GCS Ijinus, Version updated on 9 January 2025
1. OBJET
These general terms and conditions of sale and services apply to the contractual relationship between Ijinus (hereinafter referred to as the “Supplier” and together the “Parties”) and the customer (hereinafter referred to as the “Customer”). They constitute the legal basis of the contracts, unless otherwise agreed in writing by the Supplier.
2. GENERAL PROVISIONS.
2.1. Formation of the contract.
These general terms and conditions do not entail any novation of the previous relationship and include all legal pre-contractual modifications. The contract shall be deemed to be complete upon written acceptance of the order by the Supplier.
2.2. Content of the contract.
The contract shall be strictly limited to the supplies and services expressly mentioned by the parties on the basis of the data provided by the Customer. The Supplier reserves the right to replace the supplies which are the subject of the contract with supplies of equivalent specification provided that this does not result in an increase in price or a deterioration in quality for the Customer. It reserves the right to subcontract all or part of the studies, supplies and services which are the subject of the contract. When placing the order, the Client accepts without reservation each of the clauses stipulated below and undertakes to respect them, thus expressly waiving any clauses or conditions to the contrary that may appear in its own purchasing conditions or commercial documents. Whatever the nature of the order, the Customer is definitively committed when the order is submitted.
2.3. Documents.
The information, photos, weights, prices and drawings appearing in catalogues, prospectuses, documents and price lists are given for information purposes only and are not contractually binding. The Supplier reserves the right to make any changes to them.
2.4. Revocation of the contract.
The order expresses the Customer’s irrevocable consent and therefore cannot be cancelled by the Customer unless the Supplier has given its express prior consent. The Supplier is not obliged to take back any new equipment returned to it.
2.5. Modification of the contract.
Any modification of the contract requested by the Customer shall be subject to the express acceptance of the Supplier, who shall be released from the deadlines and conditions agreed for its execution, and shall give rise to an amendment to the contract. In this case, the Customer shall compensate the Supplier for all costs incurred, and for all direct and indirect consequences arising therefrom (in particular the costs of the supplements requested, restocking, logistics costs, inspections). Any amendment to the contract may be subject to a new delivery period, a new price and new shipping conditions. Subject to the application of legal or regulatory texts of public order, the Supplier reserves the right, after notification to the Customer, to make consequential changes to the conditions imposed by the contract and/or by its suppliers, before or during the execution of the order.
2.6. Nullity of the contract.
If one of the stipulations of this contract should be null and void, this nullity shall not entail the nullity of the other stipulations which shall remain in force between the parties.
2.7. Duration of the contract.
Unless otherwise specified in the order form, the present contract has a fixed duration of one (1) year, tacitly renewable for an equivalent duration, unless terminated by either party by registered letter with acknowledgement of receipt, giving three (3) months’ notice before the end of the one (1) year period. If the Client terminates the contract before the end of the one (1) year period, the Client shall pay all the instalments corresponding to the terminated contract.
3. USE OF THE PLATFORM « IJITRACK ».
3.1. Provision of access to the server.
Access to the service is possible 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond the control of the Provider, subject to any maintenance interventions necessary for the proper functioning of the service and the equipment. The Supplier may be required to interrupt the service for maintenance purposes, without any right to compensation. The rights to access and use the Supplier’s Internet services are exclusive and non-transferable.
3.2. Conditions of access to the platform.
The Client acknowledges having all the information on the technical conditions of use as well as on the protocols for accessing the service. He declares that he is familiar with them. The Supplier reserves the right to make any changes at any time for technical reasons. The Customer is responsible for safeguarding the confidentiality of his access code to the server. He shall assume full and complete responsibility for any breach of this and shall, in particular, bear any financial consequences of queries made under the said code. The Supplier shall not be held liable for any misinterpretation or misuse of the data provided. With regard to the provision of access to the server, the Supplier reserves the right to ratify its subscription rates at any time, subject to one (1) month’s written notice.
3.2. Use of codes and identifiers.
All elements enabling the Customer to identify himself and to connect to the Internet services are personal and confidential. The Customer undertakes to keep the elements constituting his identifier secret and not to disclose them in any form whatsoever. In the event of loss or theft of one of the Customer’s identification elements, the Customer must inform the Supplier as soon as possible, who will cancel it immediately. The use of the service offered by the Supplier is exclusive to the holder and/or his employees and may not be transferred to third parties either free of charge or for a fee. The Customer is solely responsible for the use of his login and password.
3.3. Deletion and archiving of data on the platform.
The Supplier will permanently delete all the data from the sensors and the sensors after five (5) years of inactivity as well as the inactive associated accounts (inactive accounts do not include active sensors over the last five (5) years). After two (2) years without sensor data being uploaded to the platform, the data associated with these sensors and the sensors themselves will be archived. Any request to reintegrate sensors and data between two (2) and five (5) years of existence associated with the Customer’s inactive account must be made in writing by the Customer. This request will be the subject of a quotation for the provision of the service, which will be submitted to the Customer for validation.
