ARTICLE 1: SCOPE OF APPLICATION

These general terms and conditions of sale apply to all sales concluded by ASCOREL with business customers, regardless of any clauses that may appear in the Customer’s documents, and in particular its general terms and conditions of purchase. Any conflicting terms imposed by the buyer shall therefore, in the absence of express acceptance, be unenforceable against the seller.

They come into force on 1 January 2014 and shall be renewed by tacit agreement.

ARTICLE 2. ORDERS – PRICES

Sales are only finalised following express written acceptance of the Customer’s order, as evidenced by an acknowledgement of receipt. Orders must be confirmed in writing.

Products are supplied at the prices set out in the attached price list and, where applicable, in the commercial proposal sent to the Customer. These prices are firm and non-negotiable during their period of validity.

ARTICLE 3. TERMS OF PAYMENT

3.1 The price is payable in full and in a single instalment within a maximum of thirty (30) days from the end of the month following the invoice date, as stated on the invoice sent to the Purchaser or in accordance with the specific terms and conditions set out in the quotations and invoices.

3.2 In the event of late payment and failure by the Purchaser to pay the sums due beyond the deadline set out above, and after the payment date stated on the invoice sent to the Purchaser, late payment penalties shall be calculated at the interest rate applied by the ECB to its most recent refinancing operation, plus 10 percentage points, in accordance with the following formula: (Amount including tax × number of days in arrears) × (3 × statutory rate) / 365

3.3 Late payment penalties shall automatically and as of right be payable to the Supplier, without any formality or formal notice, without prejudice to any other action which the Supplier may be entitled to bring against the purchaser in this regard.

Furthermore, the purchaser shall reimburse all costs incurred in the recovery of the sums due, including the fees of bailiffs. In this regard, the law imposes a minimum fixed compensation of 40 euros.

3.4 In the event of failure to comply with the payment terms set out above, the Supplier further reserves the right to suspend or cancel the delivery of the Purchaser’s current orders.

Right of lien and retention:

The Seller has a general right of lien and retention over the Buyer’s tangible goods in its possession. A connection between the Buyer’s various orders is expressly recognised.

ARTICLE 4. RETENTION OF TITLE

Pursuant to Articles 2367 et seq. of the Civil Code, the seller retains title to the goods sold until full payment of the principal and ancillary sums has been made. Failure to pay any instalment may result in the seller reclaiming these goods.

The purchaser must ensure that the goods in question can be identified and distinguished from one another.

Any deposit paid by the purchaser shall be retained by the supplier as lump-sum compensation, without prejudice to any other action the supplier may be entitled to bring against the purchaser in this regard.

ARTICLE 5. INTELLECTUAL PROPERTY

The Supplier retains all intellectual property rights attached to the products.

ARTICLE 6. DISCOUNTS, REDUCTIONS AND REBATES

The Purchaser shall be entitled to the discounts, reductions and rebates set out herein, depending on the quantities purchased or delivered by the Supplier in a single consignment and to a single location, or on the regularity of their orders.

ARTICLE 7. DELIVERY

7.1 The products purchased by the Purchaser shall be delivered within a maximum of sixty (60) days from the date on which the Supplier receives the relevant, duly signed purchase order.

7.2 No time limit shall be regarded as binding. It does not constitute a strict deadline, and the Supplier shall not be held liable to the Purchaser in the event of a delay in delivery not exceeding sixty (60) days.

7.3 Any specific requests from the Purchaser regarding the packaging or transport conditions for the products ordered, duly accepted in writing by the Supplier, shall be subject to a separate additional invoice.

7.4 The Purchaser is required to check the apparent condition of the products upon delivery. Unless the Purchaser expressly raises any objections at the time of delivery, the products delivered by the Supplier shall be deemed to comply with the order in terms of both quantity and quality.

7.5 The Purchaser shall have a period of ten (10) days from the date of delivery and receipt of the ordered products to raise such reservations in writing with the Supplier.

Pursuant to Article L 133-1 et seq. of the Commercial Code, the carrier is liable for loss of or damage to the goods. In the event of damage or shortages, it shall be the responsibility of the consignee to make all necessary observations and to confirm their reservations by an extrajudicial document or by registered letter with acknowledgement of receipt sent to the carrier within three (3) days of receipt of the goods.

