General terms and conditions of sale and service
The following Terms and Conditions shall apply in full to all the sales and services provided by Altawak SAS. (hereinafter: “ALTAWAK). Any order made to ALTAWAK implies the unconditional acceptance of these Terms.The original version of these Terms has been written in French and shall be the only version to prevail, taking precedence over all translated versions.Any variation of these Terms shall not, without the formal and written consent of ALTAWAK, take precedence over these Terms. Thus, any contradictory terms incorporated by the Client may not be invoked against ALTAWAK, unless written and signed consent from ALTAWAK has been given.ALTAWAK reserves the right to update or modify these Terms at any time without notice, for example to comply with legal and regulatory provisions.A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such or other rights or remedies nor will operate so as to bar the exercise or enforcement thereof nor will be treated as an affirmation of this Agreement. No single or partial exercise of any right or remedy under this Agreement will prevent further or other exercise of such or other rights or remedies.If any provision of these Terms is declared to be invalid, illegal or unenforceable by any Court having jurisdiction thereon, it shall in no way affect or prejudice the validity, legality or enforceability of any other provision.
These Terms shall apply exclusively to the sale of products and provision of services, in France or abroad, to professional Clients acting for purposes relating to their trade, business and profession.
The following terms shall mean:“ALTAWAK”: Altawak SAS., a simplified joint stock company under French law, address of head office: 88, boulevard de Ménilmontant – 75020 Paris – France, trade register: RCS Paris n° 521 479 808. For any information regarding products and services, you can reach ALTAWAK by phone at +33(0)1 58 53 52 52, or by e-mail: firstname.lastname@example.org, from Monday to Friday from 9:30 am to 6 pm (GMT +1).“Client”: any professional (natural or legal person) acting for purposes relating to its trade, business and profession who orders from ALTAWAK.“Quotation”: the paper or electronic document containing the description and detailed price of the products and services sold by ALTAWAK, which may include a proforma invoice or any other equivalent document.
The sales or services contract is effective as of the signature of the Quotation, and/or reception of payment or down-payment, and/or receipt of a purchase order.
The Client shall provide all necessary information in order to establish the Quotation.Modification, cancellation: the Client may only cancel or modify its order when a formal agreement has been given by ALTAWAK. The Client shall bear the costs already incurred or committed by ALTAWAK. All order modification or cancellation requests shall be transmitted without delay to the sales department.
Only the receipt of the full purchase price will trigger delivery. The merchandise will be delivered to the address specified on the Quotation, in accordance with the Incoterm 2010 CPT (Carriage Paid To). Delivery shall be effective once the merchandise has been handed over to the Client, or once the Client has received a notice of availability. Risk of loss with respect to the products sold by ALTAWAK shall pass to the Client upon delivery of the products by ALTAWAK or its partners or affiliates or subcontractors to the first transport company. The Client may elect to subscribe to insurance with a reputable company, at its own costs, to cover against all risks and liabilities involved by these Terms.
For practical reasons, ALTAWAK is entitled to deliver the products in multiple instalments.Delivery dates are merely indicative and given in good faith by ALTAWAK, they shall not constitute binding deadlines upon ALTAWAK. If the products are delivered after the indicated delivery date, the Client shall not be entitled to any kind of compensation from ALTAWAK, or to cancel its order. In the absence of any specific indication at the time of order, the Client shall be deemed able to receive the merchandise on all working days, between 8 am and 6 pm (local time). If the merchandise cannot be delivered or unloaded because of the Client’s or the Client’s affiliates’ own fault, the Client will be liable for any costs incurred by ALTAWAK in connection with such fault and shall promptly reimburse ALTAWAK of all such costs incurred.Conformity of delivered products:
- The Client shall verify the number and the integrity of the packages in the presence of the carrier, and assess the anomalies in writing. All claims shall be notified by registered mail with acknowledgement of receipt to the transporting company and to ALTAWAK:
- to the transporting company within 3 days after delivery for Clients in France and 8 days for Clients abroad.
