Sales Terms

  Bandeau

General terms and conditions of sale

1. GENERAL PROVISIONS

 1.1. These General Terms and Conditions of Sale were elaborated according to practices established within the European Economic Union. This document describes the rights and obligations of the Seller, referred to here as “IES Synergy”, and its client, hereafter referred to as the “Client”, with respect to contracts covering the provision of parts, products, and/or industrial services to the Client by IES Synergy. Said contracts may include sales contracts as well as corporate contracts.

1.2. These General Terms and Conditions of Sale represent the legal foundation for contracts governing all arrangements that are not covered by specific written agreements.

1.3. These General Terms and Conditions of Sale supersede any and all clauses formulated by the Client if IES Synergy has not accepted said clause or clauses in writing.

1.4. In the event that the Client, or a group of Clients, choose(s) to establish industrial partnership relations with IES Synergy, these General Terms and Conditions of Sale shall serve as the basis, along with the Client’s (or Clients’) General Purchasing Terms, for establishing a common text that describes the general terms of trade concerning said relationship agreement.

1.5. In all cases, involved parties shall keep each other informed of their respective medium- and long-term forecasts and sales policies on a regular basis.

2. PRODUCT DESIGN

2.1. Unless expressly agreed otherwise and in the case of its own products, IES Synergy designs all of the products and services that it provides.

3. OFFERS AND ORDERS

3.1. The Client’s calls-for-tender and orders must be accompanied by a descriptive or functional specifications document that details, in particular, the nature and scope of controls, trials, and tests required to verify the desired level of quality, which only the Client designing the products or services in question is qualified to judge with a sufficient level of precision, based on the desired industrial results.

3.2. IES Synergy’s offer shall only be considered as being effective if it specifies a validity period. In the event that the Client makes changes to the specifications document or to prototypes provided by IES Synergy, the initial offer shall be considered null and void, and a new offer shall be established.

3.3. IES Synergy’s responsibility can only be engaged on the condition that it has expressly accepted the Client’s firm and definitive order, by letter or in writing by another document-generating means of communication.
The contract is considered to be definitive when IES Synergy has issued a confirmation for the received order. After that moment, no unilateral change or cancellation is allowed.

3.4. An open order, in the form of periodic calls-for-delivery or scheduled deliveries, may only be established for a limited duration determined by IES Synergy and the Client.

3.5. For sales of products in the IES Synergy catalog:
a) Deliveries are dependent on the presence of adequate inventory at the time the order is received.
b) Offers based on the catalog or any other commercial document are provided for information only and have a limited duration.
c) Deviations from the General Terms and Conditions of Sale must be considered as exceptions, given the burden of legal obligations on the IES Synergy to:
- Apply the same terms and conditions to all of its clients for similar orders.
- To sign a contract in the event of a justified exception.

4. STUDIES AND DRAWINGS

4.1. Unless expressly stipulated otherwise in writing, actions including the manufacturing and delivery of ordered parts or products, their sale in the event of a sale, as well as the performance of services covered by the contract, do not in any manner constitute a transfer to the Client of IES Synergy’s property rights with respect to manufacturing, prototypes, models, drawings, or other trade secrets.
The same non-transfer of property rights applies to studies that IES Synergy provides to improve the quality or cost pricing of its products, by making an original change to the initial specifications document. If the Client accepts said changes, then the Client must come to agreement with IES Synergy concerning their use within the scope of the order.

 4.2. Under no circumstances shall the Client possess property rights to items including, but not limited to, studies, projects, prototypes, or documents created by IES Synergy which remain the property of IES Synergy. Accordingly, said items may not be used, reproduced, patented, filed as intellectual property, or communicated to any third-parties by the Client without the express written consent of IES Synergy.

4.3. In the same manner, the Client may not use items such as patents, models, know-how, or manufacturing techniques belonging to IES Synergy for the Client’s own benefit, nor may the Client divulge said items without having explicitly acquired ownership, co-ownership, or another type of right for use or reproduction.

4.4. Any price estimates, plans, drawings, designs, models, prints, and studies of any kind on any media created at the Client’s request, and for which no follow-up occurs within three months of their presentation to the Client, are invoiced and shall remain the property of IES Synergy.

