1.1. These general terms and conditions have been drawn up in accordance with the uses in force inside the European Economic Area. They define the rights and obligations of the Vendor, called IES Synergy, and its customer, hereinafter called the “Customer”, regarding the contracts to supply parts or products and industrial services that IES Synergy may be called on to execute for the Customer, whether these contracts be sales contracts or corporate contracts. 1.2. They therefore constitute the legal basis of these contracts for all provisions that have not been agreed in particular in writing. 1.3. They override any contrary clause formulated in any way whatsoever by the Customer if IES Synergy has not agreed to it in writing. 1.4. Where a Customer or group of Customers decides to enter into an industrial partnership with IES Synergy, these general terms and conditions serve as a basis, with the general terms and conditions of purchase of these Customers, in drafting a common text of general conditions of exchanges confirming the agreement made. 1.5. In all circumstances, the parties will trade regular information on their medium- and long-term forecasts and their sales and marketing policy.
2.1. Unless agreed expressly otherwise and for own products, IES Synergy designs the products or services that it executes.
3.1. The Customer’s call for tenders or its order must be supported by a description or functional specification setting out precisely in particular the nature and scope of checks and tests required to verify the level of quality sought that only the customer-designer of the products or services knows in sufficient detail based on the industrial result it is seeking. 3.2. The IES Synergy bid will only be considered firm if it is accompanied by an acceptance period. Whenever the customer alters the specifications or prototypes which may be submitted to it by IES Synergy, the initial bid becomes null and void and a new bid must be submitted. 3.3. IES Synergy can only be bound by the conditions of its express acceptance of the firm and definitive order from the Customer, by letter or any other method of communication that generates a document. The contract is final when the order acknowledgement is issued by IES Synergy, whereupon unilateral modification or cancellation is no longer possible. 3.4. An open order, as shown by calls for periodic or staged deliveries, can only be agreed for a limited period between IES Synergy and the Customer. 3.5. For sales of products from the catalogue: a) deliveries are reliant on the existence of adequate stock when the order is received; b) offers listed in the catalogue or any other commercial document only have a guide value and limited duration over time; c) dispensations to the terms and conditions of sale can only be exceptional given the legal obligation weighing on the vendor: – to apply the same conditions to all its customers for similar orders; – to sign a contract in the event of justified dispensation.
4.1. Unless agreed otherwise in writing, the manufacture and delivery of parts or products ordered, their sale if it is a sale and the execution of services listed in the contract does not transfer the rights of ownership from the Supplier to the Customer relating to its manufacturing studies, prototypes, mock-ups, drawings and all other trade secrets. The same applies to studies proposed by IES Synergy to improve the quality or cost price of products by an original modification to the initial specification. The Customer must agree on conditions for their use with IES Synergy, if it accepts them, under the order. 4.2. Under no circumstances can the Customer have studies, projects, prototypes and documents produced by the Supplier that it continues to own. As a result, they may not be used, reproduced, patented, lodged or communicate to third parties by the Customer without written consent from IES Synergy. 4.3. Similarly, the Customer may not possess patents, models, know-how or trade secret owned by IES Synergy for himself, nor divulge them without having acquired expressly the ownership, joint ownership or any right of operation or reproduction whatsoever. 4.4. All quotations, drawings, diagrams, mock-ups, engravings and studies of any nature on any medium produced at the request of the Customer and which are not used within three months of submission are invoiced whilst remaining the property of IES Synergy.