- to ALTAWAK within 30 days after delivery.
- The Client shall then verify the conformity of the products to the Quotation and the lack of any apparent or manifest defect, including, without limitation, missing, defective or damaged products. All claims shall be notified to ALTAWAK by registered mail with acknowledgement of receipt or by e-mail with acknowledgement of receipt within 8 days after delivery. After this deadline, the delivery shall be considered to have been accepted by the Client.
Where the Client has given due notice of a valid claim of non-conformity, ALTAWAK shall choose to repair, replace or refund any defective product. ALTAWAK’s liability and aggregate amount of compensation are limited to the sole replacement or refund of the defective or missing product. The presentation of a claim shall under no circumstances authorize the Client to defer payment.
The unit price-list is available upon request from ALTAWAK and may be obtained at: email@example.com. Prices do not include taxes, transportation or installation fees, and may be modified at any time without notice.However, ALTAWAK undertakes to charge the prices in force on the date of the Quotation, and hold them up to 1 month after this date.
Products and services shall be paid in euros to ALTAWAK’s head office, by SEPA / SWIFT wire transfer or by cheque. Payment shall be deemed to have been made when the full amount of the purchase price is received by ALTAWAK. All banking fees, expenses and charges shall be borne by the Client.
Payment shall be made upon order and prior to delivery. In case of a down payment, payment shall be made prior to delivery. No discount for early payment may be granted.If the Client fails to pay the full purchase price, ALTAWAK shall be entitled to retain all advances and/or partial amounts paid by the Client as a penalty fee, without limitation to the other remedies ALTAWAK may have. In case of late payment, ALTAWAK shall charge interest on the outstanding amount at a rate equal to three times the current legal interest rate in force and a fixed sum of 40€ (euros) as compensation for recovery costs, in accordance with Articles L.441-3 and L.441-6 of the French Code of Commerce.
Until payment is received, the Client shall not be entitled to receive delivery of any product or any related services. In case of payment by instalment granted by special terms, any delay in payment by the Client shall entitle ALTAWAK to suspend the performance of any service (including without limitations, training, demonstrations, hotline, updates and ScanCube warranty) or the delivery of any product until the full purchase price is paid. The Client shall not be entitled to any compensation by such suspension. In addition, ALTAWAK reserves the right to refuse any sale or service provision to Clients with whom there is or has been a litigation regarding the payment of previous orders.
RETENTION OF TITLE
Title to the products sold by ALTAWAK will pass to the Client upon receipt of the full purchase price by ALTAWAK. If the Client fails to pay the full purchase price, ALTAWAK reserves the right to take back the merchandise from the Client at any time, retaining all amounts paid by the Client as compensation, without limitation to the other remedies ALTAWAK may have. ALTAWAK may also take back the unpaid merchandise from the Client’s sub-purchasers or require direct payment from them. The Client shall, in case of resale, inform the sub-purchaser of the applicable retention of title and inform ALTAWAK of the transfer.
Products sold by ALTAWAK are covered by the legal warranty for hidden defects in accordance with Articles 1641 to 1648, and 2232 of the French Civil Code. If the cost of repair within legal warranty is higher than the cost of the product delivered, ALTAWAK may replace such defective product with an identical or equivalent product. ALTAWAK shall not be otherwise liable for any direct or indirect loss resulting from non-compliance with intervention delays, or any default in the product purchased, or for failing to solve the default in a reasonable delay. ALTAWAK shall not be held liable for the failure to repair defective products due to the parts or components of the products no longer manufactured by one of ALTAWAK’s suppliers or importers.ALTAWAK recalls that a warranty claim shall not entitle the Client to suspend the payment of the correspondent invoice in any way.
