The General Terms and Conditions hereinafter set forth describe the rights and obligations of DIGITALLI SAS, a French company registered under number 792 805 657, having its offices 37 rue Marcel Dassault 92100 Boulogne-Billancourt, (“DIGITALLI”) and its client (the “Client”), within the framework of the sale of products and/or the performance of services by DIGITALLI to the Client.
In the present General Terms and Conditions of Sale, the terms beginning with a capital letter have the meaning attributed to them hereafter.
“Merchandise” or “Product”: refers, in a non-exhaustive way, to any movable object supplied by DIGITALLI to the Client against the payment of the price agreed upon between DIGITALLI and the Client.
“Services”: designates, in a non-exhaustive manner, all services, missions, intellectual services, support, advice, studies, research, carried out by DIGITALLI for the benefit of the Client, on any medium and in any manner whatsoever, in exchange for the payment of the price agreed upon between DIGITALLI and the Client.
“Software”: refers, in a non-exhaustive way, to the software developed by DIGITALLI and any software possibly supplied to the Client by DIGITALLI within the framework of the Services.
Any sale of Products or Services by DIGITALLI implies that the Client fully accepts the present General Terms and Conditions of Sale, and that the Client’s own terms and conditions shall not be applicable to said sale. The Products and Services offered by Digitalli are intended for use for professional purposes only, within the framework of the Client’s industrial, artisanal, liberal or agricultural activity, which is considered to be a professional (commerçant) within the meaning of the French Commercial Code (Code de commerce).
As a consequence of the Client’s acceptance of the conditions hereinafter set forth, all opposite clauses and conditions likely to appear on orders, printed documents or correspondence of the Client or its representatives may not replace the present General Terms and Conditions of Sale, and shall be deemed null and void.
However, should DIGITALLI and the Client decide, for one particular sale, to depart from some of the provisions of the present General Terms and Conditions of Sale, which form an integrated whole, DIGITALLI and the Client shall conclude a mutual agreement in writing setting forth the amendments to the present General Terms and Conditions of Sale, within 10 days following the date of the order confirmation.
Any amendment not concluded as set forth above shall be deemed null and void. In any case, the Client shall not be able to take advantage of any such amendment for other sales.
An estimate can be established by DIGITALLI and communicated to the Client. The prices and conditions indicated for the Products and Services will only be valid for the period of validity mentioned on the quote and may be modified by DIGITALLI after the expiration of this period.
Orders may be taken directly by the Client with DIGITALLI, or through the sales agents or representatives named by DIGITALLI, if any.
The final order shall be sent in writing by the Client to DIGITALLI or its sales agent.
The order is taken in the form of written confirmation by the Client of the quote previously transmitted by DIGITALLI. The sending by the Client of a written acceptance of the quote does not constitute a confirmation of the order, and it is up to DIGITALLI to confirm the order in writing.
Otherwise, the order must be placed in writing by the Client and shall necessarily feature:
• The reference or description of the article;
• The quantity ordered for each item
• The applicable price in euros upon the day of the order:
o Price per unit excluding taxes;
o Total price excluding taxes;
o Total price including taxes.
DIGITALLI shall be bound only by the orders which feature the mandatory elements listed above and which have been confirmed in writing by DIGITALLI.
The order confirmation shall be made by DIGITALLI in the form of a written official order confirmation. This order confirmation will be sent to the Client via email or postal mail. DIGITALLI shall only be bound by orders for which it shall have issued such written order confirmation, and by the terms of this confirmation, including the shipment method.
After the expiration of a 10-day period following the date of acceptance of the order by DIGITALLI, an agreement shall be deemed concluded between DIGITALLI and the Client in accordance with articles 1583 et s. of the French civil Code.
However, any transfer of ownership of Products shall be subject to full and final settlement of their price, in accordance with the reservation of title clause set forth below.
DIGITALLI shall reserve the right not to comply with an order from a Client which has not settled outstanding invoices.