5.1. Tools, programmes, standard parts, models, specific equipment and manufacturing files provided by the Customer. When supplied by the Customer, tools, programmes, moulds, models, specific equipment, manufacturing files of all types and accessories essential to the execution of the contract, hereinafter called “tools”, must without fail show distinctly the marks identifying assembly or use and must be delivered free to the location stated by IES Synergy. The Customer assumes responsibility for matching the tools perfectly with the drawings and specifications and computerised data. However, at the Customer’s request, IES Synergy can verify this match and invoice the cost of this service. Where IES Synergy deems it necessary to make modifications for the correct execution of parts, the resulting costs are paid by the Customer, having firstly agreed to this expressly with IES Synergy. Normally, save for prior written agreement with the Customer, IES Synergy does not guarantee the use duration of the tools. In all cases, if the tools received by IES Synergy are not in line with the use it had a right to expect, IES Synergy must request a review of the price initially agreed for parts, having agreed this with the Customer before execution of products commences. 5.2. Tools, programmes, standard parts, models, specific equipment and manufacturing files produced by IES Synergy at the Customer’s request. When tasked by the Customer to produce the tools or have them produced, mainly the test equipment, IES Synergy produces them or has them produced according to the specifications given by the Customer who carries out the acceptance and is alone responsible for validating them. The cost of production and the costs of replacement or refurbishment after wear are paid separately from the price of the parts. Price of the tools: the price of the tools produced does not include the intellectual property of IES Synergy with respect to these tools. This means the provision of its know-how or its patents for the design, production and development. The same applies to any adaptations made by IES Synergy to the tools provided by the Customer to ensure correct execution of parts. The tools remain in the IES Synergy warehouse after execution of the order and the Customer cannot take possession of them until there is written agreement on the conditions for using the intellectual property of the Supplier and after payment of all invoices due to it for any reason. These tools are kept in good technical operating condition by IES Synergy, with the consequences of its wear, repair or replacement being the responsibility of the Customer. 5.3. Security and insurance conditions. IES Synergy refrains at all times from using tools belonging the Customer on behalf of a third party, unless agreed in writing in advance. The Customer, who is entirely responsible for the tools it owns, takes out insurance at its expense to cover its deterioration or destruction on the IES Synergy premises and excluding all recourse against it. The tools are returned to it at its request or at the discretion of IES Synergy, as is, provided full payment and settlement has been made for manufactured products and all other debts not yet paid for whatever reason. If they remain in the IES Synergy warehouse, they are kept free of charge for a maximum period of two years with effect from the last manufacture of products. Beyond this period, if the Customer has not requested the return of the tools or if it has not agreed with IES Synergy to extend the warehousing, IES Synergy has the right to destroy it, after an official notice by registered letter with acknowledgement of receipt remains without response after three months. If the Customer takes its tools back before a period whereby IES Synergy has not been able to depreciate the design and development costs, it undertakes to pay a compensatory indemnification to be fixed by mutual agreement or on an expert’s say-so. Furthermore, in the same situation where special manufacture requires the acquisition of a material, specific equipment or components, the Customer undertakes to take them back at their net accounting value.
6.1. Where IES Synergy intervenes as a contract manufacturer, the Customer will deliver or have delivered, at its risk and expense, the necessary quantity and quality of raw materials and/or components compliant with the execution of the order, defined by mutual agreement in advance. The goods will be delivered taking account of deadlines and normal technical hazards of IES Synergy manufacture. IES Synergy may invoice the replacement or reworking and the cost of the labour caused by supplying defective components and raw materials. 6.2. Where materials or components supplied by the Customer during manufacture are destroyed or deteriorate, it will replace them free-of-charge, unless agreed expressly otherwise.
7.1. The Customer will provide IES Synergy with the documents (good for manufacture) necessary to execute the order once the contract enters into force, at the latest. These can include: – outline diagrams; – parts list; – drilling and installation drawings; – printed circuit computerised documents; – component placement programme computerised documents; – in situ test programme computerised documents; – mechanical drawings; – mounting and assembly drawings; – functional testing procedure, hardware and software programs; – special specifications; – samples, calibration standards; – models; – standards to be used. It is understood that the documents listed above and all others, if appropriate, will be supplied in their latest revision. The Customer will then communicate any changes. The Customer will indicate when submitting a pricing request the standards it wishes to see applied. The Customer is entirely responsible for affixing normative markings. Manufacture covered by orders based on these conditions of supply will comply with the trade practices in force in the Profession. 7.2. The contractual delivery times may only run from the complete supply of these sundry elements and all others relating to the order.
