GENERAL TERMS AND CONDITIONS OF SALE OF 28/05/2020
These General Terms and Conditions of Sale (also referred to hereinafter as the “GTC”) are concluded:
OLYTHE, a SAS company, with a share capital of €2,900,000.00, registered with the Aix-en-Provence Trade and Companies Register under number 791 392 236, headquartered at 240 rue Louis de Broglie, les Méridiens, Bâtiment B, 13100 Aix-en-Provence, France, represented by Mr Guillaume NESA, its current President,
Hereinafter referred to individually “OLYTHE” or “seller”, the “Party” or collectively with the CUSTOMER as the “Parties”,
Any physical non-professional person or any legal or professional person, who, after consulting and accepting these Terms & Conditions, decides to buy a Product on the Platform or by direct order, hereinafter referred to the “CUSTOMER”.
Physical non-professional persons are subject to Section I “Common Information” and to Section II “Information reserved for nonprofessional”.
Legal or professional person are subject to Section I “Common Information” and to Section III “Information reserved for professional”.
Hereinafter referred to individually as the “Party” or collectively as the “Parties”.
SECTION I – COMMON INFORMATIONS
This section applies to any order made by a professional or nonprofessional.
ARTICLE 1. DEFINITIONS
The definition of following terms, whether used in the singular or plural, are:
- Order: refers to any act of Product purchase realized by the CUSTOMER with OLYTHE on the platform or by direct order, specifying the nature, price and quantity of product desired;
- Contract: refers to these Terms and Condition (referred to as « T&C »), which additional special Terms and Conditions may be added to, all these documents forming an indivisible whole;
- Platform: refers to all software component developed and published by OLYTHE – owns the exclusive property, accessible at the address https://www.olythe.io, on which the Product are offered for sale;
- Price: refers to the price of Product in Euros all taxes included and excluding shipping costs. Price takes into account VAT and any reductions applicable on the day of the order;
- Total Price: refers to the price including the shipping costs;
- Product: refers to any Product offered for sale. Products presents in the OLYTHE’s offer are detailed on the Platform or any commercial documentation communicated;
- Third party: refers to all person (natural or legal person) other that the Parties.
ARTICLE 2. PURPOSE
The purpose of the Terms and Conditions (hereinafter « T&C ») is to define the legal and financial conditions under which the CUSTOMER places an order for one or several products from OLYTHE on the Platform or by direct order, and pay the price. OLYTHE delivers the Products to the CUSTOMER.
T&C are made available to the CUSTOMER with the offer prior to any order validation. These Terms and Conditions prevail over any clause which may be featured on the CUSTOMER documents, revoke and stand in place any previous written or verbal agreement between the Parties before the order.
OLYTHE reserves the right to modify its T&C at any time. In the event of modification of the T&C, the applicable T&C are those in force at the date of the order, a copy of which dated to date can be given to the consumer at his request.
ARTICLE 3. DESCRIPTIONS DES PRODUITS
- OCIGO and mouthpieces specifications
These T&C apply to any purchase of the OCIGO product line (hereinafter « OCIGO » or « Product »), a connected breathalyzer designed and marketed by OLYTHE, and its accessories like mouthpieces.
Technical specifications are specified on OLYTHE’s website at www.olythe.io and on the instruction for use, with essential characteristics.
Any photographs or other illustrations do not have any contractual value.
The instruction for use is provided with OCIGO upon delivery or available upon request at firstname.lastname@example.org.
- Product conformity
OCIGO complies with the applicable regulation
- Stock availabilty
Product delivered within the limits of available stock.
ARTICLE 4. RETENTION OF TITLE
The ownership transfer is subject to the full payment of the price by the CUSTOMER without prejudice to the risk of transfer to the CUSTOMER as soon as the delivery as defined in Article 14 and 26. In case of non-payment within the prescribed period, OLYTHE reserves the right to take back the delivered Products and, unilaterally, to cancel the order, without prior notice. OLYTHE may require the return of the Products at the CUSTOMER’s expense and risk.
ARTICLE 5. INTELLECTUAL PROPERTY
These T&C cannot be interpreted as any transfer of intellectual property rights for the benefit of the CUSTOMER.
The exclusive property of OLYTHE, protected by intellectual and industrial property rights include but are not limited to all graphic elements such as information, texts, images, copyrights, trademarks, photographs, videos, sounds, logos, as well as any computer applications distributed by OLYTHE on the Platform. Under no circumstances may they be used, reproduced, imitated or adapted without prior written authorization from OLYTHE.