4. Ownership of studies, plans and documents.
The Supplier retains full intellectual property rights to its studies, plans, photos and all documents. Any reproduction requires the prior written agreement of the Supplier. If studies, made at the request of the Customer, or documents supplied to the latter are not followed by an order for products, the costs incurred will be invoiced to the Customer and the documents must be returned. All intellectual property rights, as well as the know-how incorporated in the documents transmitted, the products delivered and the services provided, remain the exclusive property of the Supplier. Any transfer of intellectual property rights or know-how must be the subject of a contract with the Supplier.
5. PRICE AND DEPOSIT.
5.1. Applicable prices.
The applicable prices are those in force on the day the order is placed, on the basis of the prices communicated to the Customer. Unless otherwise specified, the prices are exclusive of taxes, customs duties, transport, insurance, commissioning, testing and delivery. The equipment is supplied with standard documentation. Any additional documentation of any kind whatsoever will be invoiced in addition: special services, including in particular factory acceptance, the supply of inspection and test certificates, are not included in our prices but will be invoiced separately according to the costs incurred for this purpose. The Supplier reserves the right, in the event of the occurrence of an event outside its control compromising
the balance of the contract, to revise its prices or conditions (in particular in the event of changes in legislation).
5.2. Advance payment.
The Client is obliged, upon written acceptance of its order, to pay a deposit in accordance with the following terms: 30% of the total amount on the date of signature of the order and the balance of 70% within thirty (30) days net from the date of receipt of the goods or execution of the service requested, except in the case of special conditions. The deposit paid will not be refunded in the event of modification or cancellation of the order by the Client and will be retained as a penalty clause by the service provider.
6. PAYMENT CONDITIONS.
6.1. Payment terms
– In accordance with Article L.441-10 of the French Commercial Code, unless otherwise agreed, the payment period is forty-five (45) days from the end of the month, i.e. forty-five (45) days from the date of issue of the invoice and until the end of the current month. The execution deadlines and conditions included in an order are only accepted by the Supplier and are only binding on the Supplier if the Customer complies with the payment conditions and the payment of deposits. No discount shall be granted for early payment.
6.2. Delayed payment
– In accordance with Article L441-10 of the French Commercial Code, any sum not paid on the due date shall give rise to the application of late payment interest applied by the European Central Bank, at its refinancing operation on the first day of the half-year, plus ten (10) percentage points. The late payment interest is payable without the need for a reminder. In the event of late payment, the fixed compensation for collection costs is set at forty (40) euros. This interest on arrears and collection costs shall be payable by operation of law and shall be debited from the customer’s account, without invoicing. In addition, the Supplier reserves the right to refer the matter to the competent court in order for it to put an end to this non-performance under daily penalty for each day of delay. Any delay in payment of a due date, or deterioration in the Customer’s financial situation noted by a financial institution, shall result in the forfeiture of the contractual term, with all sums due becoming immediately payable. The fact that the Supplier avails itself of one and/or other of these provisions does not deprive it of the right to implement the retention of title clause referred to in Article 11. In the event of late payment, the Supplier shall have a right of retention on the manufactured products and related supplies.
6.3 Practice of automatic debits
– The Customer shall refrain from any unlawful practice of automatic debiting or crediting, and in general, from invoicing the Supplier for any sum which has not been expressly recognised by the latter as its responsibility.
7. DELIVERY DELAYS.
The period for making the equipment available, before acceptance, starts from the moment when the following conditions are met
1° Receipt of all the information necessary for the proper execution of the contract.
2° Receipt of any advance payments due on order.
Unless otherwise stipulated, delivery times are given purely as an indication and without guarantee. They depend in particular on the availability of the carrier and the order of arrival of orders. The Supplier shall endeavour to comply with the delivery times indicated on acceptance of the order and to execute the orders, except in the event of force majeure or circumstances beyond its control.
Delays in delivery do not give the Customer the right to cancel the sale or to refuse the goods. They may not give rise to withholding, compensation, penalties or damages.
8. TECHNICAL ACCEPTANCE, TESTS, INSPECTIONS, CERTIFICATES.
The Customer is obliged to carry out a thorough inspection of the product upon receipt. If no reservations are made within three (3) days, the product shall be deemed to comply with the contract. Any acceptance, inspection, testing and certification operations requested by the Customer shall be at the Customer’s expense. These additional operations shall be carried out in the factory or on the site according to the Supplier’s choice. If the Customer, having been notified of the date of these operations, does not attend, a report shall be sent to him and the acceptance shall be deemed to have taken place.