8.1. Where components and raw materials required for the manufacture are purchased by IES Synergy on behalf of the Customer, the Customer undertakes to pay invoices for them without delay, with IES Synergy thus providing free warehousing facilities. Where these materials or components are destroyed or deteriorate through no fault of IES Synergy, the Customer will pay for their replacement, unless expressly agreed otherwise. 8.2. The parties will establish whether they deem it necessary to draw up a list of components where procurement is “critical”, i.e. necessitates a commitment to orders with a particular deadline that is longer than the deadline for the product covered by this contract. The list of these components will be attached to the orders. They may, if appropriate, be ordered specially with different management rules than for the general contract. 8.3. Unless agreed otherwise, IES Synergy purchases the components as per the Customer’s instructions from manufacturers qualified by the Customer. The conditions for checking components on arrival are defined and validated by the Customer based on the capability of the supply with respect to the application. 8.4. The “long deadline” commitments made by IES Synergy to its suppliers to ensure the manufacturer of provisional orders must be covered by the Customer. 8.5. The non-use of stocks constituted by IES Synergy (or its suppliers) following product modification, suspension or stopping of manufacturer will result in the Customer being invoiced. The supplier should prove its inability to re-use or re-sell these components. 8.6. The predictable non-availability such as stopping manufacture by the manufacturer will be communicated by IES Synergy to its Customer. Depending on circumstances, the Customer will pay for redesigning the product or stocking components to ensure end-of-life. 8.7. Material defects generated by a defective product design or poor choice of components will be the responsibility of the designer Customer. 8.8. If the Customer requests it, IES Synergy will give the list of its suppliers or sub-contractors working on the manufacture of materials ordered. Where the Customer insists that IES Synergy uses a particular supplier or sub-contractor, the parties should state the levels of respective responsibility.
9.1. Delivery times run from the date of confirmation of order by IES Synergy and at the earliest from the date on which all the documents, materials and execution details have been supplied by the Customer, who has also met all other prior conditions incumbent on it to accomplish, especially, if appropriate, paying for specific manufacturing tools and any down payments. 9.2. The essential nature of the agreed deadline must be stated in the contract along with availability date, presentation date for testing or acceptance, actual delivery date, etc. The deadline is deemed to be a guide only if such information is not supplied. Any change to the contractual supply conditions will result in a new deadline being fixed. 9.3. The contractual deadlines are extended at the request of IES Synergy or the Customer for any reason outside their control which made it impossible for the requesting party to fulfil its obligations, especially in cases of force majeure. Cases of force majeure include especially: strikes inside and outside the company, riots, war, mobilisation, decisions by public authorities, supply difficulties for raw materials or energy, broken or failed machinery, fires, water damage, explosions and natural disasters. The defaulting party must advise the other party in writing of this impossibility as soon as it occurs and both must then consult each other to agree arrangements to be made as a result. 9.4. No penalty will be applicable if it agreed in writing in the orders and preceded by official notice. In all circumstances, there will be a ceiling of 5% of the value of the service or the product that is late.
10.1. Failing special agreement, IES Synergy will propose one or more packing solutions.
11.1. Unless agreed expressly otherwise, the delivery that results in the transfer of risks is conducted by direct handover of the supply, either to the Customer or to the carrier it has designated or, failing, that the one chosen by IES Synergy. 11.2. Unless agreed otherwise, for series manufacture, a tolerance on the number of parts delivered is to be agreed in the order.
12.1. In all circumstances, IES Synergy only carries out shipments and ancillary transport operations as the representative of the Customer who, upon receipt of the invoice, reimburses the costs for shipments carriage paid. It is therefore incumbent on the Customer, who assumes all the risks of these operations, to verify, upon arrival of the material, the state, quantity and compliance of supplies against the indications on the despatch note. 12.2. The Customer must advise IES Synergy immediately of any dispute, without prejudice to the legal actions that it is up to it to take itself against the carrier. 12.3. The Customer assumes the risk and expense of shipping and returning materials quoted in Article 6.1 and those of initial samples or standard parts intended to serve as a reference. 12.4. As per the Customer’s written instructions and at its expense, the goods may be insured all risks for a value to be agreed. 12.5. Even in the case of a sale with retention of ownership, the Customer should, upon receipt of products, if there is damage or missing packages, contest as necessary and submit written reservations to the carrier, as per the provisions of Articles 105 and 106 of the Commercial Code. The Customer should also advise IES Synergy immediately, failing which it will be stripped of its rights of recourse.