The sale price of the Products is the price applicable upon the date where the order is placed by the Client or its representatives.
For the sale of Merchandise, the sale price indicated to the Client is ex-works, according to the Incoterms applicable upon the date where the order is placed by the Client or its representatives, unless otherwise agreed upon in writing between DIGITALLI and the Client. Any derogation must be mentioned on the order confirmation which will be sent to the Client.
Prices are indicated in Euros and calculated excluding taxes. As a consequence, they will be increased of the applicable VAT rate, subject to the VAT regime applicable to export sale.
DIGITALLI will be able to modify its sale prices at any time, which the Client expressly accepts. However, DIGITALLI commits to invoice the Products or Services ordered by the Client at the prices indicated when the order was placed. Besides, transport prices as well as the rates and amounts of any taxes or deductions that may be applicable may vary. DIGITALLI will inform its Clients as soon as possible, it being reminded that these costs are not fixed by DIGITALLI and are not under its responsibility. Transport costs, as well as taxes and deductions indicated in the order confirmation are communicated as an indication and may, if necessary, be modified.
Regarding Services, DIGITALLI may ask to receive a variable remuneration, in addition to the price of the Services. This variable remuneration will be agreed in good faith between the parties and must be the object of a written agreement. It may, for example, take into account performance criteria or the progress of a project, and be based on the turnover achieved by the Client in the context of a project in which DIGITALLI is involved.
Delivery is made by the handing over to the first transporter designated by DIGITALLI, unless otherwise agreed upon. In any case, transportation is at the exclusive cost of the Client, unless otherwise agreed upon on the order confirmation sent to the Client and subject to Article 3 above.
Limit shipment dates, windows or periods indicated in the order confirmation by DIGITALLI are given ex-works from France and are indicated for information purposes only. Should DIGITALLI find that the announced delivery date cannot be respected, DIGITALLI undertakes to inform the Client at least 2 days before the planned date. In this case, the parties will meet to mutually agree upon a new delivery date.
DIGITALLI reserves the right to send the order in one or several deliveries depending on the availability of its stock. Deliveries are carried out on the basis of availability and sequentially as orders are received. Shipment dates, windows or periods are indicated as precisely as possible but depend on DIGITALLI’s procurement and shipment possibilities. DIGITALLI may ship the goods until the last day of the shipment period or window mentioned on the order confirmation. In case of delayed shipment of the goods, inferior to 3 weeks after the period or window indicated on the order confirmation, or the new date agreed upon in accordance with the above paragraph, the Client shall not be allowed to claim any damages, nor to ask that the order be cancelled.
Save for force majeure events, for which Article 11 below shall apply, in case of delay in shipment, superior to 3 weeks after the end of the delivery period indicated on the order confirmation or the new date agreed upon in accordance with the above paragraph, the Client shall ask DIGITALLI in writing to deliver the goods, by email or registered letter with return receipt.
Upon receipt of this request, DIGITALLI reserves the right to be able to ship during a maximum period of 6 weeks.
If the shipment has not been carried out at the expiration of this 6-week period, the Client shall have the faculty to ask for the cancellation of the sale (save for the Products already delivered in accordance with the applicable conditions and subject to Article 8-2 below), and to the exclusion of any other indemnity whatsoever.
In any case, no cancellation will be accepted for restocking orders, even in the absence of shipment within the 6-week period set forth above.
DIGITALLI reserves the right to delay or cancel a delivery for the Client if it appears, during the contract, that credit insurance coverage on the Client is reduced or cancelled and that the payment of the order is jeopardized.
Similarly , in accordance with Article 9 below, in case an invoice remains unpaid, DIGITALLI has the faculty to cancel all or part of the ongoing orders or to delay shipment.
In addition to the payment of the VAT set forth in article 3 above, the Client shall be responsible for all other formalities, in particular for importing the goods, and must pay all customs duty and taxes, on imports and exports, and he is responsible therefore.