5. TOOLING AND SPECIFIC EQUIPMENT

5.1. Tooling, programs, parts templates, models, specific equipment, and industrial files provided by the Client. When such items, hereafter referred to as “Tooling”, provided by the Client, including tools, programs, molds, models, specific equipment, and industrial files of all kinds, comprising accessories that are indispensable for the proper execution of the contract, said Tooling must be clearly labeled with marks, assembly and/or usage references, and must be delivered free of charge to the site specified by IES Synergy. The Client is responsible for ensuring that the provided Tooling complies in all aspects with plans, drawings, specifications documents, and electronic information. However, at the Client’s request, IES Synergy may perform compliance verification and invoice the Client accordingly for the service.
If IES Synergy deems it necessary to make modifications in order to be able to use the Tooling properly, the Client is responsible for any related expenses, for which IES will first obtain express consent from the Client.
Generally speaking, and in the absence of a written agreement with the Client stating otherwise, IES Synergy does not guarantee the duration of use for Tooling provided by the Client.
In all cases, if Tooling received by IES Synergy is not compliant with the expected use of said Tooling, the price of parts initially agreed upon shall be subject to a request for revision by IES Synergy. Client approval must be obtained before any product execution can begin.

5.2. Tooling, programs, parts templates, models, specific equipment, and industrial files produced by IES Synergy at the Client’s request. When IES Synergy is tasked by the Client to produce Tooling, or have Tooling produced by a third-party, notably test equipment, IES Synergy executes the request, or has it executed according to specifications provided by the Client. In this case, the Client performs acceptance and is solely responsible for validating the Tooling in question.
The cost of development, as well as any costs for replacement or repair after wear, shall be paid by the Client independently of parts prices.
Tooling price: the price of Tooling produced by IES Synergy directly or by a third-party, does not include IES Synergy’s intellectual property for said Tooling. Here, intellectual property refers to IES Synergy know-how or its patents used for study, development, and implementation. The same restriction applies to any adaptations the IES Synergy may make to Tooling provided by the Client to ensure the proper execution of the parts or products in question. Tooling shall remain in storage at IES Synergy’s site after completion of the order. The Client may only take possession of said Tooling following written agreement regarding the terms of use regarding IES Synergy’s intellectual property, and following payment of any and all invoices that are due to IES Synergy.
Tooling stored by IES Synergy shall be maintained in proper technical working order by IES Synergy. The consequences of wear, repairs, or replacement shall be at the Client’s expense.

5.3. Storage and insurance conditions.
IES Synergy shall not, at any time, use Tooling belonging to the Client for any third-parties, without prior written consent of the Client. The Client shall be entirely responsible for the Tooling that is the Client’s property, and must take out insurance to cover damage or destruction that may occur at IES Synergy’s site, as IES Synergy does not assume such liabilities.
Tooling is returned “as-is” to the Client upon request, or at IES Synergy’s discretion, on the condition that the price has been paid in full, and that invoices for manufactured products are settled, along with any other debts as-yet unpaid for any reason whatsoever.
If Tooling is to remain at IES Synergy’s site, it is stored free of charge for a maximum period of two years starting from the last product manufacturing date. After that time, if the Client has not requested the return of the Tooling, or if the Client has not agreed with IES Synergy to extend the storage period, IES Synergy has the right to destroy said Tooling, after notifying the Client by means of registered mail with proof of delivery, 
If the Client retrieves Tooling after a period deemed too short for IES Synergy to amortize study and development expenses, the Client agrees to pay a compensation amount to be agreed upon by both parties or established by an independent auditor.
In addition, in the same situation with respect to special manufacturing that requires the acquisition of items such as materials, specific equipment or components, the Client agrees to buy back said items at their net book value.

6. RAW MATERIALS AND COMPONENTS PROVIDED BY THE CLIENT

6.1. In cases where IES Synergy is involved as a sub-contractor for the Client, the Client will deliver, or have delivered, at the clients risk and expense, any and all required raw materials and/or components enabling IES Synergy to execute the order in question in terms of quantity and quality agreed upon and specified in advance. Goods shall be delivered in accordance with IES Synergy’s normal manufacturing lead times and risks.
IES Synergy may invoice the Client for replacement or revision, as well as any labor costs incurred by the provision of defective raw materials or components.