13.1. Products from catalogue. The prices applicable are those shown in the tariff in force when the order is placed. The tariff can provide for increases based on services rendered by the vendor or decreases based on services taken in charge by the purchaser. The conditions for mark-downs, rebates or discounts are communicated on simple request in application of legal texts in force. Trade cooperation contracts can be signed in special cases. They must be drawn up in writing and in duplicate, with each part holding one copy as per the relevant legislation. 13.2. Products on quotation. The prices are, according to the agreement set out in the contract: – either revisable using appropriate formulae, taking into account the variations in material rates, the cost of energy, salary rates and ancillary costs relating to the order occurring between the contract date and the contractual delivery date, failing other application dates stated in the contract; – or firm for an agreed period. Failing special provisions, prices are understood to be ex-works, excluding packing and VAT. 13.3. If the price of the tools can include, and if the contract provides for this, the cost of taking samples, under no circumstances does it include the price of test devices nor the price of any modifications made by the Customer.
14.1. The payments are reckoned to be made at the IES Synergy head office. The payment times and method and the payment of any down payments must be agreed explicitly in the contract. In application of Article L 441-6 of the Commercial Code, the following rules apply: – the deadline for payment of sums due is set to the thirtieth day following the date of receipt of goods or execution of the requested service. – the deadline agreed between the parties to settle the sums due must not exceed forty-five days end of month or sixty days from the invoice issue date. Earlier payments may be eligible for a discount; the amount will be indicated, where appropriate, on the invoices. Commercial bills and cheques are payment methods only. Payment is only made once it settled on the planned date. Any extended payment time should be negotiated and guarantee. The Customer’s right of retention of all goods will only cease after full payment of all debts for whatever reason. 14.2.Without prejudice to the right of retention of ownership stated in Article 17, failure to return bank drafts accepted and showing bank details within seven days of their being sent, failure to comply with any payment deadline whatsoever, a serious breach in the Customer’s credit, in particular the revelation of a protest against or collateral on the business, results, automatically, without official notice and at the discretion of IES Synergy in – either the lapsing of the term and therefore immediate demand for sums still due for whatever reason and/or the suspension of all shipments, – or the termination of all contracts in progress with retention of down payments received and of the tools and products held by the Supplier for whatever reason, until any indemnity is set. 14.3. Any sum that becomes payable carries, automatically and without official notice, interest at the rate equivalent to the interest rate applied by the European Central Bank in its most recent refinancing arrangement increased by ten percentage points 14.4. The Customer can only delay a contractual payment deadline if the acceptance procedure or shipment of supplies made available at the IES Synergy factory are delayed or cannot be executed due to a case of force majeure. The same applies to the payment of the difference between the total amount of the invoice and the price of parts likely to give rise, when disputed by the Customer, to credit notes of any kind that may be granted by IES Synergy in application of Article 16. The Customer cannot waive payment of all or part of a sum due to IES Synergy or delay its payment due to any claims it may make, especially under the warranty rights, without the consent of IES Synergy.
15.1. When the Customer assumes full responsibility for the design of parts based on the industrial result it is seeking and that it alone knows precisely, it decides therefore on a specification that sets all aspects of the provisions called on to define the products, parts or services to be executed and the nature and modalities of inspections, checks and tests mandatory to their acceptance. The Customer’s acceptance of proposals to improve the specifications in any way cannot in any way be taken as a transfer of responsibility, with the design remaining exclusively the responsibility of the Customer. 15.2. In all circumstances and even when there is no acceptance, the nature and scope of necessary checks and tests, the standards and all types of tolerance must be stated on the drawings and specification attached without fail by the Customer to its call for tenders and confirmed in the contract agreed with IES Synergy and the Customer. 15.3. The checks and tests required by the Customer can be performed at its request by IES Synergy or by a laboratory or a third party. Even if the Supplier is not responsible for this, it must be stated at the latest when the contract is signed, in the same way as the type and scope of these checks and tests. In addition, where IES Synergy is responsible, their agreed cost must be included in the contract. Where acceptance is required, its scope and conditions must be established at the latest when the contract is signed. Unless agreed and stated specifically in the contract, acceptance takes place on the IES Synergy premises, at the Customer’s expense, at the latest within the week following the advice of availability for acceptance sent by IES Synergy to the Customer or to the organisation tasked with this acceptance. In the event of a shortcoming by the Customer or the inspection body, the parts are stored temporarily by the Supplier at the risk and expense of the Customer. Following a second notification by IES Energy remained unanswered in the two weeks after being sent, the equipment is deemed to be accepted and IES Synergy has the right to invoice it. As the principle and modalities of non-destructive or standard tests can only be defined according to the design of the products, the Customer must always states in its call for tenders and its order the tests it has decided and, if appropriate, the conditions for their execution, to determine especially the conditions for exercising the warranty defined in Article 16. In all circumstances, these checks and acceptances are carried out under reference standards, as per the conditions defined by the documents and specification, as decided by the Customer and agreed by IES Synergy. 