The Products shipped by DIGITALLI travel at the exclusive risk of the Client.
In case of damage, theft, total or partial loss of the goods, the Client shall be responsible for making all necessary reservations to the transporter and lodge any complaints against the carrier within applicable deadlines.
The Client is requested to check the Merchandise thoroughly BEFORE signing the delivery note. In the event of any doubts or apparent damage, the Client must refuse the Merchandise by writing dated, detailed and explicit reservations on the carrier’s delivery note. Only the damage mentioned in these reservations will be considered as existing at the time of delivery. Any claim for non-conformity or missing Product upon delivery must be notified by the Client to DIGITALLI within 48 hours of the delivery note by registered letter. After this period, no claim can be taken into consideration.
Similarly, the Client will personally take care of any insurance coverage against all risk of loss or damage caused by or to the Products.
All claims of the Client regarding the order handed down to DIGITALLI will be accepted only if they have been made by registered letter with return receipt.
DIGITALLI will send the Client a form to be completed and returned to DIGITALLI, mentioning in particular the invoice and DIGITALLI client number, the date of purchase, the reference and quantity of the incriminated Product as well as the exact reasons for the request.
In no event may the Client return Products for examination without prior authorization by DIGITALLI, which will communicate a return number (RMA) to the Client. The return must then be made upon receipt of the return authorization. No Products will be accepted for return without a RMA number.
In case the return is authorized by DIGITALLI, the Product must be returned in its original packaging, otherwise DIGITALLI can refuse the return. DIGITALLI also reserves the right to refuse the return of a Product if this not allowed by the agreements between DIGITALLI and the supplier of the Product. DIGITALLI will indicate to the Client the maximum period of time within which the Product whose return is authorized must be received by DIGITALLI, taking into account the return conditions of DIGITALLI’s suppliers. The respect of this deadline is an essential condition for DIGITALLI to take charge of the return. If this deadline is not met, the return will be considered as refused by DIGITALLI.
Products returned without prior formal approval of DIGITALLI shall be held available to the Client, provided the Client does not remain liable of any sum whatsoever to DIGITALLI, and shall not give rise to any credit note.
In case of any apparent defect or non-conformity of the Products delivered (whose return has been authorized by DIGITALLI), as duly ascertained by DIGITALLI under the conditions set forth above, the return shall give rise to the replacement of the Products, or, if such replacement is not possible (especially for Products manufactured in limited edition or upon special request of the Client), to a credit note, to the exclusion of any other indemnity from any reason whatsoever from DIGITALLI.
Return costs shall be borne by the Client. In the event the Products turn out to be indeed defective and a replacement Product is provided to the Client by DIGITALLI, DIGITALLI will bear the cost of delivery of the replacement Product.
Should DIGITALLI find that the announced delivery date of the Services cannot be respected, DIGITALLI undertakes to inform the Client at least 10 days before the planned delivery date. In this case, the parties will meet to mutually agree upon a new delivery date.
Save for force majeure events, for which Article 11 below shall apply, in case of delay in the delivery of the Services, superior to 3 weeks after the end of the delivery date period indicated on the order confirmation or the new date agreed upon in accordance with the above paragraph, the Client shall ask DIGITALLI in writing to perform the Services, by email or registered letter with return receipt.
Upon receipt of this request, DIGITALLI reserves the right to be able to ship during a maximum period of 6 weeks.
If the Services have not been delivered at the expiration of this 6-week period, the Client shall have the faculty to ask for the cancellation of the sale (save for the Products already delivered in accordance with the applicable conditions and subject to Article 8-2 below), and to the exclusion of any other indemnity whatsoever.
DIGITALLI reserves the right to delay or cancel a delivery for the Client if it appears, during the contract, that credit insurance coverage on the Client is reduced or cancelled and that the payment of the order is jeopardized.
Similarly , in accordance with Article 9 below, in case an invoice remains unpaid, DIGITALLI has the faculty to cancel all or part of the ongoing orders or to delay shipment.