6.2. If materials or components provided by the Client are damaged or destroyed during manufacturing, they will be replaced by IES Synergy at no cost to the Client, unless specified otherwise by specific agreement.

7. STANDARDS SPECIFICATIONS PROVIDED BY THE CLIENT

7.1. The Client shall provide IES Synergy with the documents (sufficient for manufacturing) required to execute a given order, no later than the effective start date of the contract. This includes:
- Schematic diagrams, drawings
- Naming conventions (nomenclature)
- Drilling and positioning diagrams
- Computer-generated documents for producing printed circuits
- Computer-generated documents for producing programs to place components
- Computer-generated documents for producing programs for in-situ testing
- Mechanical drawings
- Fitting and assembly plans
- Procedure, equipment, and software for functional tests
- Particular specifications
- Samples, specimens
- Models
- Standards to be applied. It is understood that the Client will provide the most recent (latest index) versions of the items listed above, and any other necessary items. The Client will send any and all related updates to IES Synergy. When requesting pricing from IES Synergy, the Client will indicate which standards need to apply.
The Client is entirely responsible for placing standards-related marking on products.
All manufactured items related to orders based on these General Terms and Conditions of Sale shall be consistent with current best practices in the profession.

7.2. Contractual delivery lead times can only begin after the full and final provision of the various elements provided by the Client as well as other elements related to the order.

8. RAW MATERIALS AND COMPONENTS PURCHASED ON BEHALF OF THE CLIENT OR SUB-CONTRACTED SERVICES

8.1. If components and/or raw materials required for manufacturing are purchased by IES Synergy on behalf of the Client, the Client agrees to pay any related invoices without delay. IES Synergy becomes the custodian for these items at no expense.
If the raw materials or components are damaged or destroyed for reasons beyond IES Synergy’s control, the Client is responsible for replacement fees, unless otherwise agreed.



8.2. The parties to the contract shall decide whether or not they feel it is necessary to establish a list of components whose provision is considered “critical”. That is, if said components require order commitments with a specifically longer lead time than that for final products covered by the contract. The list of components shall be provided in an Appendix attached to the order, and may be subject to a special order applying different handling rules than those for the general contract.



8.3. Unless specified otherwise, IES Synergy purchases components according to Client instructions from manufacturers qualified by the Client.
The conditions for input control of these components shall be defined or validated by the Client based on supply capabilities with respect to the application.

8.4. Commitments with long lead times made by IES Synergy to its suppliers, to ensure the manufacturing of advance orders, must be covered by the Client.

8.5. The Client shall be invoiced for unused inventory established by IES Synergy (or its suppliers), following a product change, suspension, or cancellation of manufacturing.
 IES Synergy must show proof that it is not possible to re-use or sell the components in question.



8.6. IES Synergy shall inform the Client of any foreseeable non-availability, such as halted production by the manufacturer. Depending on the situation, the Client is responsible for the costs of redesigning the product or stocking the inventory with components to ensure the complete product life-cycle (to end-of-life).

8.7. The Client is responsible for material defects caused by flaws in product design, or by an inappropriate choice of components.

8.8. Upon the Client’s request, IES Synergy shall provide the list of its suppliers or sub-contractors involved with the manufacturing of equipment related to orders.
If the Client requires IES Synergy to use a particular supplier or sub-contractor, the parties to the contract shall agree on respective levels of responsibility.

9. DELIVERY LEAD TIMES

9.1. Lead time for deliveries begins on the date of order confirmation by IES Synergy, and no earlier than the date on which all documents, materials, and execution details are provided in full by the Client. The Client must also satisfy all other prerequisite conditions for which the Client is responsible, notably, as necessary, payment in full for all specific tooling and any down-payments.

9.2. The critical nature of lead times must be indicated in the contract, as well as the details of said lead times (availability date, date of presentation for validation or acceptance/reception, effective delivery date, etc.).
In the absence of these details, the lead time is provided for informational purposes only.
New lead times shall be established following any changes made to contractual supply terms and conditions.