9. TERMS OF TRANSPORT, DELIVERY AND RECEIPT.
9.1. Terms of transport.
The Customer is obliged to take all measures to ensure that the carrier can safely and easily reach the place of delivery or performance of the service. The Supplier shall not be liable for any damage caused by one of the vehicles or loading/unloading equipment occurring at the place of delivery or performance of the service as a result of difficult access.
9.2. Delivery and acceptance of products.
The agreed terms of delivery shall be interpreted in accordance with the INCOTERMS in force at the time the contract is concluded. If no special delivery terms have been agreed, the delivery terms shall be those of INCOTERM Ex Work. Any product that has not been the subject of reservations, upon receipt, on the transport note with the carrier and a copy of which will be sent to the Supplier shall be considered accepted by the Customer. No goods may be returned by the Customer without the Supplier’s express prior written consent. The costs of return shall be borne by the Customer except in the case of a proven defect.
9.3. Packaging.
In the absence of a special request from the Customer, the need for packaging remains at the discretion of the Supplier. Packaging shall always be payable by the Customer and shall not be taken back by the Supplier. From the time of delivery, the Customer shall be liable for any damage that the products may suffer or cause.
10. INSTALLATION AND ACTIVATION.
Unless otherwise agreed, they are carried out by the Customer, under his sole responsibility and according to the rules of the trade.
11. RESERVE OF OWNERSHIP CLAUSE.
All goods and supplies shall remain the property of the Supplier until full payment and collection of the price, the Customer being deemed to have expressly accepted this retention of title clause in accordance with the provisions of Articles 2367 et seq. of the Civil Code. By express agreement, the Supplier may enforce the rights it holds under this retention of title clause, for any of its claims, on all of its products in the Customer’s possession, including those partially implemented, the latter being conventionally presumed to be those unpaid; and the Supplier may take them back or claim them as compensation for all of its unpaid invoices, without prejudice to its right to terminate the sales in progress. In the event of the remittance of a cheque or bill of exchange, payment shall only be deemed to have been made at the time of actual encashment. In the event of the opening of receivership or liquidation proceedings against the Customer, outstanding orders shall be automatically cancelled and the Supplier reserves the right to reclaim the goods in stock. This clause does not prevent the risk of the goods from being transferred to the Customer upon delivery to the Customer.
12. WARRANTY.
Unless otherwise stipulated, and without prejudice to the provisions on the legal guarantee, the Supplier offers a guarantee for the equipment as from the delivery of the equipment for a period of twenty-four (24) months for Ijinus equipment (excluding battery) and for a period of twelve (12) months for ISCO equipment. This contractual guarantee is only granted to the Supplier’s direct customers, i.e. to those who have directly ordered the products from the Supplier. This contractual guarantee is in no way transferable to the possible sub-purchaser. The contractual guarantee covers, at the Supplier’s discretion, the cost of replacement or repair of the equipment sold in its workshops, to the exclusion of any other service and in particular repairs on site at the Customer’s or sub-purchaser’s premises. Transport costs shall be borne by the Customer for any return of an item under warranty to the Supplier’s premises.
No other obligation or compensation of any kind whatsoever may be claimed from the Supplier, and in particular any direct or indirect harmful consequences arising from or which may be linked to the use or performance of the equipment, such as loss of goods, income, products, installation costs, dismantling of installations or transport costs of any kind. The warranty does not extend to defects due to normal wear and tear of the parts, negligence on the part of the user or installer, improper use of the equipment or the replacement of spare parts and parts considered as consumables or any work carried out on the equipment by a third party not approved by the Supplier. The contractual guarantee shall only apply insofar as the payment conditions have been strictly observed by the Customer. Any downtime of the equipment in the Supplier’s workshops shall not extend the duration of the contractual guarantee. In accordance with the legal provisions, the Supplier informs the Customer that the spare parts required for the use of the equipment sold will be available for the duration of the manufacturer’s warranty. During this period, the supply must be carried out at the most within two (2) months of the Customer’s request.
13. LIABILITY.
The Customer acknowledges that the Supplier may not under any circumstances be held liable for any prejudice, material or immaterial, direct or indirect, such as loss of turnover, the result of erroneous studies, loss of data. The Supplier’s liability, for all causes except personal injury and gross negligence, is limited to the amount of the sums received under the contract. The Supplier shall not be held liable in the event of force majeure or facts beyond its control, in particular in the event of interruption of the access networks or those
accessible via the Internet access service or the failure of reception equipment for which the Supplier is not responsible or of the Customer’s line, loss of data or any exchanges made via the Internet access service. The Supplier shall not be liable for any use of the products and services that does not comply with this contract. The Supplier shall in no way be liable for the reliability of data transmission, access times or any restrictions on access to specific networks and/or servers connected to the Internet. The Customer is responsible for the use of the Internet access service and any interconnected services.