In addition to the payment of the VAT set forth in article 3 above, the Client shall be responsible for all other formalities, in particular for importing the goods, and must pay all customs duty and taxes, on imports and exports, and it is responsible therefore.
All invoices made by DIGITALLI are dated of the day of shipment of the Products and bear interest upon the day where they are issued.
The invoices set forth the acceptance of the present General Terms and Conditions of Sale, and, should the case arise, derogatory conditions of payment and delivery applicable to the sale.
Invoices for deposits are issued within 8 days of the order confirmation.
Balance invoices are issued before the delivery of the Products and/or the provision of the Services.
Basic payment terms are the following:
– A 30% deposit has to be paid by the Client upon receipt of the corresponding deposit invoice;
– The remainder, i.e. 70%, shall be paid by the Client within 30 days end of month maximum after the date of emission of the corresponding invoice by DIGITALLI.
By exception to the foregoing, for any new Client, the amount of the first order shall be integrally paid within eight days following the reception of the order confirmation by the Client.
Similarly, all orders for export must be paid for in full upon confirmation of the order.
Any derogation to the payment terms set forth above shall be made in the form of a written mutual agreement, according to the conditions set out in Article 1 of the present General Terms and Conditions of Sale. If necessary, a payment schedule will be transmitted by DIGITALLI to the Client with the order confirmation.
If the remainder of the order is not paid in accordance with the present General Terms and Conditions of Sale or specific conditions, if any, DIGITALLI may terminate the order and the deposit paid (and/or all sums already paid) shall be retained by DIGITALLI, as compensation for the expenses incurred for the performance of the corresponding order.
The Client shall not be entitled to ask for an amendment of the payment terms once the order has been confirmed.
DIGITALLI accepts the following means of payment:
(a) Transfers to the account whose bank details will be communicated to the Client, all corresponding bank charges being at the Client’s expense;
(b) Checks;
(c) Credit cards.
Any use by the Client of other means of payment will be subject to the prior written agreement of DIGITALLI, and the corresponding costs shall be borne by the Client.
In any case, the payment period agreed for the sums due by the Client to DIGITALLI shall not exceed forty-five days end of month.
Any acceptance or verification procedures used to certify the conformity of the goods sent to the Client by DIGITALLI shall not have the effect of either increasing the duration or shifting the starting point of the maximum payment period provided for above.
In accordance with Article 1 of the present General Terms and Conditions of Sale, any waiver to the payment terms set forth above shall be mutually agreed upon in writing between DIGITALLI and the Client within 10 days following the date of the order confirmation.
Anticipated payments shall not give rise to discounts to the benefit of the Client. In no event may payments be suspended or offset without DIGITALLI’s prior written consent.
Delivery of the pending orders is always subject to the prior payment of all Client’s adverse balances in the books of DIGITALLI, without prejudice to all damages which the latter may be founded in claiming from the Client.
In the case of payment of the adverse balance, DIGITALLI will make the shipment within the limit of available stock. As a consequence, DIGITALLI shall not be responsible for any missing piece or delay in shipment.
Delay in payment is defined as a payment made after the date agreed upon between the parties.
In case of delay in payment, DIGITALLI is expressly entitled to apply an interest rate which shall not be inferior to three times the legal rate in force in France. (The reference rate is that applied by the European Central Bank to its most recent refinancing operation with a 10-point increase).
This interest shall be calculated on the amount of the invoice including taxes.
This penalty shall be due without necessity of a prior reminder, and shall be due upon the day following the payment date set forth on the invoice.
In case of late payment, the Client will also owe DIGITALLI a fixed indemnity for collection costs of 40 €.
In the absence of payment of an invoice upon due date, without necessity for DIGITALLI to send a prior letter of formal notice:
– all sums owed for any cause will be payable immediately;
– all subsequent orders may be cancelled, and shipment of ongoing orders may be delayed.