If ALTAWAK has not received the full purchase price of the products or in case of late payment, warranty on such unpaid products shall be deemed suspended until receipt of such full purchase price, in accordance with article 7.In order to benefit from the ScanCube Warranty, please refer to the warranty contract delivered at the time of your ScanCube purchase.
ALTAWAK shall not be liable for any damages, material or immaterial, direct or indirect, arising from inappropriate, incorrect or wrongful use of products or software, a modification of a product on the Client’s own initiative without previous written consent from ALTAWAK, or non-compliance with applicable laws and regulations. ALTAWAK declines all liability in any respect for any indirect or immaterial damages, including but not limited to loss of production, loss of data, financial or commercial damage, loss of profit, consequences of any third-party’s claim or loss originating or resulting from damages linked to the use of products or defaults, even where ALTAWAK has been notified in advance of such possibility, as well as any damages inflicted on any persons or property separate from the subject matter of the contract. ALTAWAK shall not liable for the non-performance or any delay in performing its obligations to the extent that the delay or non-performance is due to force majeure, according to the case law of French Courts.
ALTAWAK makes its best efforts to conceive and provide an accurate and up-to-date descriptive documentation on commercialised products. All instructions, descriptions, illustrations and photographs enclosed with the products are for information purposes only and ALTAWAK shall not be liable for any discrepancies or inaccuracies in the said instructions, illustrations and photographs. ALTAWAK shall not be liable for any modification of a product by a supplier, nor may such modification affect the validity of the sale.ALTAWAK may only be liable for its actions and its collaborators’ actions if it is proven that ALTAWAK committed an intentional and serious negligence directly related to the sale of products or provision of services, and such negligence caused a prejudice to the Client. In the event ALTAWAK is held liable for any reason, the aggregate amount of compensation is limited to the price of products sold or services provided.
ALTAWAK is the only owner of the registered trademark “ScanCube”. Any and all of the intellectual property rights and know-how used for production or commercialisation, or embodied in or in connection with “ScanCube” products and software are and shall remain the exclusive property of ALTAWAK. The transfer of title to the products shall not be considered in any case as a transfer of intellectual property.The Client shall not use, exploit, or reproduce in any way ALTAWAK’s intellectual or industrial property rights without its previous written consent. The Client shall not claim or file any patent for any industrial or intellectual property right in relation to creations, inventions, designs, trademarks, schemes, processes, or any other element protected by the French Code of Intellectual Property, belonging to ALTAWAK.ALTAWAK shall not be compelled to update or upgrade its software on operating systems that are not supported or maintained by the owner of such operating systems.
In order to provide quality service, ALTAWAK may collect personal data. This data is used and stored with safety. The Client shall have the right to access, modify and delete its personal data.The Client accepts to receive messages and offers from ALTAWAK. If you do not wish to receive any information from ALTAWAK you can unsubscribe by writing to ALTAWAK – 88, bd. de Ménilmontant, 75020 Paris, FRANCE or by e-mail when receiving an offer.
Each party shall keep in strict confidence all information designated by the other party as confidential and/or all information discovered during the execution of the sales and/or service contract. Each party shall implement this obligation with its employees, leadership, corporate directors, parent company, subsidiaries and subcontractors.Unless express written disagreement has been given, the Client authorises ALTAWAK and its distributors to use free of charge, for the purposes of promoting and advertising ScanCube products, and within the frame of confidential information designated by the Client: the name of the Client as a reference, its logo, and the images produced during a demonstration for the Client. After publication, the Client may ask ALTAWAK to delete any publication related to it, provided the Client bears the cost of modifying and replacing the document or media.
GOVERNING LAW AND DISPUTE RESOLUTIONThese Terms and all matters arising from or connected with the sales and services provided by ALTAWAK are governed by French law, wherever the place of purchase. In the event of any dispute, the parties commit to seeking an amicable solution together, taking into account each party’s best interest before engaging in court proceedings. If it should fail, any claim shall be settled exclusively by the French Courts of Paris.