9.3. Contractual lead times may be extended upon the request of IES Synergy or the Client for any reason beyond either party’s control that makes it impossible for the requester to fulfill related obligations, particularly in the event of force majeure.
Cases of force majeure include, but are not limited to: labor strikes within or external to the company, riots, official actions by public authorities, supply-chain problems concerning raw materials or energy, equipment breakage or failure, fire, water damage, explosions, and natural disasters. 
The party in difficulty must provide written notice to the other party as soon as the force majeure event occurs, and both parties shall convene immediately to decide the appropriate course of action to take as a result.

9.4. No penalty shall be applied that is not agreed upon in writing on the order and preceded by formal notification. Under no circumstances shall penalty exceed an amount of 5% of the value of the late product or service.

10. PACKING

10.1. Unless otherwise specified, IES Synergy shall recommend one or more packing solutions to the Client.

11. DELIVERY AND TRANSFER OF RISK

11.1. Unless explicitly specified otherwise, the delivery that signifies the transfer of risk is constituted by the direct provision of the ordered goods to the Client or to the freight carrier designated by the Client, or, as appropriate, the carrier chosen by IES Synergy.

11.2. Unless agreed otherwise, a level of tolerance is allowed in cases of mass production with respect to the actual number of units delivered for the order.

12. SHIPPING

12.1. In all cases, IES Synergy only handles shipping, and operations related to shipping, on behalf of the Client. Payment of all costs for prepaid shipping shall be reimbursed by the Client upon receipt of the invoice. The Client is responsible for all risks related to shipping operations. It is therefore the Client’s responsibility to inspect the condition, quantity, and compliance of goods with the details provided on the packing list.



12.2. The Client must inform IES Synergy immediately of any potential disputes, without prejudice to legal actions that the Client has the right to exercise against the freight carrier.

12.3. The Client is responsible for all fees and risks related to shipping or returning the materials described in Article 6.1, as well as for initial samples or part models intended for reference purposes.

12.4. The merchandise may be insured according to written instructions provided by the Client, and at the Client’s expense, covering all risks for an agreed value.

12.5. Even in the case of products sold under retention-of-title, the Client must, in case of discrepancies or missing packages upon reception of said products, take all necessary steps to make written reserves and file a claim with the freight carrier, as stipulated in Articles 105 and 106 of the French Commercial Code. The Client must also notify IES Synergy immediately, or the right to file a claim shall be considered forfeit.

13. PRICING

13.1. Catalog products.
Applicable prices are those prices effective on the date the order is placed.  Pricing may be higher depending on services provided by IES Synergy, or lower depending on services covered by the Client.
Terms and conditions for discounts, rebates, and reductions shall be provided upon request, as stipulated by current legislation.
Commercial cooperation contracts signed in particular cases must be established in writing, with two printed copies, each party receiving a copy according to applicable legislation.

13.2. Products from proposals or quotes.
Detailed in the terms of the contract, prices are:
- Either modifiable based on appropriate calculations, taking into account variations in the costs of materials or energy, wages, and additional fees related to the order, occurring between the date of the contract and the delivery date established by the contract, unless dates of application are stipulated otherwise in the contract;
- Or, firm for an agreed period of time.
Prices shall be binding and apply ex works, except by special agreement, including loading at the factory, but excluding packaging.

13.3. Whereas tooling prices may include, if stipulated in the contract, the cost of producing samples, said prices do not under any circumstances include the cost of test equipment or testing, nor any expenses due to changes requested by the Client.

14. PAYMENT TERMS

14.1. Payments shall be made to IES Synergy’s main office.
Payment terms and methods, as well as any required down-payments, must be covered by explicit agreement in the contract.
In accordance with Article L 441-6 of the French Commercial Code, the following rules apply:
- The payment of amounts due is set to be the thirtieth (30th) day following the date of merchandise reception by the Client or execution of the requested service.
- The term agreed by both parties for payment of amounts due shall not exceed forty-five (45) days, end-of-month, or sixty days from the date on which the invoice is issued.
Discounts may apply for early payment, the amount of which shall be indicated, as appropriate, on invoices.
Negotiable instruments and checks are not valid means of payment. Payment is only considered complete if all amounts due are paid in-full by the determined date. Any delay in payment must be negotiated and guaranteed.
The Client’s right to retention-of-title on all goods shall only terminate following the payment in-full of all debts for any reason whatsoever.