14. FORCE MAJEURE.
Neither party shall be held liable to the other for the non-performance or delays in the performance of an obligation under this contract which would be due to the act of the other party following the occurrence of a case of force majeure usually recognised by French jurisprudence. The case of force majeure suspends the obligations arising from the present contract for the entire duration of its existence. However, if the case of force majeure lasts for more than thirty (30) consecutive days, it shall entitle either party to terminate the present contract by right eight days after sending a registered letter with acknowledgement of receipt notifying this decision.
15. DEFAULT CLAUSE.
If payment of the sums due is not made within eight (8) days of the date of dispatch of a formal notice by registered letter, the Supplier may terminate the contract. The Supplier may, in addition, obtain compensation for the entire loss suffered and may, in particular, request the return of the products. In this case, the return shall be at the expense and risk of the defaulting Customer. In addition, a fixed increase of fifteen (15) % of the amount including VAT still due shall be automatically applied, intended to cover the costs of termination as a penalty clause, with a minimum of five hundred (500) euros. This penalty shall be due as soon as a formal notice to pay is sent to the Client.
16. INTELLECTUAL PROPERTY.
The brands, products, software, estimates, studies, plans or more generally any information subject to intellectual property rights sent to the Customers are and remain the exclusive property of the Supplier. No transfer of intellectual property rights is made through these general conditions. Any total or partial reproduction, modification or use of these goods for any reason whatsoever is strictly forbidden, or only after written authorisation and according to the conditions set by the Supplier.
17. WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT (WEEE).
As part of its environmental policy, the Supplier is interested in all environmental issues, including in particular the collection, recycling and decontamination of its used electrical appliances. In accordance with the European Directive 2012/19/EU of 4 July 2012 on waste electrical and electronic equipment (WEEE), and in the context of extended producer responsibility, the Supplier, as a producer of Electrical and Electronic Equipment, fulfils its obligations relating to the collection and treatment of its products at the end of their life by joining Eco-Systems Recylum (ESR), an eco-organisation approved by the public authorities. In accordance with Article L.541-10-13 of the Environmental Code, ADEME has assigned the unique identifier “FR022994_05YT8V” attesting to the Supplier’s registration in the register of producers of the EEE sector. This identifier attests to the Supplier’s compliance with its obligation to register with the producers’ register and to make its declarations of placing on the market with Ecosystem.
18. PROTECTION OF PERSONAL DATA.
The Supplier is responsible for processing the Customer’s personal data. In general, the information communicated by the Customer, with the exception of the password, is intended for the authorised personnel of the Supplier. The data is used to manage access to the customer’s account, the use of the platform and also for the processing and follow-up of orders, after-sales service for the products ordered, marketing management and customer relations. By agreeing to these general terms and conditions, the Customer consents to the Supplier collecting and using this data for the performance of this contract. In accordance with the amended Data Protection Act, the Customer has the right to access, oppose and rectify the
Customer’s personal data. To find out about the opposition procedures and the Supplier’s new confidentiality policy, the Customer can simply go to the link on the Customer’s website or contact the Supplier directly.
19. DISPUTES AND APPLICABLE LAW.
By express agreement between the parties and notwithstanding any stipulation to the contrary that may appear on the Client’s commercial documents, the parties expressly agree to seek an amicable arrangement to put an end to their dispute, in particular by recourse to a conventional mediation procedure or any other alternative method of dispute resolution. In the event of persistent disagreement, the courts of Quimper shall have sole jurisdiction in the event of any dispute of any nature or any dispute relating to the conclusion or performance of the contract. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants. The law applicable to this contract is French law. The illegality or invalidity of one or more clauses of these general terms and conditions of sale with regard to the legislation of a foreign country, the place of execution of the contract, shall in no way affect the validity of the other provisions.
20. EXPORT CONTROLS.
The Parties shall comply with all national and international laws and regulations, orders, licences or authorisations applicable to the export, import, re-export, re-import or transfer of products, their components, associated technical data and technology. The Parties represent and warrant that they will comply with all export control regulations. The Customer undertakes not to export or re-export controlled products outside the country of delivery of the products indicated in the order form. And more specifically, the Customer shall refrain from selling, exporting or re-exporting, directly or indirectly, to the Russian Federation or for use in the Russian Federation, any products supplied under or in connection with the contract between the Parties that fall within the scope of Article 12g of Regulation (EU) No 833/2014. The Customer shall use its best endeavours to ensure that the aforementioned objective is not hindered by third parties down the commercial chain, including possible resellers, and undertakes to put in place and maintain an adequate monitoring mechanism to detect any behaviour by third parties down the commercial chain. Any breach of this clause shall constitute a material breach of an essential element of the contract between the Parties, and the Supplier shall be entitled to seek appropriate remedies, including but not limited to termination of the contract.