In case of cancellation, DIGITALLI shall recover the free disposal of the Products, without prejudice to all damages and interest on arrears. The Client shall reimburse all costs incurred in connection with recovery at law of the amounts owed, including the fees of any ministerial officers.
Transfer of ownership on the delivered Products is delayed until the complete payment of the invoiced price as well as of any additional interests and charges resulting from the delivery. The absence of payment of any invoice will result on the claim of property of the Products by DIGITALLI and the cancellation of the sale if DIGITALLI decides so. Provision of a bill exchange or any other bill leading to an obligation to pay does not replace a payment.
The Client may, at its risks and subject to prior written approval of DIGITALLI, dispose of the Products delivered provided it then pays to DIGITALLI the corresponding amounts remaining owed and informs the purchaser of the retention of title over the Products and of DIGITALLI’s right to claim either the return of the disputed Products from the Client or the payment of the price pursuant to article L.624-16 of the French commercial code.
The Client or its representative may not grant any security interest over the Products without prior approval of DIGITALLI. In the event of attachment of the Products by a third party, the Client shall immediately inform DIGITALLI.
In any case, the risks are supported by the Client as of the date of shipment ex-works, under applicable Incoterms.
Justified inability for DIGITALLI to deliver, due to a force majeure event or unpredictable delay in the delivery of its raw materials or defective deliveries of its providers or services provides, exempts DIGITALLI from any contractual liability. DIGITALLI reserves the right to cancel the orders.
Then, the Client shall not be entitled to claim that DIGITALLI ships the Products on the date previously confirmed, or ask for any indemnity whatsoever.
Any act, fact or event, which delays or prevents in a compelling manner the performance by a party of any of its obligations, which is outside the will of such party and could not be predicted by it, is deemed a force majeure event.
The following shall be considered as force majeure events / Acts of God (without this list being exhaustive):
– Fire, flooding or any other accident causing the total or partial destruction of DIGITALLI, its premises, its stocks or supplies, or the shutdown of its operation;
– Strike or lock-out, without any requirement to seek to discover whether the movement was instigated by the management or work force;
– The lack of driving force or raw materials, resulting from a cause of general order, such as interruption of transportation or electric power, or break of engines;
– Epidemics, pandemics, such as covid-19, as well as all health measures ordered within the framework of such epidemics or pandemics.
– Any other cause out of the will of DIGITALLI resulting in a suspension of work.
Facts listed in the above paragraph shall be deemed force majeure events when they strike any other entity the execution of the sale depends upon.
If the impeachment is temporary, the performance of the obligations of DIGITALLI is suspended. If necessary, the parties may discuss in good faith a written agreement, to set forth the conditions under which DIGITALLI shall perform its obligations, from the end of the impeachment.
If the force majeure event definitively prevents any performance of the agreement, DIGITALLI reserves the right to cancel the order(s), provided it informs the Client in writing.
Unless otherwise agreed upon under a separate license agreement, all Software provided by DIGITALLI as part of the Services is governed by the present General Terms and Conditions of Sales.
Subject to compliance with the General Terms and Conditions of Sales and applicable laws, DIGITALLI grants the Client a license to access and use the Software provided according to the conditions set out in the order. The licenses for the Software expire at the end of the period indicated in the order confirmation. The Client accepts that its decision to use or purchase Software is not conditional on the delivery of future features or functions, nor does it depend upon any oral or written public comment by DIGITALLI regarding future features or functions.
Each Software is licensed, not sold, and DIGITALLI reserves all rights in the Software not expressly granted by DIGITALLI under these General Terms and Conditions of Sale.