14.2. Without prejudice to the retention-of-title right, described in Article 17 of this document, the non-return of invoices with acceptance and bank details within seven (7) days of issuance, the non-respect of any payment terms whatsoever, a serious breach of the Client’s credit, in particular the revelation of any dispute or pledge whatsoever against commercial funds, will be followed, at IES Synergy’s discretion, with all legal powers and without giving notice, by:
- Cancellation of the payment terms, causing all amounts still due for any reason to be payable immediately, and/or the suspension of shipments by IES Synergy;
- Or, the termination of all current contracts, with retention of all received down-payments, tooling, and products in IES Synergy’s possession for any reason whatsoever, until the amount of compensation is determined.

14.3. All amounts remaining unpaid on their due date shall automatically and without notice incur interest calculated on the basis of the rate applied by the European Central Bank to its most recent main refinancing operation, plus 12%.

14.4. The Client may delay a contractual payment deadline in case the product reception or delivery procedure made available to the Client at the IES Synergy factory are delayed or cannot take place due to force majeure. The same applies to payment of the difference between the total amount of the invoice and the price of parts having the potential to incur, following a Client claim, credit or credit notes granted by IES Synergy in application of Article 16 of this document. The Client may not refuse to pay all or part of the amount owed to IES Synergy or delay payment because of any claims on the Client’s part, notably with respect to warranty rights, without the explicit written agreement of IES Synergy.

15. INSPECTION AND ACCEPTANCE

15.1. When the Client is entirely responsible for designing parts to achieve a desired industrial result, said designs only being known precisely by the Client, the Client may, accordingly, determine the specifications that define the products, parts, or services to be executed by IES Synergy, as well as the nature and types of control, inspection and tests required for acceptance.
Acceptance by the Client of proposals to improve technical specifications shall under no circumstances result in a transfer of responsibility. In all cases, the design remains the Client’s exclusive responsibility.

15.2. In all cases, and even in the absence of acceptance, the type and scope of required inspection and tests, standards, as well as all types of tolerance, must be detailed in the drawings and specifications document which must be provided by the Client with the Client’s request for a quote, and confirmed in the contract between the IES Synergy and the Client.

15.3. Inspection and test actions required by the Client are carried out on behalf of the Client by IES Synergy directly, or by a laboratory or other third-party.  Even if IES Synergy is not responsible for said actions, the type and scope of inspection, trials, and tests must be defined before signature of the contract. In addition, if IES Synergy is responsible for said actions, agreement regarding related costs must be included in the contract. If acceptance is required, the scope and conditions of acceptance must be established before the contract is signed. Unless specified otherwise by the contract, acceptance shall be carried out at IES Synergy, at the Client’s expense, no later than one week following written notification of the availability for acceptance sent by IES Synergy to the Client or to the organization responsible for acceptance.  In case of any deficiency on the part of the Client or the organization in charge of inspection, products or parts shall be stored by IES Synergy at the client’s expense and risk. If no response is given by the Client to IES Synergy for a period of two weeks from the shipping date, following a second notification by IES Synergy, the product or parts shall be deemed to be accepted and IES Synergy is entitled to issue the invoice.
The principles and methods for non-destructive inspection or testing may only be defined with respect to product or parts design. The Client must therefore always indicate, on the request for quotation and on the order, the level of inspection required and, as necessary, the conditions under which said inspection must take place, notably for the purposes of determining the conditions for exercising the guarantee as defined in Article 16.
In any case, said inspections and acceptance processes are carried out in compliance with the appropriate standards, according to the conditions defined by documents and technical specifications, as agreed by the Client and accepted by IES Synergy.

15.4. In the absence of a specifications document describing inspection, acceptance, and tests on provided products, IES Synergy shall only perform standard manufacturing verifications.

15.5. The price for inspection and tests is generally separate from that of products and parts but may be included as agreed by the Client and IES Synergy. This price takes into account specific work necessary to obtain conditions required to perform inspection effectively, particularly when special acceptance controls are involved.

15.6. Products manufactured within the framework of a Quality Assurance system require the Client to specify that fact both on the request for quote and on the order. IES Synergy shall confirm its commitment to respect said system in its commercial proposal and order acknowledgment, without prejudice to any of the provisions contained in the previous Articles.

15.7. In all cases, the Quality Assurance system is limited to the service(s) ordered by the Client and shall be covered more precisely in a Quality Plan attached to orders.