7.6 No claim shall be validly accepted if the Purchaser fails to comply with these formalities.

7.7 The default Incoterm used is ‘FCA Pont-Evêque ICC2010’ unless otherwise specified in the quotation.

ARTICLE 8. TRANSFER OF OWNERSHIP – TRANSFER OF RISK

8.1 Ownership of the Supplier’s products shall pass to the Purchaser only upon full payment of the price by the latter, regardless of the date of delivery of the said products.

8.2 However, the risk of loss and damage to the Supplier’s products shall pass to the Purchaser upon delivery and acceptance of such products by the Purchaser.

ARTICLE 9. SUPPLIER’S LIABILITY – WARRANTY

9.1 The products delivered by the Supplier are covered by a contractual warranty for a period of twelve (12) months from the date of delivery. Any second-hand systems (parts or complete systems) are covered by this warranty for a period of six months.

The warranty period is extended to twenty-four (24) months for ASCOREL-branded weighing systems.

9.2 During this same period, the Supplier warrants to the Purchaser, in accordance with statutory provisions, against any latent defect arising from a fault in material, design or manufacture affecting the products delivered and rendering them unfit for use.

With regard to business customers, no statutory warranty shall apply beyond the term of the contractual warranty.

9.3 Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Purchaser, as well as in the event of normal wear and tear of the goods or force majeure.

No warranty shall apply to any resulting direct or indirect damage.

9.4 In order to assert their rights, the Purchaser must, on pain of forfeiting any related claim, notify the Supplier in writing of the existence of any defects within a maximum of ten (10) days of their discovery.

9.5 The Supplier shall replace or arrange for the repair of any products or parts under warranty that are deemed defective.

9.6 The replacement of defective products or parts shall not have the effect of extending the duration of the warranty set out above.

ARTICLE 10. DISPUTES – MEDIATION – JURISDICTION

In the event of a dispute, the parties shall first seek mediation. To this end, a mediator from UDIMEC or the Grenoble ADEMS Mediation Centre shall be appointed. All disputes arising from the purchase and sale transactions covered by these general terms and conditions of sale shall be submitted to the Commercial Court of Vienne.

ARTICLE 11. GOVERNING LAW

All clauses contained in these general terms and conditions of sale, as well as all purchase and sale transactions referred to therein, shall be governed by French law.

ARTICLE 12. ACCEPTANCE BY THE BUYER

These general terms and conditions of sale, together with the attached price lists and discount scales relating to rebates, discounts and refunds, are expressly agreed to and accepted by the Buyer, who declares and acknowledges that they are fully aware of them, and thereby waives the right to rely on any conflicting document, in particular their own general terms and conditions of purchase.

Customer’s signature and initials on each page:

TERMS AND CONDITIONS FOR SUBSCRIPTION TO A CONNECTED SOLUTION PROVIDED BY ASCOREL

This document sets out the Terms and Conditions for subscriptions to a Connected solution. They apply between ASCOREL, hereinafter referred to as the ‘Supplier’, and the ‘Customer’.

PREAMBLE: The Connected solution offered by ASCOREL is not available in all countries. Please contact ASCOREL for a list of the countries concerned.

1°) Definitions

  • ‘Customer’: The representative of the company who takes out a subscription or subscriptions to a Connected solution, referred to as the ‘product’
  • ‘User’: The representative of the company who uses the ‘product’. The “User” may be a different person from the “Client”
  • “Supplier”: ASCOREL
  • “Product”: a subscription to a connected solution enabling access to data from a device fitted with ASCOREL hardware.
  • “SIM card”: a multi-operator SIM card supplied by ASCOREL to ensure data transfer between the ASCOREL hardware installed on the machine and the ASCOREL data server.
  • ‘SIM card’: a multi-operator SIM card supplied by ASCOREL to enable data transfer between the ASCOREL equipment installed on the vehicle and the ASCOREL data server.
  • “ASCOREL data server”: a server under ASCOREL’s responsibility which centralises all a customer’s data generated by their Products.
  • “Subscription to a connected solution”: the right granted to the “Customer” to access their data during the period covered by this subscription.
  • “System”: device supporting the SIM card
  • “Hardware data”: data specific to ASCOREL hardware that enables the “Supplier” to verify and ensure the proper functioning of its hardware
  • ‘Business data’: This refers to application data that does not contain any personal information specific to the ‘Client’s’ business activities. It does not constitute personal data.
  • “Personal data”: This refers to data that enables the “Client” or their business to be identified.
  • ‘Backup’: the act of storing the ‘Customer’s’ data as it stands at a specific date and time with a view to its possible restoration (recovery) in the event of a technical problem.