The present license does not grant any right and prohibits the Client to:
(a) Bypass or override the technological protection measures included in or related to the Software or the Services;
(b) Disassemble, decompile, decrypt, illegally penetrate, emulate, exploit or reconstruct the logic of any Software or any other aspect of the Services included therein or accessible through the Services, except and only to the extent that such operations would be expressly permitted by applicable copyright law;
(c) Separate components of the Software or of the Services for use on different devices;
(d) Publish, copy, assign, rent, sell, export, import, distribute or lend the Software or the Services, unless expressly authorized by DIGITALLI, it being specified that any use of the Software by a third party without prior written approval of DIGITALLI is prohibited;
(e) Transfer the Software, any Software license or any right to access or use the Services;
(f) Allow access to the Services or modify any device provided or approved by DIGITALLI by unauthorized third party applications.
DIGITALLI (and its licensors, if any) shall remain the sole owner of all right, title and interest in and to the Services and the Software. Unless otherwise specified, DIGITALLI does not grant the Client any rights to patents, copyrights, trade secrets, trademarks or any other rights related to the elements contained in the Services or the Software. DIGITALLI reserves all rights not granted under the General Terms and Conditions of Sale.
The Services and Software may include third party services and software, and it is the responsibility of the Client to comply with all applicable third party conditions. Access to third party services and software is provided for convenience only, and DIGITALLI is not responsible for such third party services and software.
With regard to the Services, the results of studies, services or research carried out by DIGITALLI within the framework of its missions remain the exclusive property of DIGITALLI. The Client may use them on a non-exclusive basis, according to the provisions of the order. Any other use or transfer of rights to the Client will be subject to a specific written agreement.
DIGITALLI proposes to the Client, upon request, to rent certain Products. The possibility of renting these Products varies according to their nature and the location requested.
A specific quote will be sent to the Client.
All rented Products must be returned in their original condition.
The condition of the rented Product will be checked when it is handed over to the Client, and again when it is returned by the Client.
The Client will be responsible for any damage to the Product found upon its return to DIGITALLI and/or for any damage resulting from the use of the rented Product. The responsibility of the Client will apply even if the Product has been used by third parties and/or in premises other than those of the Client. In case of damage, the cost of any repairs shall be borne by the Customer.
Unless otherwise agreed upon, the transport, installation and dismantling of the rented Products will be carried out by DIGITALLI and/or any subcontractor appointed by DIGITALLI.
Unless otherwise agreed upon, a deposit, the amount of which is at least equal to the selling price of the Product indicated by DIGITALLI (or, otherwise, to the indicative public price generally observed for the Product in question), will be requested from the Client before the collection or delivery of the rented Product. This deposit will be returned to the Client after the return of the rented Product, after verification of the good condition of the object by DIGITALLI, and subject to the full payment of all amounts due to DIGITALLI. In case of loss or theft of the Product, or any other damage of any kind, DIGITALLI may keep the deposit, without prejudice to any other damages that may be claimed.
The rental of Products may be subject to special conditions, derogating from the present General Terms and Conditions of Sale.
In the event that the rented Products are, in whole or in part, protected by intellectual property rights (such as, in particular, copyrights, trademarks, designs and models), it is the responsibility of the Client to obtain all necessary authorizations for the use of the rented Products. DIGITALLI declines all responsibility in case of infringement of third party rights.
The Client undertakes to keep strictly confidential and not to divulge or allow to be divulged or communicated to anyone, by any means whatsoever, the documents, data, know-how, prototypes, information, tools, Software (hereinafter referred to globally as “the Information”) transmitted by DIGITALLI or of which he may have become aware during his relations with DIGITALLI.
The Client will take all necessary steps to protect the confidentiality of the Information. In this respect, the Client undertakes to communicate the Information only to the members of its staff who are called upon to take cognizance of it for the proper execution of the order.
Besides, the Client undertakes to take all necessary steps to ensure that the members of its personnel and its subcontractors, if any, shall respect the confidentiality of the Information. The Client bears all responsibility in connection with this undertaking.
Reciprocally, DIGITALLI undertakes to keep strictly confidential and not to divulge or allow to be divulged or communicated to anyone, by any means whatsoever, any Information regarding the Client, transmitted by the Client or of which it may have become aware during its relationship with the Client.
