General Terms and Conditions of Service
DEFINITION
In these General Conditions of Sale certain terms must be understood as having the following meanings:
"The seller" understood as SASU CENOSAKI FRANCE.
“Goods” means any manufactured products, services, software* and/or technology (licensed) to be sold by Seller.
“Buyer” means any person, firm or organisation who purchases or has agreed to purchase Goods from the Seller.
"Contract": the written agreement between the buyer and the seller, specifying the offer under which the buyer undertakes to buy and the seller undertakes to sell goods.
* The Software is provided on the basis of an End User License Agreement (EULA) where title does not pass and use is non-transferable.
With respect to all other conditions the software herein is considered "merchandise".
General
These general terms and conditions define the rights and obligations of CENOSAKI FRANCE and the client, the customer, with regard to sales contracts and service provision contracts such as consulting, coaching, provision of documents, as well as ancillary services that CENOSAKI FRANCE may be required to provide within the framework of sales or business contracts. These general terms and conditions constitute the legal basis for contracts concluded between CENOSAKI FRANCE and its customers. They preclude the application of any contrary clause that may be stipulated by the buyer, unless CENOSAKI FRANCE has accepted them in advance and in writing. Any order implies the buyer's automatic acceptance of these general terms and conditions regardless of CENOSAKI FRANCE's general terms and conditions of purchase, which are not binding on the seller, even if they are communicated after these terms and conditions. If one of the clauses of these general terms and conditions of sale were to be null and void or cancelled, the other clauses would not be cancelled. The fact that the seller does not apply at any given time any article of these conditions, cannot be interpreted as a waiver of the right to subsequently avail itself of the said general conditions of sale. Any modification made by both parties must be the subject of a prior written agreement.
Services
Pour réaliser les prestations de service, CENOSAKI FRANCE se fonde sur le cahier des charges écrit transmis par le client ou réalisé par CENOSAKI France validé par le client. Celui-ci comporte les spécifications nécessaires et notamment le résultat recherché. Le cahier des charges est constitué de fichiers informatiques ou autres documents utiles papier ou digitalisé. Le client assume l’entière responsabilité de la conformité des documents et informations donnés sur le résultat recherché, aux dispositions législatives et réglementaires ou toute autre norme applicable. Le client procure à CENOSAKI FRANCE toute référence à ces dispositions qui devront être respectées afin de réaliser la prestation de service voulu ou achat de produit, notamment les conditions de sécurité. Toute modification du cahier des charges, retard d’informations ou de données nécessaires à la réalisation de la prestation de service achetée, feront l’objet d’un avenant au devis initial ou d’un autre devis. Par ailleurs, dans ce cas présent, un devis supplémentaire basé sur le temps passé sera transmis au client en addition du coût de la prestation.
Quote and Order
Any order, including that placed by telephone or fax, must be confirmed in writing. The order may be placed by returning the quote or offer from CENOSAKI FRANCE, duly signed and bearing the handwritten note "good for agreement" or by sending a document stating in particular: the nature of the service, the quantity, the agreed price, the payment terms, the place of the service if it is other than the place of invoicing, the transport methods, the delivery time, the validity date of the offer and the order number. Any addition or modification to the order is only binding on CENOSAKI FRANCE if it has been accepted in writing. If, during a previous order, the buyer has failed to meet one of its obligations (default or late payment, for example), a refusal of sale may be made against it, unless this buyer provides satisfactory guarantees or payment upon ordering. No discount for early payment will then be granted to it.
Price
The price of the service provided by CENOSAKI FRANCE does not include the intellectual property of CENOSAKI France (contribution of its know-how or its patents and models for the performance of the service). The performance of the service will begin only after the provision of a purchase order. The prices invoiced are those established in euros on the day of the order on the basis of the economic conditions in force. Unless expressly stated in the prior offer, they are exclusive of provision costs and are valid for a maximum period of 1 month. They are exclusive of VAT and will be increased by VAT and / or any other similar taxes that become due, at the rate applicable at the time they become due. Shipping or travel costs are additional.
In the event of an order to a country other than mainland France, you are the importer of the product(s) concerned. Customs duties or other local taxes or import duties or state taxes may be payable. These duties and sums are not the responsibility of our company. They will be your responsibility and are your sole responsibility, both in terms of declaration and payment to the competent authorities and organizations in your country. We advise you to inquire about these aspects with your local authorities.
Payment
CENOSAKI FRANCE has the possibility of carrying out all interim invoicing depending on the progress of the work. The balance is payable in cash, upon receipt of the final invoice. The payment terms of CENOSAKI FRANCE are 30 days end of month for known and reliable customers. In all other cases, payment is required upon ordering. These conditions can only be modified after the agreement of CENOSAKI FRANCE. After investigating the solvency of the buyer, CENOSAKI FRANCE reserves the right to demand payment of the entire service upon ordering. Regardless of the method of payment agreed between the parties, payment will only be considered as made after actual collection of the price. Payment by check can only be made by check expressed in euros and drawn on a French bank branch. Payment by bank transfer will be accompanied by proof of transfer to be sent by email with a reminder of the associated invoice number ( contact@cenosakifrance.com ). In the event of non-payment, even partial, on the due date, the seller reserves the right to terminate the contract or suspend the performance of the services in progress. In the event of total or partial non-payment of an order on the due date, the amounts due under this order or other orders already executed or in the process of being performed will be immediately payable after formal notice.