The CUSTOMER acknowledges and accepts that, unless otherwise provided for in these T&C, it does not acquire any rights to these elements belonging to OLYTHE.
ARTICLE 6. PERSONAL DATA
- Collection of Personal data
Personal data collected by OLYTHE in relation with the execution of this contract are the following. At the time of the CLIENT’s Subscription, the following Personal Data may be collected:
- When the CUSTOMER is a professional :
Company name, VAT number, Civil status, surname and first name of the CUSTOMER’s legal representative and CUSTOMER’S main contact designated by the CUSTOMER, main contact’s function within the company, email address / phone number (landline or mobile) of the CUSTOMER’s legal representative and of the CUSTOMER’S main contact, IP address
- When the CUSTOMER is a non-professional:
Civil status, surname and first name, postal address, email address, fixed and or mobile phone number, IP address
- Use of Personal data
The Personal Data collected from the CUSTOMER are intended for the purpose of processing Orders and to foster a relationship with the CUSTOMER. More specifically, the uses are as follows:
- Processing of Orders and after-sales service,
- Management of possible disputes with the CUSTOMER,
- Statistical analysis for internal use only,
- Sending a newsletter to the CUSTOMER or promotional offers
- Retention of data
Personal data will be kept by OLYTHE for as long as necessary to achieve the above-mentioned objectives and in any case when the law or regulations require it.
- Sharing personal data with third parties
Personal Data may be shared with third party companies in the following cases:
- If required by law, OLYTHE may carry out the transmission of data in order to follow up on claims made against it and to comply with administrative and judicial procedures;
- If OLYTHE is involved in a merger, acquisition, disposal of assets or receivership proceedings, it may be required to sell or share all or part of its assets, including Personal Data. In this case, the CUSTOMER will be informed before the Personal Data is transferred to a third party.
- Security and confidentiality
In application of the regulations applicable to personal data, the CUSTOMER and his staff have the following rights, which he can exercise in writing by email or mail to OLYTHE.
- right of access (article 15 GDPR), to know the Personal Data concerning him/her;
- right to update or rectify (article 16 GDPR) the Data concerning him/her, by requesting the update of his/her Personal Data;
- right to erase (Article 17 GDPR) his Personal Data when they are inaccurate, incomplete, ambiguous, outdated, or whose collection, use, communication or storage is prohibited, in accordance with applicable data protection laws.
- right to withdraw consent at any time (Article 13-2c GDPR)
- the right to limit the processing of one’s Data (Article 18 GDPR)
- the right to object to the processing of one’s data (Article 21 GDPR)
- right to the portability of its Data (Article 20 GDPR).
- Evolution of this clause
OLYTHE reserves the right to make any modification to the present clause relating to the protection of Personal Data at any time. If a modification is made to the present Personal Data protection clause, OLYTHE is committed to inform the CUSTOMER immediately. OLYTHE will also inform the CUSTOMER of the modification by e-mail within a minimum period of 15 days before the effective date. If the CUSTOMER does not agree with the terms of the new wording of the Personal Data protection clause, the CUSTOMER may request the deletion of his/her Personal Data.
ARTICLE 7. FORCE MAJEURE
OLYTHE will not be liable to the CUSTOMER for the non-execution or delays in the execution of an obligation of the present Contract which would be due to the occurrence of a case of force majeure as defined in article 1218 of the French Civil Code.
In the event of the occurrence of an event of force majeure, the obligations of this Contract shall be suspended. If the case of force majeure continues for a period of more than one (1) month, these general terms and conditions may be terminated by operation of law under the conditions provided for in articles 1351 and 1351-1 of the Civil Code.
In particular, fortuitous or force majeure events or those resulting from economic events (in particular wars, popular movements, epidemics, interruptions or disruptions of transport or postal services, social conflicts, atmospheric disasters and natural cataclysms, major incidents affecting the production of suppliers or subcontractors, etc.) likely to cause a total or partial interruption of OLYTHE’s activity, granting it the right to not only delay the delivery, but also to cancel all or part of the order, without the CUSTOMER being able to claim any compensation for this, nor to refuse partial execution.
ARTICLE 8. NOTIFICATIONS
Exchanges between the Parties may take place by any means, in particular by email.
The printing of an email demonstrates the content validity of the exchanges.
