By ordering Equipment(s) and/or Services with Ymagis Engineering Services (hereinafter « YES »), the Client fully agrees and accepts these General Terms and Conditions of Sale and Services (hereinafter «Conditions)». Printing and keeping these Conditions is highly recommended.
These General Terms and Conditions of Sale and Services set out the standard terms and conditions on which YES sells Equipment and Services to its Clients. They shall apply and govern all sales and services Contracts between YES and its Client, and shall not be bound by any others terms and conditions unless otherwise agreed in writing by YES.
Acceptance: means the acceptance of the written quotation (of if need be, the Service and/or Maintenance Contract) provided by YES to the Client, which becomes an order when the Client signs the quotation.
Client(s): means a natural person or a legal entity that buys Equipment and/or Services to YES
Contract: means the selling and/or service Contract between YES and the Client for Equipment and/or Services provided by YES.
Quotation: means the written document that includes the description of the Equipment and/or Services provided by YES, their prices, the quantities of Equipment and an estimated delivery date.
Invoice: means the written document issued by YES to the Client which includes all total and unit prices that the Client must pay YES.
Software: means all operating systems, integrated software, application software or any other software created by YES or Ymagis.
Third Party software: means all operating system, integrated software, application software or any software not created by YES or Ymagis, that can or not be part of an Ymagis software, and provided or made available to the Client by YES.
Partie(s): designates each of YES or the Client, and together the Parties.
Equipment: means any audio, video, cinematographic, computer equipment and any other equipment, sold and/or installed by YES to its Clients.
Services: means the installation services, maintenance services and/or Equipment support services provided by YES.
A written Quotation will be prepared by YES for all Equipment and/or Services and will be sent to the Client (by postal mail, email or fax), indicating the unit prices and total price of Equipment and/or Services. YES’s quotation is valid for 30 days from the date of their establishment unless otherwise agreed in writing.
The Client’s signature on a quotation provided by YES is an Acceptance and constitutes a firm order.
Any request by the Client to modify an existing signed order shall be notified to YES as soon as possible. YES will then make its best effort to satisfy the Client if reasonably possible. Any higher order of Equipment and/or Services must be in writing (postal mail, email, or fax) submitted to YES within 15 days before the expiration of the estimation delivery date indicated in the signed Quotation.
In this case, an additional period of time is required for the delivery.
YES will deliver the Equipment and Services in accordance with the signed Quotation that is binding the Client.
The price that the Client have to pay is indicated in the accepted/signed Quotation and on the Invoice.
Prices shall be based on the rates applicable on the conclusion date of the Contract. Unless otherwise agreed in writing, prices are expressed before taxes, and in Euros (€). The invoice could indicate additional freight charges for the Client.
The Client must pay the full invoice amount within 30 days from the invoice date, unless otherwise agreed in writing. Payment can be made by cash transfer order (cheque) or by bank transfer. Invoicing should be processed according to the payment conditions indicated on the signed/accepted quotation. The deemed date of payment shall be the date when YES has received the funds.
In the event of an invoice that is past due, including partially, after the sending of a formal notice which has been of no avail, the Client irrevocably and unconditionally undertake to pay YES upon first demand, a penalty equal to 15% of the amount due, non-exclusive of late penalties for the delays in payments.
In the event of the Client does not follow the payment conditions, YES reserves the right to suspend or cancel the execution and the delivery of current orders and can claim back the unpaid Equipment on the account and at the risk of the defaulting Client, which is to take place within 7 days from the claim date by YES.
In the event of late payment of all or part of an invoice, interest shall be legally payable on the sums due at a rate equal to 1,5 times the statutory rate of interest applicable on the issue date of the invoice.
6. DELIVERY / DELIVRANCE
YES will make its best efforts to deliver Equipment and Services within the estimated delivery date shown in the accepted/signed quotation. The delivery date specified is an estimate and depends on the availability of the Equipment, carriers and on the accessibility to the delivery address.
YES cannot be held responsible in the event of late delivery of Equipment and/or Services.
Delivery shall be made to the delivery address indicated on the signed Quotation. YES reserve the right to perform partial deliveries on the basis of availability.
When receiving Equipment, the Client is strictly responsible for checking the condition and weight of all goods and shall be responsible for issuing all explicit written reservations on the delivery slip, clearly indicating the nature of the damage or the amount of the shortage upon receipt of the Equipment delivered by the carrier.
The Client shall proved all missing elements and non-compliance of goods.
The signature of a formal record of receipt shall be understood as acceptance by the Client of the compliant delivery by YES.
Carrier: The choice of carrier and the method of carriage used to ship the Equipment shall be freely determined by YES, unless otherwise agreed by the Parties. Freight charges shall be assumed by the Client.