The undertaking of confidentiality referred to above will be maintained for an unlimited period.
(a) During the term of DIGITALLI’s performance of the Services for the Client and for one year following the delivery of the Products and/or termination of DIGITALLI’s performance of the Services for the Client (the “Non-solicitation Period”), regardless of the reasons for the termination, the Client will not, in any manner, hire or engage, and/or assist any company or business organization that is affiliated with the Client to hire or engage, any person who is, or was, employed by DIGITALLI (or is, or was, an agent, representative, contractor, project consultant, or consultant of DIGITALLI) at the time of such termination of Services or during the one-year period following such termination.
(b) During the Non-Solicitation Period, the Client will not, in any manner, solicit, or induce, or assist any company or business organization that is affiliated with the Client, to solicit any person who is, or was, employed by DIGITALLI (or is, or was, an agent, representative, contractor, project consultant, or consultant of DIGITALLI) at the time of such termination of Services or during the one-year period following such termination, to leave his or her employment, relationship or engagement with DIGITALLI.
In the event that the Client hires any person in violation of any provision of paragraphs (a) or (b) of this section, then, (c) as liquidated damages (and not as a penalty), the Client shall pay to DIGITALLI a one-time recruitment fee equal to 25% of the annual base salary of such person hired by the Client.
The relationship between the parties is one of service provider to Client. As a consequence, the parties acknowledge that the agreement between them does not create any subordination, commercial agency, association or joint venture between them.
Furthermore, the relationship between the parties is not exclusive, so that DIGITALLI is free to provide any services and to conclude any agreements with third parties of its choice.
DIGITALLI may freely hire, under its responsibility, subcontractor, within the framework of the manufacture of Products and/or the performance of the Services.
DIGITALLI cannot be held responsible on the following grounds:
(a) Use of the Products or Services not compliant with the conditions set out in the order;
(b) Non-performance, failure, malfunction or unavailability of the Products or Services resulting from a third party (excluding DIGITALLI’s subcontractors), from the Client, from a third party product or from a breach by the Clients of its obligations;
(c) Indirect damages such as, in particular, commercial prejudice or disturbance, loss of orders, loss of exploitation, damage to the brand image, loss of profits or clients;
(d) Unsuitability of the Products or Services for the Client’s needs;
(e) Damage to the Client’s systems, applications and other installed items.
The Client will be responsible for risks and perils related to its activities. The Client shall be solely responsible for the use of the Products or Services made available by DIGITALLI and shall ensure that such use complies with the provisions of the General Terms and Conditions of Sale, including when the Products or Services made available are used by or on behalf of third parties.
The Client remains responsible for :
(a) The adequacy of the Products or Services ordered to its needs and to the needs of third parties by or on behalf of whom they are used;
(b) The content such as information, data, files, systems, applications, software, websites and other elements reproduced, hosted, installed, collected, transmitted, broadcast or published, and more generally used and/or exploited by the Client in connection with the Products and Services;
(c) The management and use of the said content (in particular its control, validation, updating, deletion, back-up, as well as any measure of a nature to protect against the loss and alteration of content), including when it belongs to third parties or is used or exploited by or on behalf of third parties,
(d) Taking out all necessary insurance in connection with its activity,
(e) Compliance with applicable laws and regulations.
Unless otherwise agreed, the resale by the Client of the Products or Software supplied by DIGITALLI, and/or of any element resulting from the services, is forbidden.
DIGITALLI’s responsibility could be sought solely in the case of substantial defects or faults affecting the Merchandise manufactured or sold by DIGITALLI. DIGITALLI’s responsibility cannot be sought for any use of the Products by the Client other than those set out in the order.
No claim will be accepted in case of apparent defects, in case of defects and damages caused by natural wear and tear or by an external accident or by a modification of the Product not specified or provided by DIGITALLI.
No damages of any nature whatsoever shall be claimed in compensation for commercial loss or any other indirect prejudice suffered as a result of the substantial defects or faults observed.
