General Terms & Conditions of Sale

Art 1. Content and scope

Any order of products implies the unconditional acceptance and the full and complete adhesion to the present general conditions of sale by the customer which prevail over any other document of the customer, and in particular on all general conditions of purchase, except express derogatory agreement signed by INEO-SENSE. These general conditions of sale apply to all sales of INEO-SENSE products and/or services, unless specific agreement prior to the order is agreed in writing between the parties. Consequently, the placing of an order by a customer implies unreserved acceptance of these general conditions of sale, unless specific conditions granted in writing by INEO-SENSE to the customer. Any document, other than the present general conditions of sale and in particular catalogs, prospectuses, advertisements, notices, has only informative and indicative value, not contractual. These general conditions of sale are communicated to any customer who requests them, in order to allow him to place an order with INEO-SENSE, as well as any distributor prior to the conclusion of a single agreement referred to in Article L. 441-7 of the Commercial Code, within the legal deadlines. INEO-SENSE reserves the right to waive certain clauses herein, depending on the negotiations with the customer, by the establishment of special conditions of sale. These general conditions of sale are applicable starting 01/01/2017.

Art 2. Intellectual property

All technical documents, products, photographs given to our customers remain the exclusive property of INEO-SENSE, the sole owner of the intellectual property rights in these documents, and must be returned to the INEO-SENSE at its request. Our customers undertake to make no use of these documents, which may infringe the industrial or intellectual property rights of INEO-SENSE and undertake not to disclose them to any third party.

Art 3. Confidential information

General
The client and INEO-SENSE undertake not to disclose the confidential information received from the other party. Confidential information refers to information of any kind, visual or oral, on any medium whatsoever, relating to the structure, organization, business, internal policies, projects and personnel of each party. Subject to the exceptions set out below, this confidentiality obligation shall take effect for a period of 2 years following the termination of the benefits. Also confidential, the content of the services as well as the emails, reports, letters, information, notes, quotes, provided by Ineo-Sense during the performance of the services. These documents are communicated to the customer for a strictly internal use and provided they are not disclosed to third parties or annexed to a document that he would produce.

Excluded information
The obligations and restrictions set out above do not apply:

• confidential information that belongs to the public domain, or was acquired freely before the start of the service;
• are or become known otherwise than as a result of a violation of this section;
• are or become known through other sources not subject to a disclosure restriction;
• or must be communicated by virtue of a legal or professional obligation or at the request of any judicial or regulatory authority empowered to require the disclosure of confidential information.

Other obligations
The customer recognizes and accepts :

• that the parties may, unless the other party expressly requests otherwise, correspond or transfer documents by e-mail circulating on the Internet;
• that none of the parties exercises control over the capacity, reliability, access or security of these e-mails;
• that Ineo-Sense will not be held liable for any loss, damage, costs or damages caused by the loss, delay, interception, misappropriation or alteration of any electronic mail caused by any act. In general, the parties undertake to respect the regulations applicable to the protection of personal data and in particular the provisions of Law 78-17 of 6 January 1978 relating to data, files and freedoms.

Art 4. Responsability

The products offered comply with the French legislation in force and the standards applicable in France. The responsibility of Ineo-Sense cannot be engaged in case of non-compliance with the legislation of the country where the product is delivered (for example in case of prohibition of a product). It is up to the customer to check with the local authorities the possibilities of importing or using the products or services he plans to order. Ineo-Sense will not incur any liability for any consequential damages as a result of the present, operating loss, loss of profit, loss of opportunity, damages or expenses, which may occur as a result of the purchase of the products.

Ineo-Sense cannot be responsible for any loss of data, files or damages defined in the previous paragraph.

Art 5. Reserved property

Ineo-Sense retains ownership of the goods sold until full payment of the price of these by the customer, in principal and accessories, even in case of granting delays for payment. Any contrary clause, in particular inserted in the general conditions of purchase, is deemed unwritten, in accordance with Article L. 624-16 of the Commercial Code.