ARTICLE 9. MISCELLANEOUS STIPULATIONS
It is formally agreed that any acceptance or waiver by one of the Parties, in the application of all or part of the commitments provided for in these General Conditions, whatever their frequency and duration, may not constitute modification of these General Conditions, nor generate any rights.
These provisions, including the provisions of the offer, constitute the entirety of the Contract of the Parties and replace in all points the previous agreements, letters of intent, letters and proposals, whatever the form or the name, and relating to the same object with the exception of those listed herein.
If any of the provisions of the Contract are entirely or partially canceled, the validity of the remaining provisions of the Contract will not be affected. In this case, the Parties shall, if possible, replace this canceled provision with a valid provision corresponding to the spirit and to the object of the Contract.
SECTION II – STIPULATIONS RESERVED FOR NON-PROFESSIONALS
This Section applies to any order placed by a non-professional and supplements Section I “Common stipulations”.
ARTICLE 10. PRE-CONTRACTUAL CUSTOMER INFORMATION
The CUSTOMER acknowledges that he has been informed, prior to the Order of the Product, in a legible and understandable manner, of these General Conditions and of all the information listed in article L. 221-5 of the French Consumer Code, and in particular of the following information.
ARICLE 11. ACCEPTANCE
The CUSTOMER confirms that he is aware of and accepts these General Conditions when the Order is placed.
ARTICLE 12. ORDER
- Order confirmation
Once the total Price of an Order has been paid, an email acknowledging receipt of the Order is sent to the CUSTOMER by OLYTHE (hereinafter the “Order Confirmation”).
The sale will only be considered as final after OLYTHE has sent the CUSTOMER an Order Confirmation and after receipt of the full payment.
- Payment methods
Payment by credit card:
Online payment by credit card (Visa, Mastercard, American Express) is accepted on the Platform.
All payments are secured via the payment service provider STRIPE, which is the only one that receives the CUSTOMER’s bank details.
In cases in which it is impossible to debit the total price, the sale will be immediately resolved, and the Order canceled.
Payment via a PayPal account is accepted on the Platform. By choosing payment via PayPal, the CUSTOMER is automatically directed to their PayPal account.
In cases in which it is impossible to debit the total price, the sale will be immediately resolved, and the Order canceled.
Payment by bank transfer:
Payment by bank transfer to OLYTHE’s bank account is authorized. The bank details are as follows: IBAN number FR76 3000 3021 3000 0208 5962 893.
The wording of the bank transfer must include the name of the CUSTOMER and the number of the Order.
ARTICLE 13. UNAVAILABILITY OF THE PRODUCT
ARTICLE 13. UNAVAILABILITY OF THE PRODUCT
The Products are delivered within the limit of available stock.
If an ordered product is unavailable, the CUSTOMER will be notified by email and OLYTHE is in no way required to restock to fulfill the Order.
No cancellation compensation may be claimed by the CUSTOMER.
The cancellation of the Order and its refund will then be made within fourteen (14) days from the date of cancellation of the Order.
ARTICLE 14. DELIVERY
- Delivery times
The estimated delivery times for the Products are indicated in the Order Confirmation.
Any event likely to have an influence on the delivery of the Order will be immediately communicated by OLYTHE to the CUSTOMER.
- Place of delivery
The Products are sent to the delivery address given by the CUSTOMER when ordering. OLYTHE cannot be held responsible for the impossibility of delivering the Product in case of incorrect information when the CUSTOMER enters his delivery details.
OLYTHE can ensure the delivery of the Orders in following countries : France, Germany, Italy, Spain, United Kingdoms (England, Scotland, Northern Ireland, Wales), Czech Republic, Luxembourg, Ireland, Estonia, Poland, Romania, Lithuania, Hungary, Switzerland, Slovakia, Austria, Norway, Slovenia, Sweden, Portugal, Belgium, Bulgaria, Denmark, Latvia, Netherlands, Cyprus, Croatia, Finland, Malta and Greece.
- Modes of delivery
The Products will be delivered according to the delivery method proposed by OLYTHE when the Order is placed.
- Risk transfer
The risks of loss or damage of the Products is transferred to the CUSTOMER at the time of delivery of such Products.
- Apparent defect of the package
The CUSTOMER is required to check the apparent condition of the package upon delivery.
