The Seller only collects data for the following processing purposes:

– carrying out operations relating to the management of the contractual relationship with the Client and the monitoring of the commercial relationship,

– managing requests for the right of access, rectification and opposition,

– managing unpaid bills and litigation.

– carrying out the maintenance and optimization of websites in order to check / improve the quality of services, to optimize the operation and security of the sites.

The Seller’s websites may automatically collect information for statistical purposes, Clients or prospects having possibly to customize or disable the use of cookies. 

12.5 The Clients personal data are saved for the duration of the commercial relationship and 3 years from the end of it, under secured conditions, according to current technical means, in compliance with legal and regulatory provisions. 

12.6 The Seller undertakes to: The data collected is adequate, relevant and limited to what is strictly necessary with regard to the purposes (hereinafter referred to as the “Processing Purposes”). 

• process the data only for the processing purposes described above, 

• process data in accordance with European data protection regulations or any other provision of European Union law or laws of the Member States of the European Union relating to data protection, 

• inform the Client in advance in case of data transfer to any third country or to an international organization, 

• guarantee the confidentiality of personal data processed, 

• ensure that the people authorized to process personal data undertake to respect a high degree of confidentiality or are subject to an appropriate legal obligation of confidentiality and receive the necessary training in the protection of personal data, 

• take into account, with regard to its tools, products, applications or services, the principles of data protection by design and by default, 

• take into account all the measures required by the GDPR and more generally take all necessary precautions to preserve the security and confidentiality of the personal data to which it has access,

• initiate (a) physical security measures aimed at preventing access to personal data by unauthorized people, (b) identity and access controls via an authentication system as well as a password policy, (c) an authorization management system and (d) processes and devices allowing all actions carried out on its information system to be traced and carried out in accordance with the regulations in force, reporting actions in the event of an incident affecting personal data.

The Seller shall not be responsible in any way for security incidents related to the use of the Internet, in particular in the event of loss, alteration, destruction, disclosure or unauthorized access to Client data or information. 

12.7 In accordance with applicable regulations, the Client has a right of access, rectification, erasure, deletion, opposition, limitation and portability of data, the right not to be the subject of a decision automated individual (including profiling). 

The Client is informed that the right of portability of personal data concerns the data that he himself has provided as well as the personal data generated by his activity, on the basis of his consent or the execution of these general terms and conditions of sales. 

To exercise his rights, the Client can send an email to the following address: contact@ictdp.fr, attaching a copy of his identity card to his request. 

12.8 In the event of recourse to subcontractors or partners, they are required to comply with the obligations hereof on behalf of and according to the instructions of the Seller, as well as the obligations defined by the applicable regulations. Thus, the subcontractor or the partner presents the same sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the GDPR. 

12.9 The Client is informed of his right to contact the French supervisory authority, the CNIL, directly at the following address: 3 Place de Fontenoy – SA 80715 – 75334 PARIS CEDEX 07 (France). 

The Seller shall not be responsible in any way for security incidents related to the use of the Internet, in particular in the event of loss, alteration, destruction, disclosure or unauthorized access to Client data or information. 

ARTICLE 13 – LIABILITY LIMITATION 

13.1. The sale of products by the Seller does not create any obligation to advise, vigilance, guard or special recommendation on the adaptation of the products to their destination, the Client acknowledging being presumed sufficiently informed by the instructions by use and information manuals that have been handed over to him and willing to judge himself the suitability of products by tests or trials prior to their implementation. 

13.2. In no event and whatever the cause, origin or basis and whatever the nature of the action taken, including during the provision of associated services or as a result of negligence, shall the Seller liability exceed the selling price of the products having caused or suffered the damages. 

ARTICLE 14- TERMINATION 

14.1. Any failure in the performance by the Client of his obligations following a formal notice that has remained unsuccessful on the expiry of a period of 15 days, any delay in terms of payment, any credit impairment of the Client, such as the disclosure of a pledge on his business assets, may justify the notification of a forfeiture of the term by registered letter with acknowledgment of receipt and, as a result, the immediate exigibility of the amounts still due to any reason whatsoever, the suspension of all deliveries and the resolution of pending sales. 

14.2. The Client is liable for the additional costs incurred for the recovery with no prejudice of any damages which the Seller shall be entitled to claim. 

ARTICLE 15 – FORCE MAJEURE 

15.1. In the event of a force majeure cause, the Seller shall break off the delivery of products and the contract shall be suspended for the whole period during which the Seller remains unable to ensure deliveries and / or its attached services. 

15.2. Any event of any nature that is reasonably beyond the control of any party, such as, but not exclusively, wars, riots, floods, fires, epidemics, pandemics, shortages of raw materials, disruption of supply, strike on means of transport, strikes or lockouts in factories or product shops, interruption of means of transport for whatever reason, legal or regulatory provisions leading to major upheavals affecting production, supply or distribution of products, shall be considered as constituting a force majeure event. 

15.3. As soon as the cause or event of force majeure ceases, the contracts obligations shall be performed for the remaining period and the products not yet delivered. 

15.4. If the event exceeds a period of 3 months, the sale may be waived without compensation, at the initiative of one or the other party. 

ARTICLE 16 – RESTRICTIVE MEASURES ON SALES 

16.1. Dual purpose. The Client agrees to comply with the European Trade Policy and Regulations on exports and dual-use goods available from the following link: 

https://ec.europa.eu/trade/import-and-export-rules/export-from-eu/dual-use-controls/index_en.htm 

16.2. Restrictive measures. For the purposes of this clause, the term “Sanctions Regime” means legislation or regulations in a country whose compulsory law applies in the present case, relating to economic or financial sanctions or trade embargoes imposed, administered or applied to at any time by an Authority endowed with the power of sanction, including in particular a National Government, the United Nations Security Council, the European Union or the United States of America. 

16.3. The Client shall perform its obligations under the General Terms and Conditions of Sale by respecting all the Sanctions regimes and regulations in terms of export, re-export and trade control, in particular the legislation of the European Union and the United States of America. 

16.4. The Client shall not sell, export, re-export or transfer, directly or indirectly, goods, software or technology, obtained from the Seller in application of the general conditions of sale to any place or any party, in the event that said sale, export, re-export, or said transfer would be prohibited or limited by a sanction regime and regulations in terms of export, re-export and trade control, in particular the legislation of the European Union and the States United of America. 

16.5. The Client declares and guarantees that on the date of entry into force, no export or foreign trade control, nor any control under a Sanctions Regime constitutes an obstacle or an impediment in the execution of its obligations in application of the general conditions of sale. In the event of modification of these export controls and other controls of the foreign trade which would be likely to constitute an obstacle or an impediment in the execution of its obligations under the general conditions of sale, the Client shall keep the Seller informed of the consequences of such a modification. 

16.6. Any violation of this clause will constitute a material breach under the general conditions of sale and the contractual relationship with the Seller. 

16.7. The Client shall ensure that these obligations are imposed to any party to whom the products concerned by these general conditions of sale are sold, exported, re-exported and transferred so that the latter respects the obligations incumbent upon him in application of said general conditions of sale and that said person sends him an end-use contract. 

ARTICLE 17- COMPETENT JURISDICTION 

17.1.For all disputes, whatever their nature, relating to a sale and / or to the additional services provided by the Seller, the Commercial Court of the head office of the Seller’s entity that sold the products will be competent, and the French law will be solely applicable.