The payment instruments for export are bank transfer, SWIFT transfer or SEPA transfer subject to a documentary credit.
Late payment penalties
The terms of application and the interest rate of penalties due in the event of late payment are as follows:
In accordance with Law No. 2001-420 of May 15, 2001, late payment penalties are applicable in the event that the amounts due are paid after the payment date shown on the invoice. These late payment penalties are calculated on the basis of at least 1.5 times the legal rate. In the event of termination of the sale for non-payment, the amounts paid by the buyer will be purely and simply acquired by the seller.
Late payment is defined as payment made after the date stated on the invoice.
It is generally calculated on the amount including tax of the invoice.
Penalties are payable without any reminder being necessary. They automatically accrue from the day following the payment date shown on the invoice or, failing that, the thirty-first day following the date of receipt of the goods or performance of the service.
Additional lump sum compensation for recovery costs
This compensation is in addition to the late payment penalties charged to the professional debtor. Its amount was set at a flat rate of €40 by decree no. 2012-1115 of October 2, 2012. This compensation is due automatically, that is to say without a reminder being necessary and from the first day of delay.
Shipping costs
For orders of physical products under 30 kilos, shipping costs are calculated by weight brackets. These conditions apply to all deliveries in metropolitan France, excluding overseas departments and territories, Corsica and coastal islands.
Other destinations will be subject to a surcharge according to the pricing conditions of our service provider.
Shipping costs include packaging, handling and routing costs. Packages are generally shipped between 48 and 72 hours after receipt of your payment in the case of control. In the case of the supply of sold equipment, CENOSAKI FRANCE is dependent on the supply times of the manufacturers.
CENOSAKI France cannot guarantee a deadline without prior consultation.
Deliveries are made from Monday to Friday. If you would like delivery on Saturday, please let us know when ordering. An additional charge of 40.00 euros excluding tax will be applied to the initial flat rate shipping for any order weighing less than 30 kilos.
Guarantee
La responsabilité de CENOSAKI FRANCE à l’égard de l’acheteur ne peut excéder le coût des marchandises vendues, déterminé par référence au prix facturé au client pour lesdits produits. La garantie du vendeur ne porte jamais sur les conséquences du défaut constaté telles que dommages aux personnes ou aux biens, pertes d’exploitation ou travaux supplémentaires. La garantie ne s’applique pas aux remplacements ni aux réparations qui résulteraient de détériorations ou d’accidents provenant de négligence de l’acheteur, de défaut de surveillance, d’entretien ou d’utilisation non conforme aux prescriptions mentionnées par le vendeur.
Europe and International
For any order delivered to a destination in Europe or internationally, the transport costs and delivery times will be communicated individually. Prior consultation with our services will be necessary.
Studies and projects
Unless expressly agreed otherwise, the performance of the paper or computerized service provision does not entail the transfer to the customer of CENOSAKI FRANCE's industrial property rights over its methods or documents produced by CENOSAKI FRANCE, which remain the property of the latter. Consequently, they may not be used or reproduced, patented, filed or communicated to third parties by the customer without written authorization from CENOSAKI FRANCE. The customer may not dispose of CENOSAKI FRANCE's patents, models or know-how for himself. Nor may he disclose them without having expressly acquired ownership, co-ownership or any exploitation rights.
Projects, studies, plans, drawings and documents of any nature submitted or sent by CENOSAKI FRANCE always remain its entire property. They must be returned to it upon first request and may not be reproduced, communicated to third parties or executed for any reason whatsoever by the buyer without the written authorization of CENOSAKI FRANCE. They are provided if they are followed by the order to which they are subject. Otherwise, CENOSAKI FRANCE is due to reimburse its study and travel expenses. In the event that the customer wishes to obtain the computer file of the project, drawing, design, an additional estimate must be made in line with the commercial value of the latter.
Force majeure
Any delay in the execution of the service due to circumstances beyond the control of CENOSAKI FRANCE may not result in the cancellation of the order. The seller may not be held liable for any damage resulting from this delay.
The following events are considered to be exempt:
- atmospheric disasters such as frost, snow or exceptionally heavy rain,
- thaw barriers,
- fire, flood or explosion for any reason whatsoever,
- strikes or walkouts that may affect either party or service providers participating in one of the stages of the service.
The Seller shall inform the Buyer in a timely manner of the cases and events listed above.
Applicable law and attribution of competences
Le présent contrat est soumis à la loi française.
SI L’ACHETEUR AGIT EN QUALITE DE COMMERÇANT, POUR TOUTES LES CONTESTATIONS RELATIVES A L’EXECUTION OU A L’INTERPRETATION DES PRESENTES CONDITIONS, SEUL SERA COMPETENT LE TRIBUNAL DE CHATEAUROUX OU SON PRESIDENT EN MATIERE DE REFERES, NONOBSTANT PLURALITE DE DEFENDEURS OU APPEL EN GARANTIE, CE QUI EST EXPRESSEMENT ACCEPTE PAR L’ACHETEUR.
CGV du 03/03/203