No return of Equipment shall be possible unless otherwise previously verified and agreed in writing by YES.
Any return or claim shall be notify to YES within a period of five (5) days from the date of delivery of Equipment and/or Services.
After the expiry of this period, Equipment and/or Services shall be deemed to be compliant with the order.
Only Equipment covered by the authorization may be returned. These Equipment shall be returned in their original packaging, and not have been used.
Returns shall be made only to the following address, unless otherwise agreed between the Parties :
Ymagis Engineering Services – RMA
37 avenue de la Marne
92120 Montrouge – FRANCE
7. TRANSFER OF OWNERSHIP AND RISKS / INSURANCE SUBSCRIPTION
YES remains the owner of the Equipment until it receives integral payment of the full Price which includes the principal and accessory.
In the case of non-compliance to the payment conditions by the Client and before transfer of ownership, following a delay of 8 days after a formal notice of a default of payment, YES can at any time, recover all Equipment provided to the Client.
The Client shall be responsible of Equipment when he acquires physical possession of the Equipment. Acceptance of the delivery causes the transfer of risks. In the same line, the signature of a formal record of receipt of Services causes the transfer of risks to the Client.
The Client shall take out, to the benefit of YES, an insurance policy covering the risks of lost, stolen or damage in connection with the Equipment.
8. LIABILITY OF YES
YES declines all responsibility for indirect or intangible losses such as losses in sales, salaries, income and/or potential earnings for the Client, data, all of which are expressly accepted by the Client.
YES shall not be liable for damages that the Client could have avoided in compliance with YES’s instructions.
YES declines all responsibility for damages as a consequence of the absence of data backup and/or software updates by the Client.
YES shall not be liable for damages caused by YES as a consequence of the use of hardware provided by the Client, and/or as a result of the Client’s instruction.
Equipment will be repaired in compliance with the warranties of their manufacturers or publishers. YES shall not provide any other warranty than those covered by the manufacturers and publishers.
YES does not guarantee Third Party Software provided by Third Party Software publishers. The Client expressly accept to contact directly those manufacturers and publishers based on Equipment technical characteristics and references for
10. FORCE MAJEURE
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to acts of God, and all Force Majeure events recognized by French law. Under these conditions, each of the Parties shall inform the other one within 8 days from the date of occurrence of the events. The contract between YES and the Client will be suspended from this date without any compensation.
Further, in the case of termination of those Force Majeure events, neither Parties shall notice the other Party by writing within 8 days from the date of termination of those events. The Contract will become fully effective again. If the Force Majeure event lasts longer than 30 days then neither Party shall have the right to terminate the Contract by providing notice in writing to the other Party (registered letter with recorded delivery). No compensation will then be due in these circumstances. The termination will take effect from the first date of presentation of the registered letter with recorded delivery to one of the Parties.
11. INTELLECTUAL PROPERTY AND SOFTWARES
All relevant intellectual property rights in Software will, upon their creation, vest in YES. The Client shall notify immediately YES of any claims for counterfeit or unauthorized use of the product or the intellectual property rights it represents.
The Client acknowledges that the use rights relating to intellectual property as set out in these Conditions do not grant him any form of title or right of use over these Conditions.
12. DATA PRIVACY
All personal data collected by YES concerning his Client and its employees will be processed in accordance with the French law « loi n° 78-17 du 6 janvier 1978 modifiée relative à l’informatique, aux fichiers et aux libertés ».
YES may disclose the Client’s personal information to its partners for commercial operations.
Each party must treat all information received from the other which appears to be confidential as it would treat its own confidential information generally, but at least, with no less than a reasonable degree of care.
Either Party may terminate the Contract if the other commits a material or persistent breach of these Conditions and fails to remedy such breach within 30 days of written notice being given to it by the other part requiring a remedy.
If one or more provisions of these Conditions is/are become invalid, the remaining provisions shall continue to apply.
YES may assign, sub-contract or transfer its rights and obligations in full or in part to a third party. In the same line, the Client may assign, sub-contract or transfer its rights and obligation with the written approval of YES.
17. TERMS AND CONDITIONS MODIFICATION
YES has the right to modify all or part of these General Terms and Conditions of Sale and Service on an unilateral basis, at any time and for whatsoever reason (by an advance notice period of 15 days). Such modifications shall not affect firm orders at the date of the notification of the modification by YES to the Client.
18. CHOICE OF LAW AND JURISDICTION
These General Terms and Conditions of Sale and Service are governed by French law. The original French language text shall prevail over any translation. For any dispute or litigation regarding the validity, interpretation, or fulfillment of these Conditions (found herein), exclusive jurisdiction shall fall to the Tribunal de Commerce de Paris (Paris commercial Courts).