DIGITALLI warrants that it will perform the Services in a professional manner and in accordance with generally accepted practices. In the case of a breach of this warranty, the Client’s only recourse will be to request the re-performance by DIGITALLI of the corresponding Services, provided that the Client provides proof of a breach by DIGITALLI.
Except as provided above or in any other applicable written agreement between DIGITALLI and the Client, the Products and the Services are provided “as is” without warranty of any kind and DIGITALLI does not offer any additional warranty, whether express, implied or legal, regarding the Products and the Services provided to the Client.
The Client is prohibited to give any third party information allowing total or partial reproduction of the DIGITALLI Products, or reproduction or imitation of the DIGITALLI trademark, in which case the Client would be deemed an accomplice of counterfeiting.
The Client acknowledges having been informed that DIGITALLI collects personal data, in connection with the legitimate interest pursued by DIGITALLI to ensure the management, the invoicing and the follow-up of its clients’ orders, as well as prospection. The Client acknowledges that such data processing is necessary for the pre-performance and the performance of these General Terms and Conditions of Sale.
If necessary, DIGITALLI will be able to communicate personal data related to the Client to subcontractors of DIGITALLI, within the framework of the manufacturing and delivery of the Client’s orders.
If necessary, within the framework of the manufacturing and delivery of these orders, DIGITALLI will be able to process, or to have subcontractors or representatives process, personal data related to the Client in cross-border treatments.
If necessary, within the framework of the manufacturing and delivery of these orders, DIGITALLI will be able to process, or to have subcontractors or representatives process, personal data related to the Client from or towards a country outside the European Union or towards an international organisation.
Should a transfer of personal data occur towards a country outside the European Union or an international organisation, DIGITALLI shall inform the Client of the absence of an adequacy decision by the European Commission, and, if necessary of the appropriate or suitable safeguards and the means by which to obtain a copy of them or where they have been made available.
The personal data related to the Client will be stored by DIGITALLI for the duration of the contractual relationship with the Client. Delivery of an order by DIGITALLI does not imply that DIGITALLI shall delete personal data related to the Client or cease storage of such data, as long as other orders are sent to DIGITALLI by the Client. Should the Client stop sending orders to DIGITALLI, DIGITALLI is allowed to store in its archive the personal data related to the Client, processed in connection with the orders sent by the Client, for a duration of 5 years, starting on the date of the last order confirmation sent to the Client.
The Client acknowledges having been informed of the existence of the right: to request access to and rectification or erasure of personal data or restriction of processing concerning the data subject and to object to processing as well as the right to data portability. Individuals have the right to access the data concerning them, to ask for rectification, to question, to object to processing for legitimate interest or to object to prospection, by writing to DIGITALLI at the address indicated in the present General Terms and Conditions of Sale, with a copy of a signed identity document.
The Client acknowledges having been informed of the existence of the right to withdraw its consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal.
The Client acknowledges having been informed of the existence of the right to lodge a complaint with a supervisory authority.
The Client acknowledges having been informed that the provision of personal data is a contractual requirement, the provision of such personal data being necessary for the performance of its services by DIGITALLI. Should the Client fail to provide the personal data required by DIGITALLI for the performance of the orders, DIGITALLI may not be in capacity to manufacture and deliver the orders, which the Client acknowledges.
In the event of any discrepancy between the English and French language versions of these General Terms and Conditions of Sale, the wording of the French language version shall prevail.
The application and the construction of these General Terms and Conditions of Sale are exclusively governed by French law. Any dispute arising in connection with the interpretation, execution or cancellation of these General Terms and Conditions of Sale will fall under the exclusive jurisdiction of the competent courts depending on the Paris Court of Appeal (Cour d’Appel de Paris).
It is expressly agreed that this clause is set forth to the benefit of DIGITALLI which may waive the benefit thereof and refers disputes to the competent court under the rules of French and international law.