16. RESPONSIBILITY AND GUARANTEE

16.1. For parts and product orders based on quotes, or industrial services provided as part of a corporate contract, IES Synergy is obliged to provide products, parts, or services in compliance with drawings, schematics, and recommendations in the contractual specifications document, within the scope of agreed acceptance controls.
In the event that the Client issues a claim with respect to the manufactured, transformed, or assembled parts or products, IES Synergy reserves the right to perform on-site inspection before issuing a response.
For mass production/series orders, the Client must request that samples be manufactured. These samples are submitted to the Client by IES Synergy for approval, either by the Client directly or via any controls and tests the Client feels are necessary.  Acceptance must be sent by the Client to IES Synergy by letter or in writing by another document-generating means of communication. This acceptance is considered as the starting point for a fresh lead time for new supplies.

16.2. Following agreement with the Client, IES Synergy’s guarantee consists of:
- Issuing a credit to the Client for the value of the parts or products recognized as being non-compliant with contractual drawings and technical specifications, or those non-compliant with samples accepted by the Client;
- Or, replacing said parts or products free of charge;
- Or, taking measures to ensure the compliance of said parts or products, or having such measures taken. 

Parts or products replaced by IES Synergy shall be covered by a credit note to the Client, with replacement parts or products invoiced at the same price as the originals.
Actions taken to make parts or products compliant shall be decided by the Client, or agreed with the Client. IES Synergy is responsible for expenses if it performs the work directly, or must provide prior consent if the Client chooses to have the work done, the price of which the Client will inform IES Synergy beforehand. 
The replacement of parts or products, or the process of making parts or products compliant, carried out in agreement between the IES Synergy and the Client, shall in no way modify the terms of the guarantee. 
Parts or products for which IES Synergy issues the Client a credit note, or for which replacement parts or products are provided, or reworked to ensure compliance, shall be returned to IES Synergy, shipped freight collect. IES Synergy reserves the right to select the freight carrier.

16.3. Under the penalty of waiving its right to the above-defined guarantee, the Client must report non-compliance of parts, products, or services as soon as the non-compliance is discovered, and must request the immediate replacement or reworking of said parts or products, or the re-execution of services in question, within a maximum period from the delivery date of:
- Ten (10) days for obvious non-compliance;
- Six (6) months for other non-compliance, with this period being reduced to one (1) month for production/series parts or products.
No claims can be accepted after the above periods.
Any reworking of parts or products carried out by the Client without the agreement of IES Synergy with respect to actions and costs, shall void the guarantee.



16.4. The guarantee does not, under any circumstances, cover:
- Damages caused by a defective part or product during use, if the Client made the error of using said part or product without having first carried out all the inspections and tests required by the design, expected usage, and desired industrial behavior;
- Costs of operations performed on products before their use; 
- Costs of assembly, disassembly, and withdrawal from service of said parts or products by the Client. 

Generally speaking, the guarantee does not cover any other type of damage whatsoever, including damage to components provided by the Client, except in the event of serious neglect on the part of IES Synergy.
The guarantee also does not cover:
- Faulty operation due to a defect in materials or parts provided by the Client, or following installation that not carried out according to IES Synergy recommendations and/or best practices;
- Damage incurred due to force majeure or third-party actions;
- Damage caused by the Client;
- Improper usage of the parts or product, or usage that does not comply with various compatibilities, or connections made in a non-standard manner or in a manner that does not respect current best practices.

16.5. Catalog products that are covered by a sales contract are guaranteed to be free from all manufacturing defects according to the terms and conditions presented in IES Synergy commercial documents, adapted for each product. Said products are subject to the legal liability regime of Articles 1641 and following in the French Civil Code.

16.6. Under no circumstances shall IES Synergy be held liable for assembly faults or product changes performed by the Client, nor for maintenance or usage faults resulting from normal wear and obsolescence.

