ARTICLE 1. Scope
Our General Terms and Conditions of Sale ('GTCS') apply to all our sales (of goods or services). By signing this document, validating any quote or pro-forma, or placing any order, the Buyer accepts these GTCS without reservation and expressly waives any application of their own general terms and conditions of purchase.
ARTICLE 2. Order
Orders placed are firm and non-cancellable from the moment our order acknowledgment is sent or the execution of the order begins. They cannot be modified unless expressly agreed in writing by the Seller. They give rise to the payment of a non-refundable deposit.
Any breach by the Buyer of their obligations will authorize the Seller to immediately suspend any order. Any modification subsequent to confirmation must be subject to a written agreement. In the event of a serious or repeated violation, the Seller may suspend or terminate the order after a formal notice remains unsuccessful.
The supply includes only what is specified in the quote. Any additional supply or condition must be the subject of a separate agreement.
ARTICLE 3. Delivery
Goods are delivered according to the Incoterm mentioned in the quote. Deadlines are indicative and do not constitute a firm commitment. No delay may give rise to cancellation, penalty, or compensation.
The goods travel at the risk and peril of the Buyer, who must verify their condition upon delivery. Any claim must be made within a period of eight (8) days. In the event of damage, precise reservations must be issued in accordance with Article L.133-3 of the French Commercial Code.
In the event of force majeure or circumstances beyond the Seller's control, the Buyer must choose between extending the deadline, termination, or a substitute order.
ARTICLE 4. Price – Invoicing – Payment
Goods and services are sold in the currency indicated in the quote. Invoices are payable net and without discount to the entity mentioned on the invoice.
Any invoice not contested within ten (10) days is deemed accepted. In the event of late payment, interest will be applied automatically and all sums will become immediately due.
The Seller reserves the right to suspend or cancel any order in the event of non-payment or modification of the Buyers legal situation.
ARTICLE 5. Retention of Title
The Seller retains ownership of the goods until full payment of the price in accordance with Articles 2367 and following of the French Civil Code. Deposits paid will remain acquired by the Seller.
The Buyer assumes the risks from the departure of the goods and undertakes to insure them. In the event of resale before transfer of ownership, the price must be transferred to the Seller up to the amount of its claim.
ARTICLE 6. Warranty
The Seller guarantees the conformity of the delivered goods. The applicable warranty is that of the Manufacturer in force on the date of the order.
Failures resulting from misuse, lack of maintenance, or non-compliant repairs are excluded from the warranty. The Seller may suspend the warranty in the event of non-payment.
ARTICLE 7. Data from Embedded Technologies
The Buyer accepts the activation of embedded technologies, the collection, and use of data in accordance with the Data Declaration. They undertake to sign any required consent and to cooperate with the Seller.
ARTICLE 8. Assignments / Subcontracting
Any assignment or transfer of an order requires the prior written agreement of the other Party. The Seller may freely subcontract all or part of its obligations.
ARTICLE 9. Limitation of Liability
Neither party may be held liable for indirect losses, loss of profit, operating losses, or intangible damages. The Seller cannot be held responsible for damages caused by a product defect within the meaning of Articles 1245 and following of the French Civil Code.
ARTICLE 10. Confidentiality
Any information relating to the sale is strictly confidential and may not be communicated without prior written agreement. No audit of the Seller may be carried out by the Buyer.
ARTICLE 11. Force Majeure
Contractual obligations are suspended or terminated in the event of force majeure within the meaning of Article 1218 of the French Civil Code, including in particular strikes, natural disasters, supply interruptions, or government decisions.
ARTICLE 12. Intellectual Property Rights
Standard elements provided to the Buyer remain protected by intellectual property rights. A personal right of use is granted solely for the purpose of using the goods.
ARTICLE 13. GDPR
The Seller is responsible for the processing of personal data collected in the context of the sale, in accordance with the GDPR. These data are processed for the execution of the contract and may be transmitted to partners, including outside the European Union, with appropriate guarantees.
The Buyer has rights of access, rectification, erasure, and opposition. Any request can be sent to sales@ultimat.io or by mail to 14 A Boulevard Mirabeau 13210 Saint-Rémy-de-Provence.
ARTICLE 14. Applicable Law & Dispute Resolution
These GTCS are subject to French law. In the event of a dispute, only the courts of Paris will be competent, even in the event of a warranty claim or multiple defendants.