If at the opening of the package, the CUSTOMER notices a damage, he may submit a claim by writing to OLYTHE within fourteen (14) days after receipt of the Product (hereinafter the “Claim Period”).
In the absence of a reservation made at the time of delivery or within the Claim Period, the Products may no longer be subject to the procedure for claiming against the carrier, as described above, and will then be considered to have been accepted without reservation by the Customer.
- Apparent defect of the Product
If the CUSTOMER notices a defect in the quality and / or conformity of the delivered Products compared to the Order, he must write to OLYTHE, at the following email address : email@example.com and within the retraction period provided for in article 15, a refund claim application for non-compliance of the Product. OLYTHE will pay the return shipping.
Beyond the retraction period and within the warranty conditions provided for in article 17, the CUSTOMER may send to OLYTHE, in writing to the following email address: firstname.lastname@example.org, a repair or replacement request.
ARTICLE 15. RETRACTATION
In accordance with article L 221-18 of the French Consumer Code, the CUSTOMER has a period of fourteen (14) days from the day following the delivery date of his Order to return the ordered Products, without giving reasons for his decision.
If the deadline expires on a Saturday, Sunday or a public or non-working day, it is extended until the following working day.
To exercise his retraction right, the CUSTOMER must inform OLYTHE of his decision to retract either by sending an unambiguous declaration or by means of a standard retraction form sent to the following postal address: 240 rue Louis de Broglie, Les Méridiens B, 13100 Aix-en-Provence, France or at the following email address: email@example.com.
The CUSTOMER must return the Product to OLYTHE at the latest fourteen (14) days after having communicated to OLYTHE his decision to retract.
The CUSTOMER must imperatively respect the conditions and the procedure for the return of Products described in article 16.
|To the company OLYTHE, located at 240 rue Louis de Broglie, Les Méridiens B, 13100 Aix-en-Provence, France.|
I hereby give notice that I withdraw from my contract of sale of the following goods:
Ordered on: ……………………………… (to be completed)
Received on: ……………………………… (to be completed)
Last name: ……………………………………………. (to be completed)
Address: ……………………………………………………………………………………………………………………………… …………….. (to be completed)
Signature (only if this form is notified on paper)
Date: ……………………………. (to be completed)
ARTICLE 16. RETURN – EXCHANGE – REFUND
- Product return conditions
The CUSTOMER must return the Product, under the same conditions as those in which he received it, that means in its original packaging or, failing that, in a packaging guaranteeing equivalent protection, accompanied by its original label.
OLYTHE reserves the right to refuse the return if the returned Product is unsuitable for sale (for instance, returned Product is incomplete, damaged, opened or used).
- Product return or exchange procedure
The CUSTOMER will return his package by his own means, that means with the carrier of his choice. The Product is returned at the charge and risks of the CUSTOMER.
The Product will be refunded to the CUSTOMER, including the initial delivery costs, within a maximum of fourteen (14) days from its receipt by OLYTHE. OLYTHE will reimburse the CUSTOMER using the same payment method used by the CUSTOMER at the Order (bank transfer, bank account, Paypal account).
ARTICLE 17. WARRANTY
All Products benefit from the legal guarantee of conformity (articles L217-4 and following of the French Consumer Code) and the guarantee against hidden defects (articles 1641 and following of the Civil Code) allowing the CUSTOMER to return free of charge the defective or non-compliant delivered Products.
The products sold by OLYTHE are subjected to an annual calibration which is excluded from this warranty. Certain parts of the Product (mouthpieces, etc.) are said to be “consumable” because their replacement is necessary after each use and are also excluded from the warranty.
As the manufacturer or the responsible party for marketing the Products, OLYTHE ensures the security of its Products and has established a technical file satisfying the legislative and regulatory requirements. OLYTHE has this documentation at the disposal of national control authorities. In particular, it is guaranteed that no prohibited substance has been used in the manufacturing and in the composition of the Products.
Although OLYTHE can guarantee the quality and conformity of the Products, it cannot, as a measuring instrument, guarantee the result and effectiveness, as the results can vary from one individual to another. No claim for reimbursement or compensation will be accepted for dissatisfaction without any manufacturing defect.
In regards to consumables, no return of the product or refund will be accepted once they have been opened.
In any case, the warranty shall not apply in case of misuse of the Product by not following the instructions in the user manual or in the case of non-compliance with the legislation of the country in which the Products are delivered, which it is the CUSTOMER’s responsibility to check.