By express agreement, INEO-SENSE may exercise the rights it holds under this clause, for any of its claims, on all of its products in the possession of the customer, the latter being conventionally presumed to be the unpaid ones, and INEO-SENSE may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel sales in progress.

In case of seizure or any other intervention of a third party, the customer is obliged to immediately notify INEO-SENSE. INEO-SENSE may also require, in case of non-payment of an invoice due, the resolution of the sale after sending a simple formal notice. Similarly, INEO-SENSE may unilaterally, after sending a formal notice, draw up an inventory of its products in the possession of the customer, who undertakes, already, to give free access to its warehouses, stores or others for this purpose, ensuring that product identification is always possible. In the event of bankruptcy or liquidation proceedings, the orders in process will be automatically canceled, and INEO-SENSE reserves the right to claim the goods sold and remained unpaid. This clause does not prevent the fact that the risks of the goods are being transferred to the customer as soon as they are delivered to him. From the date of dispatch, the customer is the custodian and guardian of the goods.

In the case of non-payment and unless you prefer to request the full execution of the sale, INEO-SENSE reserves the right to terminate the sale after formal notice and to claim the goods delivered, the return costs remaining at the expense of the client and the payments made being acquired by INEO-SENSE as a penalty clause.

Art 6. Orders

Definition
Toute vente n'est parfaite qu'à compter de l'acceptation expresse et écrite de la commande par INEO-SENSE. Par cette commande, il faut entendre tout ordre portant sur nos produits ou prestations figurant sur nos tarifs, et accepté par INEO-SENSE, accompagné du paiement de l'acompte éventuellement prévu sur le bon de commande.

The order must be confirmed by INEO-SENSE in writing, including fax or e-mail. Upon receipt, it has an irrevocable character.

Modification
Orders sent to INEO-SENSE are irrevocable for the customer, unless written acceptance of INEOSENSE. Any request to change the composition or volume of an order placed by a customer can be considered by INEO-SENSE, only if the request is made in writing, including email, and has reached him, at the latest 8 days after receipt by INEOSENSE of the initial order. In case of modification of the order by the customer, INEO-SENSE will be released from the agreed deadlines for its execution.

Art 7. Delivery

Period
The order gives rise to a delivery period indicated during the order’s registration. This delivery time is given for information and is indicative, it depends in particular on the availability of carriers and the order of orders’arrival. INEO-SENSE endeavors to respect the delivery time indicated on the order acknowledgment, according to the logistic reference time in the profession, and to execute the orders, except in case of force majeure, or in case of circumstances out of its control, such as strikes, freezing, fire, storm, flood, epidemic, supply difficulties, without this list being limiting.

Late delivery cannot give rise to any penalty or compensation, nor motivate the cancellation of the order. Any delay in relation to the indicative delivery deadline initially provided cannot justify the award of damages or a cancellation of the order placed by the customer and registered by INEO-SENSE.

Transfer of ownership and risks
The delivery is made either by the direct delivery of the goods to the customer or at the place indicated by the latter on the order form. Incoterm EX-WORKS Nimes-France is applicable to all goods ordered unless otherwise specified in the commercial proposal. Transport risks are the responsibility of the customer from the moment the products leave Ineo-Sense’s premises. In case of damage during transport, the reasoned protest must be directly made to the carrier as soon as possible. Consequently, in the event of postdelivery payment, the customer undertakes to insure, at his own expense, the products ordered against the risks of loss and deterioration by fortuitous event to INEO-SENSE’s profit.

Carriage
It is up to the customer, in case of damage to the goods delivered or missing, to express reserves to the carrier. Any product not subject to reservations by registered letter with AR within three (3) days of receipt from the carrier, in accordance with Article L. 133-3 of the Commercial Code, and copy addressed simultaneously to INEO-SENSE, will be considered accepted by the customer.