17. RIGHT TO RETENTION-OF-TITLE AND FRENCH LAW OF 31 DEC 1975

17.1. In the event that the contract binding the two parties is a sales contract. Product sales are carried out with the right to retention-of-title, to the extent that such legislation is applicable in the Client’s country. Otherwise, the Client must ensure that IES Synergy benefits from all rights guaranteeing commercial transactions in the Client’s country. The same may apply to corporate contracts if authorized by applicable legislation.
According to the terms of the retention-of-title clause, the Client only becomes the owner of the manufactured goods after full and final payment for said goods. Nonetheless, the Client must ensure their protection from all risks, and may not transform or resell the goods without the written approval of IES Synergy.

17.2. If the contract binding the two parties is a corporate contract, IES Synergy intends to avail itself of existing laws regarding sub-contracting, including, but not limited to: in France, the law of 31 December 1975; and in Italy, the law of 18 June 1998; and the Client must have IES Synergy approved by the project manager, and in the case of public-sector contracts obtain direct payment for IES Synergy. In Italy, a specific sub-contracting agreement must be signed.

17.3. The above provisions shall not, under any circumstances, entail derogation from the clause applicable to jurisdiction set forth under Article 20.

18. INDUSTRIAL AND INTELLECTUAL PROPERTY – CONFIDENTIALITY

18.1. In all cases other than its own products, the Client shall guarantee and hold harmless IES Synergy against all consequences of legal actions that could be taken against IES Synergy in the framework of executing the order for parts or products covered by industrial or intellectual property rights such as patents, trademarks, or registered models or by any other personal rights in France or abroad.

18.2. The transfer of products or the execution of services does not in any manner transfer IES Synergy’s industrial or intellectual property concerning its manufacturing studies to the Client. The same non-transfer of property rights applies to studies that IES Synergy provides to improve the quality or cost pricing of its parts or products, by making an original change to the initial specifications document. If the Client accepts said changes, then the Client must come to agreement with IES Synergy concerning their use within the framework of the order.
The Client may not, under any circumstances, use IES Synergy studies for its own purposes, nor divulge said studies to any third-parties without having explicitly acquired the rights to the intellectual property in question.



18.3. From the moment pricing is communicated to the Client by IES Synergy, the Client agrees to keep all related information absolutely confidential, including information the Client may acquire by any means whatsoever and/or on any type of media, such as paper, photographs, models, specific tooling, schematics, etc. Of course, the same applies to both written and oral communications.
Under no circumstances shall the Client possess rights to items including studies, projects, prototypes, or documents created by IES Synergy which remain the property of IES Synergy. Accordingly, said items may not be used, reproduced, patented, filed as intellectual property, or communicated to any third-parties by the Client without the express written consent of IES Synergy.
In the same manner, the Client may not use items such as patents, models, know-how belonging to IES Synergy for the Client’s own benefit, nor may the Client divulge said items without having explicitly acquired ownership, co-ownership, or another type of right for use or reproduction.
The Client further guarantees that its servants or other providers or sub-contractors shall respect the obligations of this agreement.

18.4. Unless otherwise forbidden in writing, the Client authorizes IES Synergy to exhibit selected parts and products created by IES Synergy at trade fairs, conferences, and exhibitions, as well as on advertising and commercial documents.

19. CANCELLATION

19.1. A Client operating under annual corporate contract with IES Synergy that cancels all or part of its order, or delays the delivery date due to factors outside the scope of IES Synergy’s responsibility, must reimburse IES Synergy for the entire amount of all expenses engaged at the date on which written notice is received from the Client, without prejudice to direct or indirect consequences borne by IES Synergy as a result of said cancellation, including lost earnings.

19.2. No unilateral cancellation of a sales contract between the Client and IES Synergy is allowed.

20. JURISDICTION

20.1. Contracts between the Client and IES Synergy shall be governed by the laws of France.
The parties shall seek to settle amicably, through mediation, any disputes that may arise between them concerning the interpretation and/or execution of these General Terms and Conditions of Sale and contracts.
In the event that the two parties are unable reach agreement, and in the absence of a specific arbitration agreement to the contrary, the Commercial Court of Montpellier, France (Tribunal de Commerce de Montpellier) is the only competent body to settle disputes regarding supply and service contracts, regardless of the conditions of said contracts and accepted method of payment, even in the case of incidental requests and/or multiple defendants. 
Nonetheless, IES Synergy reserves the right to take legal action with the Commercial Court having jurisdiction over the Client’s headquarters, in which case IES Synergy may choose to waive the application of its own legislation.

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