I- ASCENDANCY
1. The present conditions are applicable to any sales of products, materials (equipments) or software by DITEL LLC. They can be spread or modified (pushed aside or modified) only by specific arrangements expressed by DITEL LLC or accepted in writing by DITEL LLC.
2. They prevail over quite other contractual and commercial capacities (measures) whatever they are, including those appearing on the commercial documents of the customers.
II- ESTIMATE AND SIGNING OF COMMAND (ORDER)
1. Any command (order) summit by the customer implies (involves) necessarily the membership (support) on the present conditions. 2. Except express particular mention (distinction) appearing on any proposition or estimate emitted (uttered) by DITEL LLC, these cost during a deadline(extension) of thirty days as from their date of broadcast(emission, issue), subject to availability of the considered products. Crossed (spent) this deadline (extension) DITEL LLC saves himself the possibility of not maintaining its initial offer.
3. The commands (orders) have to be summits in writing and carry (wear) necessarily the name of the material (equipment)
4. DITEL LLC reserves the right to refuse any command (order) which would not correspond to its references or which could not be executed within the framework of the specifications asked by the customer.
III- EMBALLAGE-TRANSPORT-delivery ACCEPTANCE-TESTS
1. The materials (equipments) and the software are packed by DITEL LLC according to the manners on the subject.
2. The materials (equipments) and the software travel at the risks and the danger of the customer, whatever the way of transporting and the modalities of definition of the price (prize). The expeditions (shipping’s) are summits carriage forward for any command (order).
3. The planned delivery deadlines have no rigorous character. The customer gives up taking advantage of possible delays to cancel the command (order) or demand damages whatever title it is.
4. Any contesting on the delivered quantities or the state of products has to be summit by the customer with the carrier for the legal deadline (extension) with a copy by mail AR to DITEL LLC. In defect no complaint can be taken c there
IV- PRICE (PRIZE, PRICES, PRIZES) INVOICING TERMS OF PAYMENT
1. The prices (prizes) indicated to the customer get exclusive of tax and are always charged to the price (prize), the VAT and the postal charges in addition, at the current rate in the day of the delivery.
2. Except express agreement (convention) indicated on the estimate the modalities of regulation (payment) are the following ones:
- 30 % deposit (advance) by check with order dated day
- Pay (balance) in the delivery or in the removal (kidnapping) by check
3. Any partial or total cancellation of a command (order) will pull (entail) the total loss of the paid(poured) deposit(advance).
4. Of express agreement(convention) and except adjournment(transfer) sought in time and granted(tuned) by DITEL LLC, the non-payment of our stationery or services(performances) when due fixed will pull(entail) the immediate playability of all the sums remainders owed, about is the method of payment planned as well as a contentious intervention and the playability, as damages and as penalty clause, as a compensation(allowance) equal to 20 % of the sums owed besides the conventional interests (rate of the bank of
5. In the case of a deferred payment, the customer is anxious to turn(return) the bill of exchange within 48 hours.
6. DITEL LLC reserves the right to suspend any command(order) and\or delivery, whatever are their natures and their levels of execution, in case of non payment when due of any sum owed by the customer. 7. Any invoice lower than 500, 00 HT must be settled (adjusted) by check, in reception.
8. Any command (order) of materials(equipments), software or services(performances) lower than 150,00 HT will be the object of a fixed 10,00-€ HT invoicing for management fees.
V-CHOICE OF PRODUCTS AND ADVICE (COUNCILS)
The customer having acquainted with the technical characteristics of products marketed by DITEL LLC, has, under his own responsibility and according to his needs such as he determined them, settled on products being the object of his command(order). Besides the customer knowing only the other materials (equipments), the software and the configurations which he uses, is only judge of the compatibility of products commanded (ordered) with those whom he uses.
It is up to the customer, if he does not consider himself competent enough is attended by an advice (council).
DITEL LLC can supply a service (performance) of analysis and advice (council) of needs towards the popular configuration only within the framework of a complementary (additional) provision of a service asked expressly by the customer and giving rise to invoicing. For lack of such a contract the customer considers he competent enough to proceed to the operated choice.
VI- GUARANTEED
1. DITEL LLC guarantees that products work for the main part according to the technical specifications expressed by the builder (manufacturer) during their delivery. In a explicit manner DITEL LLC gets free of any responsibility relative to the nonconformity of the technical specifications enter the documentation supplied by the builder (manufacturer) and the material (equipment) and\or the software commanded(ordered) by the customer.
2. DITEL LLC does not guarantee that products software is exempt from bugs or from errors.
3. Except specific arrangements indicated by DITEL LLC, the materials (equipments) benefit from the guarantee builder (manufacturer). The duration and the conditions of guarantee are the ones announced by THE MANUFACTURER
4. Any material(equipment) showing itself defective during guaranteed period will be, in the choice of DITEL LLC, replaced, repaired or will be the object of credit note without any cool for the customer, with the exception of the transport costs, charged to the current price list(rate).