Delivery
Without prejudice to the provisions to be made by the customer towards the carrier as described above, in case of apparent defects or missing, any claim, whatever its nature, relating to the products delivered, will only be accepted by INEOSENSE if it is done in writing, by registered letter with AR, within the three (3) day period specified above. It is up to the customer to provide all justifications to the reality of the defects or missing ones. No return of goods can be made by the customer without Ineo-Sense’s express prior written agreement obtained by email. The return costs will be borne by INEO-SENSE only in the case where an apparent defect, or missing product is actually noted by him or his representative. When after inspection, an apparent defect or missing product is actually found by INEO-SENSE, the customer can only request the replacement of non-compliant items and / or the supplement to be provided to fill the missing items at its own expense, in this instance, the customer will not be allowed to claim any compensation or resolution of the order. The unreserved receipt of the products ordered by the customer covers any visible and / or missing defects. Any reservation must be confirmed under the conditions set out above. The claim made by the customer under the conditions and in the manner described by this article does not suspend the payment of the goods concerned by the customer. Ineo-Sense’s responsibility cannot be blamed in any case for facts that appeared during transport, destruction, damage, loss or theft, even if it chose the carrier.

Deliveries’ suspension
In the event of non-payment in full or part of an invoice that has expired, after formal notice that remains ineffective within 48 hours, INEO-SENSE reserves the right to suspend any delivery in progress and / or to come in the futur.

Delivery subject to a prepayment
All orders that are accepted by INO-SENSE are, considering the fact that the customer presents sufficient financial guarantees, and that it will actually pay the amounts due on their due date, in accordance with the legislation. If INEO-SENSE has serious or particular reasons to fear payment difficulties on the part of the customer at the date of the order, or after it, or if the customer does not present the same guarantees as on the date of acceptance of the order, INEO-SENSE may make the acceptance of the order or the continuation of its execution subject to a prepayment or to the provision, by the customer, of guarantees for the benefit of INEO-SENSE. INEO-SENSE will also have the faculty, before the acceptance of any order, as during its execution, to require from the customer the communication of its accounting documents, and in particular the profit and loss accounts, even forecast, allowing it to appreciate its solvency. In case of refusal by the customer of the prepayment, without any sufficient guarantee being proposed by the latter, INEO-SENSE may refuse to honor the order (s) passed (s) and deliver the goods concerned, without the customer being able to argue an unjustified refusal to sell, or claim any compensation.

Art 8. Order’s rejection

In the event that a customer places an order with INEO-SENSE, without having paid for the previous order (s), the latter will be entitled to postpone the delivery to a later date or refuse to honor the order, without the customer being able to claim any compensation for any reason whatsoever.

Art 9. Rate – Price

Rate
The rate in force can be revised at any time, after preliminary information of our customers. Any rate change will automatically apply.

Price
Ineo-Sense grants itself the right to modify its prices at any time. However, it undertakes to invoice the goods ordered at the prices indicated when the order is registered. The prices are in euros and are always excluding taxes, unpackaged products. As a result, they will be increased by the VAT rate applicable on the day of the order. Prices are established ex-works, unless express prior written agreement with the customer. They are calculated net, without discount, and payable according to the terms below. For the prices specified by quantity, any order relating to a smaller quantity entails a modification of the indicated price. Unless otherwise agreed, delivery delays shall not lead to cancellation or modification of the contract. They cannot give rise to damages’ penalty. The penal clauses appearing on the commercial papers of our customers are unenforceable to those of INEO-SENSE. The lead times contained in an order are only accepted by INEO-SENSE under the following conditions: compliance by the customer with the terms of payment and payment of installments, technical specifications timely delivered, absence of delay in studies or preparatory work, absence of force majeure, social, political, economic or technical events impeding the progress of our production department or its supply of components, energy or raw materials. Unless otherwise agreed, packaging is determined and prepared by INEOSENSE. They are charged in addition to the prices indicated and are not included.