- Legal guarantee of conformity
As part of the legal guarantee of conformity (according to Article L217-4 and L 217-5 of the French Consumer Code), OLYTHE agrees, at the CUSTOMER’s discretion, to either replace the Product with an identical product according to available stocks, or to reimburse the cost of the purchased Product, as well as any delivery and return shipping costs, if replacement is impossible.
The legal guarantee only applies if the defect existed prior to purchase.
Under the legal guarantee of conformity, the CUSTOMER :
– has two years from the date of delivery of the Product to act;
– may choose between repairing or replacing the Product, subject to the cost conditions provided in Article L. 211-9 of the French Consumer Code ;
– is exempted from providing proof of the existence of the Product’s lack of conformity during the 2 years following the delivery date of the Product.
The legal guarantee of conformity applies independently of any commercial guarantee that may have been granted.
- Warranty against hidden defects
The CUSTOMER may implement the warranty against hidden defects of the Product sold within the stipulations of the Article 1641 and the conditions of the Article 1648, paragraph 1 of the Civil Code. In this case, he may choose between cancellation of the sale or a reduction of the sale price in accordance with the Article 1644 of the Civil Code.
- Commercial Warranty
The products purchased on the Platform may benefit, in addition to the legal guarantees of conformity and hidden defects, from a contractual guarantee which is subject to payment as indicated in the description of each product concerned, according to the terms, conditions and prices set out in these T&Cs.
ARTICLE 18. RESPONSIBILITY
OLYTHE is responsible to the CUSTOMER for the proper performance of its obligations. OLYTHE cannot be held responsible for damages attributable to the CUSTOMER himself, or to a case of force majeure. Specifically, OLYTHE can only be held responsible if the product is defective as defined following legal guarantee of conformity or does not comply with legal and regulatory requirements.
ARTICLE 19. APPLICABLE LAW – SETTLEMENT OF DISPUTES
- Enforcement Law – Jurisdiction
This Agreement is subject to French law. Failing amicable resolution, all disputes relating to this Contract will be brought to the attention of the competent courts.
In accordance with the provisions of Article L.616-1 of the French Consumer Code, the CUSTOMER is informed of his right to resort to mediation to settle by amicable means the dispute between them and OLYTHE.
- Prior claim
The CUSTOMER must send his claim by registered mail with return receipt to the following postal address: OLYTHE 240 rue Louis de Broglie, les Méridiens, Bâtiment B, 13100 Aix-en-Provence France or by e-mail to the following address firstname.lastname@example.org.
- Request for Mediation
Assuming that the complaint is not followed upon by the CUSTOMER or that the solution proposed by OLYTHE does not satisfy the CUSTOMER within a period of 2 months, the CUSTOMER may submit the disagreement to a mediator who will attempt, with complete independence and impartiality, to bring the parties together with the intent of reaching an amicable solution.
To submit its request for mediation, the CUSTOMER must fill out a complaint form available on the mediator’s website. The mediator will be the e-commerce mediator of FEVAD (Fédération du e-commerce et de la vente à distance) by accessing the online form at the following address:
The parties of the Contract remain free to accept or refuse recourse to mediation and, in the event of recourse to mediation; to accept or refuse the solution proposed by the mediator.
SECTION III – STIPULATIONS RESERVED FOR PROFESSIONALS
This Section applies to any order placed by a professional and complements Section I “Common Stipulations”.
ARTICLE 20. CONTRACT FORMATION- ORDER
- Placing the order
Orders can be placed by the CUSTOMER by returning the order form attached to the offer which will have been either directly requested by the CUSTOMER or issued by OLYTHE as part of a direct prospecting or prospecting campaign.
Each offer or purchase order will include the T&Cs as an appendix.
The signed and dated Purchase Order is equivalent to an order and in full agreement by the CUSTOMER with the T&Cs in force on the day of the order.
The order becomes firm and definitive as soon as the CUSTOMER has paid for its order, subject to the authorised cases of cancellation or modification provided for in these T&Cs.
- Order following offers
The order form resulting from an offer sent by OLYTHE must be returned, signed and dated, before the expiration date indicated on the offer. Any order placed after the offer expiration date, will render the offer null and void and OLYTHE will have no obligation to honour the order, unless expressly confirmed in writing.
An order placed following a prior offer must be, in all aspects, in conformity with said offer. In case of an order not conform with the offer requirements, OLYTHE reserves the right not to apply the special conditions of the offer.