15.4. Failing a specification for the checks and tests to be made on the products, IES Synergy only carries out the current manufacturing checks. 15.5. The price for checks and tests is normally separate from the price of parts but can be incorporated into it after agreement between IES Synergy and the Customer. This price takes account of the cost of special work needed to obtain essential conditions for the correct execution of these checks, especially for special acceptance checks. 15.6. The manufacturing operations performed under a Quality Assurance system make it mandatory for this condition to be stated by the Customer in its call for tenders and in its order. IES Synergy confirms this in its bid and when accepting the order, without prejudice to the provisions of the previous articles. 15.7. The quality assurance system is in all circumstances limited to the service ordered and further clarifications will be provided by the quality plan attached to the orders.
16.1. For orders for quoted parts or the provision of industrial services under a corporate contract, IES Synergy has to supply products, parts or services in accordance with the drawings and stipulations of the contractual specification, under the agreed acceptance checks. If the Customer makes a claim on the parts of products manufactured, processed or mounted, IES Synergy reserves the right to examine them in place before they are returned. For series orders, the Customer must request at its expense the manufacture of standard parts that are submitted to it by IES Synergy for its acceptance after all checks and tests that it deems necessary. The Customer must send this acceptance to IES Synergy by letter or any other means of communication that generates a document. This acceptance is the starting point for any new deadline for new supplies. 16.2. The IES Synergy warranty involves, after agreement with the Customer: – crediting the Customer with the value of parts recognised as non-compliant with the drawings and the stipulations of the contractual specifications or standard parts accepted by it or to be replaced free-of-charge; – or making them compliant or having them made compliant; or conducting the defective service again free-of-charge on new parts, components or material supplied free-of-charge by the Customer, save for serious fault by IES Synergy. The parts replaced by IES Synergy are covered by a credit note, with the replacements being invoiced at the same price as the parts replaced. An operation to make compliant is performed according to the modalities decided and/or approved by the Customer. IES Synergy assumes the cost if it is responsible for carrying this out or must agree in advance if the Customer decides to carry it out for a price made known to it. Replacement or compliance of parts, executed in agreement between IES Synergy and the Customer, cannot result in a change to the warranty conditions. The parts for which the Customer has been given a credit note, the replacement or compliance by IES Synergy, unless agreed otherwise, should be returned carriage forward, with IES Synergy reserving the right to choose the carrier. 16.3. On pain of being stripped of the right to the warranty defined previously, the Customer is required to denounce the non-compliances immediately upon discovery and to request explicitly the replacement or compliance of products or execution of the services in question again in the maximum time, commencing at the delivery, of: – ten days for apparent non-compliance; – six months for other non-compliance, with this period being reduced to one month for series manufacture. No claim can be considered once these deadlines have expired. Any compliance operation on parts by the Customer without the agreement of IES Synergy on its principle and cost, results in the loss of the right to the warranty. 16.4. Under no circumstances does the warranty extend to: – damage caused by a defective product during its use, if the Customer designer has committed the fault of commissioning it without having carried out or had carried out all the checks and tests required by its design, use and industrial result sought; – the costs of operations that the products potentially undergo before their commissioning; – the costs of assembly, disassembly and removal from circulation of these parts by the Customer. And in general to any other damage, including to the components supplied by the Customer, save for serious professional fault by IES Synergy. Nor does the warranty extend to: – faulty operation caused by defective material or parts supplied by the Customer or following an installation that failed to follow the stipulations of IES Synergy or trade practices; – damage attributable to force majeure or action by a third party; – damage caused by action by the Customer; – abnormal uses of the product or out of line with the miscellaneous compatibilities or connections that do not comply with the standards or trade practices. 16.5.Products in the catalogue covered by a sales contract are guaranteed against all manufacturing defects in the conditions provided for in the IES Synergy commercial documents appropriate to each product. They are subject to the conditions of so-called legal liability resulting from Articles 1641 et seq. of the Civil Code. 16.6. Under no circumstances can the vendor be held responsible for a faulty assembly or change to the product made by the Customer nor for defective servicing or use, the consequence of being outdated or of normal wear.