Art 10. Payments

General
In the case of a first order, the entire amount due must be paid at the order. For any other case whose total amount is over 10.000€ pre-tax, the customer will pay a deposit of 30% of the total amount of the pro-forma invoice, the balance will have to be paid within 30 days from the date of billing. Except in cases of force majeure, any cancellation of the order by the customer will not give rise to the refund of this deposit.

The payment for any other order, will be made 30 days after billing date unless special conditions are defined by Ineo-Sense at the time of the order. The deadlines for payment cannot exceed under the special conditions the legal limit set in Article L441-6 of the Commercial Code, resulting from the LME, 45 days end of the month following the date of issue of the invoice.

Non-payment
Any amount, not paid at the due date will result in the payment by the customer of penalties fixed at three times the legal interest rate. These penalties are automatically due and will automatically be debited from the customer's account.

Discount
In case of payment by the customer before the date of payment appearing on the invoice or in a shorter time than mentioned in the present general conditions of sale, no discount will be granted by INEO-SENSE.

Recovery costs
In case of late payment, the customer will owe a fixed compensation for recovery costs, amounting 40 euros, automatically and without prior notice. INEO-SENSE may ask the customer, upon presentation of receipts, additional compensation if the recovery costs incurred exceed this amount. Non-payment of an invoice on its due date automatically entails the payment of the entire amount of the receivable and the suspension of deliveries. The default or late payment of all or part of the invoice entails, by right and without prior notice, the payment of all invoices, even if not due, and entails the application of late penalties equal to the floor rate defined in Article L 441.6 of the Commercial Code, calculated on the legal interest rate without this clause undermining the debt and this in addition to any legal costs.

Art 11. Online Support

Online support consists of providing technical information to help users get started with our products. Its purpose is to assist our clients in configuring and interpreting the data collected by our devices. It also offers guidance for resolving issues during initial setup.

To make our products easier to use, support is also provided within the context of our dedicated tools, such as INS-BlueRead, the INS-Player application, or Clover-Net Gateways. This assistance helps build sample data exchange structures for integration with our products.

Exclusions:
All mass configuration tasks required for putting our products into operation are not included in this support. These services fall under production deployment responsibilities, either handled by the integrator or quoted separately by Ineo-Sense. The provision and installation of software (Middleware, FIFO, LoRa Server, etc.) are not included in the standard support days. These services require separate quotations, particularly to cover maintenance costs.

Art 12. Latent and hidden defects

The products are delivered with a contractual warranty of 2 years from the date of delivery, provided that the goods are used under normal conditions. This warranty covers non-compliance with the order and any hidden defect resulting from faulty materials, design, or manufacturing that affects the delivered products and makes them unfit for use.
Under these conditions, INEO-SENSE will replace, repair, or reimburse the warranted products or parts.
The products must be checked by the customer upon delivery, and any claim, reservation, or dispute related to missing items or apparent defects must be made under the conditions set out in the articles above. In the case of apparent defects, the defective parts will be replaced by Ineo-Sense, subject to verification of the reported defects. The customer must provide all necessary proof regarding the existence of the observed defects. INEO-SENSE reserves the right to carry out, directly or indirectly, any on-site inspection and verification.

Any report of defects existing at the time of delivery but revealed after product acceptance must be sent by the customer by postal mail to Ineo-Sense’s registered office within ten (10) days following the delivery date.

No action for non-compliance may be initiated by the customer more than 10 days after the delivery of the products. It is expressly agreed, by the customer’s acceptance of these general terms and conditions, that after this period the customer may no longer claim non-compliance, nor use it as a counterclaim in any debt recovery action initiated by INEO-SENSE. Failing to meet these conditions, INEO-SENSE’s liability for hidden defects cannot be invoked.

Defects and damage to delivered products resulting from abnormal storage and/or preservation conditions at the customer’s premises, including accidents of any kind, will not be covered by the warranty owed by INEO-SENSE.

Under the hidden defect warranty, INEO-SENSE is only liable for the free replacement of defective goods, and the customer is not entitled to any compensation or damages for any reason.