- Direct orders
Any order directly received is only considered final when the order form signed and dated by the CUSTOMER is confirmed in writing by OLYTHE via Email.
- Cancelling or changing an order
The CUSTOMER has seven (7) working days from the payment of the order to notify the modification or the cancellation of his order, free of charge when the order has not been shipped out, by registered mail with return receipt and as per the postmark.
In case of modification to the order within the time limit but after delivery of the products:
- If the modification concerns a reduction in the number of products, the CUSTOMER must return at his own expense the products he does not wish to keep and OLYTHE will refund the difference within one month;
- If the modification involves an order for additional products, the CUSTOMER will place a new order in accordance with the normal order procedure by sending a new order form. In this case, the promotional offer that benefited the CUSTOMER at the time of its initial order will no longer be valid.
In the case of a total cancellation of the order within the time limit but after delivery of the products, the CUSTOMER must return all the products delivered at its own expense. OLYTHE will refund the CUSTOMER within one month of receipt of the returned products.
Any unpacked product will be refused, not refunded and returned to the CUSTOMER after the CUSTOMER has paid the related transport costs.
ARTICLE 21. PRICE
The price of the products is displayed on the website or commercial offers distributed by OLYTHE or its partners.
OLYTHE reserves the right to modify the prices displayed on its website at any time until the order is placed. The minimum amount of orders accepted is 16€ HT (sixteen euros).
OLYTHE reserves the right to refuse any order below this amount.
All orders will be invoiced at the latest on the day of delivery at the price and conditions of sale in force on that date.
Our prices are displayed in euros and include all applicable taxes. Shipping costs will be added the day of the placed order
ARTICLE 22. TERMS OF PAYMENT
Unless expressly agreed otherwise, payment will be made by check or by wire transfer to the account opened in the name of OLYTHE SAS (IBAN & BIC appearing on the order form).
Payments will be made after confirmation of the order by OLYTHE and will constitute the shipping order. Possible complaints do not suspend the obligation to pay. Offsetting receivables is prohibited.
The non-payment of the order within 7 days from the order confirmation will be considered as cancellation of the order and renunciation, if any, of the special offer.
In the case that the Parties agree to payment upon receipt of the Products or according to other methods that do not imply payment before shipping, any late payment shall result in the application of a fixed recovery indemnity, the amount of which is set by decree, as well as daily late fees penaltiey corresponding to the rate applied by the European Central Bank during its last refinancing operation plus ten (10) points, calculated on the amount, including tax, of the balance of the price appearing in the offer or on any invoice. The said sums will be automatically and by right acquired by OLYTHE, without any formality or prior formal notice, and will be applicable without prejudice to any other action that OLYTHE may be entitled to take against the CUSTOMER in this respect.
The payment of an invoice after the expiry of the payment deadline will lead to the application of a fixed compensation for recovery costs. The amount of this indemnity has been set at €40. If the collection costs actually incurred are higher than this fixed amount, additional compensation may be requested from the CUSTOMER upon justification.
In the event of non-payment or if there is justified doubt as to the payment of the price, OLYTHE reserves the right to demand payment in advance upon order confirmation or the provision of guarantees. If this payment does not take place or if these guarantees are not provided, OLYTHE reserves the right to consider the order as cancelled immediately and by right, without prior formal notice or judicial formality, and subject to all OLYTHE’s rights to damages.
ARTICLE 23. PRODUCT CALIBRATION
For an even more efficient use of product, it is advisable to perform a calibration at least once of year.
At the request of the CUSTOMER, OLYTHE will calibrate the Product under the financial terms indicated on the quote.
The calibration service is not included in the product warranty and should be subject to a quotation even if the request is made within the two years of the warranty.
However, in the event that the product returned for calibration is defective, its replacement will be proposed by OLYTHE if the warranty is applicable. Failing that, OLYTHE will propose the replacement of the Product at the rates in effect on the day of this proposal.
As soon as the calibration estimate has been validated by the CUSTOMER, the latter shall dispatch the Product to be calibrated at its own expense.
Upon validation of the calibration quotation, the CUSTOMER ships the Product to be calibrated at its own expense.
ARTICLE 24. RISK TRANSFER
In any event, the application of the retention of title clause has no effect on the transfer of risks which are the responsibility of the CUSTOMER upon delivery as defined herein. The CUSTOMER must prove upon request that he has subscribed to the appropriate insurance.