No return can be made to DITEL LLC without its written and preliminary agreement on the only conditions established by DITEL LLC, on the defect, the material(equipment) s) or the software () will be (will be) refused ( s ).
5. This guarantee is expressly excluded on one hand in case of not payment of the customer, on the other hand in case of non compliance with the standards of installation, use and\or interview (maintenance), namely in particular: use of stationery and software others than those planned for their correct functioning, modification of the material (equipment) or the programs either by the customer or by the persons foreign to DITEL LLC.
6. In the term of this guarantee, the customer who would like to benefit from the after-sales service will necessarily have to accept the general conditions.
7. The software not developed by DITEL LLC is guaranteed by the author or the distributor on the conditions aimed in the documentation the aforementioned software.
8. The customer makes a commitment to respect the conditions of use of the software such as they appear in the license(Bachelor's degree) inserted into the documentation.
VII- RESPONSIBILITY
1. In a explicit manner the DITEL LLC company is subjected to a best effort undertaking, since the service (performance) of DITEL LLC is limited to the sale, to the integration of products or the development of software commanded (ordered) by the customer.
2. DITEL LLC can be on no account held person in charge if the employment (use), the manipulation, the storage and the transport of the materials (equipments) and\or sold software causes damage in the different possessions in the object of the contract.
3. DITEL LLC will be responsible on no account for damage due to the non-fulfillment by the customer of its obligations (bonds) or for consequential damage, even if DITEL LLC had knowledge of the possibility of emergence of this damage. It is specified in this respect that any financial or commercial damage undergone by the customer, any waste of time, data, information, contracts or business(affairs), any embarrassment in the production and any action(share), whatever nature it is, managed against the customer, establish(constitute) an indirect damage and consequently
4. DITEL LLC cannot be besides, declared responsible as regards the materials(equipments) and the delivered software if he(it) were not used according to the standards and characteristics defined for that purpose.
VIII- property reserve AND TRANSFER OF RISK
VIII-property reserve AND TRANSFER OF RISK
1. THE SOLD MATERIALS (EQUIPMENTS) REMAIN THE FULL AND COMPLETE PROPERTY OF DITEL LLC UP TO the COMPLETE PAYMENT OF the PRICE (PRIZE), THE MAIN THING (HEAD TEACHER), EXPENSES AND TAXES WERE UNDERSTOOD (INCLUDED).
2. THE PROPERTY OF THE SOFTWARE IS NEVER TRANSFERRED.
3. THE TRANSFER OF THE RISKS RELATIVE TO PRODUCTS IS MADE AS A CONSEQUENCE OF THE DISCOUNT (DELIVERY) FOR the CARRIER. It is thus up to the customer to contract at its expenses an insurance (assurance) to cover all the risks (in particular degradation or losing able to reach(affect) the materials(equipments) or the bought software and not yet entirely paid.
4. The customer refrains to resell, to rent (praise) or to give in guarantee all or any of the products before the complete payment of amounts due to DITEL LLC.
5. In case of nonpayment of the completeness of the price (prize) with term, DITEL LLC will be entitled to resume (to take back) delivered products by asking for a 2 % compensation (allowance) a month sold between delivery date and the date of resumption of products, more a 155-compensation (allowance) corresponding at the expense of procedure of covering (collection) and file.
IX-LIMITATIONS RELATIVE TO the SOFTWARE
1. After the complete payment of the price(prize) and except more restrictive clauses appearing on the license (Bachelor's degree) joined(contacted) to the product, the customer benefits on the software of a personal license(Bachelor's degree) of use, not transferable and not exclusive, for a duration of 1 maximum year (beyond the customer will have to subscribe to the annual maintenance), with the exception of any property right.
2. The customer refrains to resell, to rent (praise) all or any of the software supplied by DITEL LLC.
3. According to the laws n°57-298 11/3/1957 and n°85-660 of 3/7/1985, the customer refrains to proceed to any copy, other one than those were authorized within the framework of the legislation in force.
The customer refrains himself from any act which could strike a blow at the right (law) of the authors, their legal successors or DITEL LLC.
X- FORCE MAJEURE
1. At first, the cases of absolute necessity will suspend the obligations (bonds) planned on the present conditions. If the cases of absolute necessity have duration of existence one-month-old superiors the aforementioned obligations (bonds) will be automatically cancelled.
2. In a express way, are considered as cases of absolute necessity or coincidences besides those usually held(retained) by the Case law of the courses(prices) and the French courts: the all-out or partial, internal or external strikes to the company, the lockout, the bad weather, the epidemic, the blocking of the means of transportation or supply whatever reason it is, earthquake, fire, flood, statutory or legal water damage, governmental or legal limitations, modifications of the forms of marketing or quite other case independent from the express will of the parts(parties) preventing the normal execution of the present general conditions.
XI- LAW AND ALLOCATION (ATTRIBUTION) OF SKILL (COMPETENCE)
1. The present general conditions are subjected to the French law.
2. In case of conflict, express skill (competence) is attributed (awarded) to the Commercial court of Newark, DE 19711 USA, in spite of defendants' plurality or call (appeal) in guarantee.