INEO-SENSE guarantees its products against hidden defects, in accordance with the law, standard practices, legal precedent, and under the following conditions:

• the warranty applies only to products that have lawfully become the property of the customer;
• it applies only to products entirely manufactured by INEO-SENSE;
• it is excluded if the products have been used under conditions of use or performance not foreseen.

The INEO-SENSE warranty covers only hidden defects. Since our clients are professionals, a hidden defect is understood to be a manufacturing fault that makes the product unfit for use and could not have been detected by the customer before use. A design defect is not considered a hidden defect, and our clients are presumed to have received all technical information relating to our products. INEO-SENSE does not cover damage and wear resulting from special, abnormal, or improper adaptation or assembly of its products, unless such work was performed under its supervision. The warranty is limited to the replacement or repair of defective parts. It is valid for 24 months of use. The parts are considered used by the customer no later than 2 months after being made available.

In any case, our customers must provide proof of the date of first use. The warranty automatically expires if the customer fails to report the alleged defect within ten (10) calendar days of its discovery. It is the customer’s responsibility to prove the date the defect was discovered.

Art 13. Force majeure

Events that are beyond the control of the parties, which they could not reasonably be expected to foresee or avoid, and which make it completely impossible to fulfill obligations, are considered force majeure or unforeseeable circumstances. The following are notably regarded as cases of force majeure or unforeseeable events relieving INEO-SENSE of its obligation to deliver within the initially agreed timeframe: strikes affecting all or part of its personnel or its usual carriers, fire, flood, war, production stoppages due to unexpected breakdowns, inability to obtain raw materials, epidemics, thaw barriers, road blockades, strikes or interruptions in EDF-GDF supply, or supply disruptions for reasons not attributable to INEO-SENSE, as well as any other supply disruption not attributable to other suppliers.

In such circumstances, INEO-SENSE will notify the customer in writing, including by fax or email, within 24 hours of the event’s occurrence. The contract between INEO-SENSE and the customer will then be automatically suspended without compensation from the date of the event.

If the event lasts more than thirty (30) days from the date of occurrence, the sales contract between INEO-SENSE and its customer may be terminated by the first party to take action, without either party being entitled to claim damages. This termination will take effect on the date of the first presentation of the registered letter with acknowledgment of receipt terminating the said sales contract.

Art 14. Jurisdiction Assignment

INEO-SENSE elects domicile at 125 Rue de l’Hostellerie, 30900 Nîmes.
Any dispute concerning the application, interpretation, or execution of these general sales conditions, the sales contracts concluded by INEO-SENSE, or payment of the price, shall be brought before the Commercial Court of Nîmes, regardless of the place of order, delivery, payment, or method of payment, and even in the case of a third-party claim or multiple defendants.
Bills of exchange shall neither novate nor derogate from this jurisdiction clause.
Furthermore, in the event of legal action or any other debt recovery action by INEO-SENSE, summons fees, legal costs, attorney and bailiff fees, and all related expenses shall be borne by the defaulting customer, as well as costs related to or resulting from the customer’s failure to comply with the payment or delivery terms of the considered order.

Art 15. Waiver

The fact that INEO-SENSE does not invoke any of the clauses herein at a given time cannot be interpreted as a waiver of its right to invoke those same clauses later.

Art 16. Applicable Law - Language

Any matter relating to these general sales conditions and the sales they govern that is not addressed by these contractual provisions shall be governed by French law to the exclusion of any other law, and, subsidiarily, by the Vienna Convention on the International Sale of Goods. In the absence of an amicable resolution, the dispute shall be brought before the Commercial Court of the seller’s registered office.

These conditions are written in French. In the event of a translation into one or more languages, only the French text shall prevail in case of dispute.

Art 17. Customer Acceptance

These general sales conditions, as well as the attached pricing and scales concerning discounts, rebates, and refunds, are expressly approved and accepted by the customer, who declares and acknowledges full knowledge of them and, as a result, waives any right to rely on any conflicting document, including their own general purchase conditions.