ARTICLE 25. SHIPPING – DELIVERY TIMES – TRANSPORTATION
Unless expressly agreed upon between the parties and recorded in the offer and the order form, the day of delivery is the day on which the products leave OLYTHE’s warehouse or when they are ready for shipping and held at the CUSTOMER’s disposal in Europe.
Shipment is always at the CUSTOMER’s risk, even in the case of free delivery. The products are deemed to be sold “ex works”, even if the price is established free of charge, the expression “free of charge” only indicating that OLYTHE bears the shipment costs, but without assuming the risks.
Recipients are committed to checking the condition of the goods at the time of delivery by the carriers and, in the event of damage or missing goods, to retain recourse against the latter by fulfilling the legal formalities of article 105 of the Commercial Code.
Delivery times are only given as an indication and may depend in particular on manufacturing lead times when current orders are greater than available stocks. Orders are recorded as they are received and are fulfilled according to OLYTHE’s possibilities and the availability of products.
ARTICLE 26. WARRANTY
Products are under warranty for a period of 2 years from the day of delivery.
The warranty covers any material or manufacturing defects. Interventions under the warranty cannot have the effect of prolonging the duration of the warranty.
OLYTHE SAS is the only company authorized to perform the dismantling, calibration, maintenance, updates and repair operations on its products. As such, it is the only one able to supply the original spare parts, accessories and consumables. The foregoing warranty will not apply if the Product has been altered by the customer, has been subjected to abnormal physical or electrical stress, faulty storage, misuse, negligence, or accident. Failure to adhere to these terms renders the clauses of this warranty void.
Under this warranty, OLYTHE’s only obligation will be, at its own discretion, the free replacement or repair of the product or the item found to be defective by its services unless this method of compensation proves impossible or disproportionate. To benefit from the warranty, any product must be submitted beforehand to OLYTHE’s customer-service, who’s approval is essential and mandatory for any product replacement or repair. The possible shipping costs of the product are the CLIENT’s responsibility, who will not be entitled to any compensation while the product is being examined by Olythe as a result of the application of the warranty.
ARTICLE 27. INSURANCE
Each of the Parties attests to being insured for all the obligations and consequences of this contract with a well-known solvent company. Each undertakes to provide a certificate of insurance upon request.
ARTICLE 28. RESPONSIBILITIES AND CLAIMS
The CLIENT is required to check the apparent condition of the products upon delivery. In the absence of a claim expressly issued by the CLIENT upon delivery, the products issued by OLYTHE will be deemed compliant with the order in quantity and quality.
Claims are only admissible if they are made by registered mail with returned receipt within fourteen (14) working days of receiving the Products by the CLIENT, and accompanied by any supporting documents: samples, packaging labels, etc.
In any event, the client’s claim must be precise and detailed.
Failure to comply with the above stated terms, will render the delivery of the product compliant and without claim.
OLYTHE will replace, as soon as possible and at its own expense, the delivered defective products which has been duly proven by the CLIENT and approved by OLYTHE.
OLYTHE’s approval or refusal will be sent to the CLIENT in writing and determined based on the level of detail of the claims expressed and the analysis of OLYTHE’s technical services.
OLYTHE will not be responsible for any indirect or immaterial damages to the CLIENT. OLYTHE’s liability is limited, in all cases, to the contractual price of the Product that gives rise to a claim. OLYTHE will in any event not be responsible for the damage resulting from the implementation of products that do not comply with the rules of the art, nor for the deterioration resulting from mishandling, defective storage or use in adverse or unsuitable physical or chemical conditions. Returns of products accepted by OLYTHE may only result in a credit if the Products are returned in their original state, without having been used and after verification and upon OLYTHE’s customer-service’s approval.
ARTICLE 29. APPLICABLE LAW – DISPUTE RESOLUTION
In the event of a dispute, only French law is applicable, excluding the provisions of the Vienna Convention of 11 April 1980 regarding contracts for the international sale of goods.
For any dispute that arises in regards to the validity, interpretation, execution or termination of the contract, legal jurisdiction is granted to the Commercial Court of Aix-En-Provence, regardless of the place of delivery of the product, the geographical location of the CLIENT or the method of payment used, even in the case of impleading of third parties or plurality of defendants.
However, any dispute between parties will have to be subjected to an amicable resolution attempt prior to any legal action. The plaintiff will be responsible for the proof of this attempt.