17.1. Where the contract binding the parties is a sales contract. Products are sold with retention of ownership, inasmuch as this is permitted by the legislation in the Customer’s country. Otherwise, the Customer is required to ensure that IES Synergy benefits from all the rights that guarantee sales in the Customer’s country. The same applies under a corporate contract if the applicable legislation so allows. Under the terms of the retention of ownership clause, the Customer will only own the manufactured goods once paid for in full. However, at their delivery, it should ensure that they are kept well away from all risks and it may not process or resell them without the consent of IES Synergy. 17.2. Where the contract is a corporate contract, IES Synergy intends to avail of existing sub-contracting laws: in France, the law of 31/12/1975 and in Italy, the law of 18/06/1998. The Customer should therefore in France have it approved by the prime contractor and, for a public procurement contract, obtain direct payment, and in Italy sign a specific sub-contracting contract. 17.3. Under no circumstances can the previous provisions lead to dispensation of the jurisdiction attribution clause provided for in Article 20.
18.1. In all cases other than the products themselves, the Customer guarantees IES Synergy against all the consequences of legal action that may be brought against it due to the execution of an order for parts covered by the industrial or intellectual property rights such as patents, trade names or registered designs or by any private right. 18.2. The transfer of products or execution of services does not dispense the Customer from the IES Synergy intellectual or industrial property rights over its manufacturing studies. The same applies to studies that IES Synergy suggests to improve the quality or cost price of parts by original change to the specifications. The Customer must agree conditions for their use with IES Synergy, if it accepts them, under the order. Under no circumstances can the Customer have IES Synergy studies for itself, nor divulge them, without having acquired expressly the intellectual property. 18.3. As soon as prices are submitted, the Customer undertakes to maintain absolutely confidential all types of information of which it may become aware in any way whatsoever and regardless of the medium: paper, computerised, photograph, mock-up, specific tools, drawing, etc. Naturally, the same applies for the written or verbal consultations. Under no circumstances can the Customer have studies, projects, prototypes and documents produced by IES Synergy that remains its property. As a result, they cannot be used, reproduced, patented, lodged or communicated to third parties by the Customer without written consent from IES Synergy. Similarly, the Customer cannot have patents, models or know-how owned by IES Synergy for itself, nor divulge them without have acquired expressly the ownership, joint ownership or any right of operation whatsoever. The Customer vouches for compliance with the obligations resulting from this agreement by its employees or other suppliers or sub-contractors. 18.4. Unless prohibited in writing, the Customer permits IES Synergy to exhibit certain parts or products it produces at all events such as fairs, trade shows and exhibitions and on its advertising and commercial documentation.
19.1. The Customer who under a corporate contract cancels all or part of its order or delays the delivery date, without IES Synergy being liable, is required to indemnify IES Synergy for all costs incurred at the date of the receipt of the advice from the Customer, without prejudice to any direct and indirect consequences that the Supplier should bear following this decision, including lost profit. 19.2. No unilateral termination is possible under a sales contract.
20.1. The contracts are governed by French legislation. The parties will strive to settle amicably, under mediation, all differences relating to the interpretation and execution of these general terms and conditions of sale and contracts. Where they do not manage this and failing contrary agreement, especially for arbitration, the Commercial Court of Montpellier is alone competent for any disputes over supply and service provision contracts, regardless of the conditions of these contracts and the agreement payment method, even when this involves invoking the warranty or there are several defendants. Nevertheless, if it is the plaintiff, IES Synergy reserves the option of instructing the Commercial Court covering the Customer’s head office and, in this case, potentially renouncing the application of its own legislation.