2) Purpose of the subscription terms and conditions for a connected solution.

This document sets out the content and terms of use of the ‘Product’.

A “Customer” may only access data from their “Product”.

Placing an order with the ‘Supplier’ for a subscription to the Connected Solution automatically and ipso jure constitutes the ‘Customer’s’ full and unreserved acceptance of the provisions of these terms and conditions for subscribing to a connected solution, which take precedence over any provisions contained in any other documents (brochures, catalogues, etc.) other than the “Supplier’s” general terms and conditions of sale, which are for information purposes only. Any stipulation or condition contained in any document issued by the “Customer” that deviates from the provisions of these terms and conditions for a Connected Solution subscription shall not be enforceable against the “Supplier”, unless the latter has given its written consent.

Where the ‘User’ is not the same as the ‘Customer’, it is the ‘Customer’s’ responsibility to ensure that the ‘User’ is aware of and has agreed to these subscription terms and conditions.

During the various discussions between the ‘Supplier’ and the ‘Customer’, the ‘Supplier’ presented its offer to the ‘Customer’. On that occasion, the “Client” was able to ask any questions they deemed necessary, and the “Supplier” explained the terms and conditions of subscription to the Connected solution. The “Client” declares that they were made aware of all the relevant information enabling them to accept the “Supplier’s” offer.

3°) Provision of data

The “Customer” has access to all the data covered by their subscription to the “Product”. All data from the SIM cards associated with this subscription is accessible to the “Customer”.

The ‘Supplier’ and the ‘Customer’ shall ensure compliance with the GDPR.

4°) Use of hardware data

Hardware data is accessible to the “Supplier”. It enables the “Supplier” to verify the proper functioning and use of the hardware in order to improve its service.

5°) Use of business data

Business data is accessible to the ‘Client’. The ‘Client’ grants the ‘Supplier’ the right to use this data for its own purposes. The ‘Supplier’ must ensure that it does not cause any harm to the ‘Client’ through the use of this data.

6°) Use of personal data

Personal data is accessible to the “Client”. The “Client” has the right to access and rectify this data. The “Client” authorises the “Supplier” to access this data for the purposes of maintaining the hardware and the server. The “Client” shall ensure that this data has been collected with the consent of the data subjects and in accordance with the GDPR.

7°) Access to data by a third party designated by the “Client”

It is the responsibility of the ‘Customer’ to ensure that the third party accepts and complies with the terms of these subscription conditions for a connected solution. The third party may be the ‘User’

8°) Proper and lawful use of the system

The “Client” undertakes to use the system for its intended purpose. In the event of unlawful use, the subscription will be suspended without notice. The ‘Supplier’ reserves the right to terminate the contract and to claim compensation from the ‘Customer’ for any loss suffered.

9°) Liability of the ‘Supplier’

With regard to the commitments set out herein, the “Supplier” is bound only by an obligation of means concerning access to services that depend on the communications network.

The parties expressly agree that the “Supplier” shall also not be held liable for service interruptions or damage arising from:

  • An event of force majeure or a decision by the authorities.
  • An interruption to transmission lines attributable to public or private operators.
  • Abnormal or fraudulent use by the ‘Customer’ or third parties requiring the service to be suspended for security reasons.
  • Misuse of the ‘product’ by the ‘Customer’.
  • Intrusion or unauthorised access by a third party to the system, or the unlawful extraction of data, despite the implementation of security measures in line with current technical standards, the ‘Supplier’ being subject only to an obligation of means with regard to known security techniques.
  • Malfunction resulting from the presence of any viruses, malware or hostile intrusion methods.
  • A delay in the transmission of information and data, where the ‘Supplier’ is not responsible for such a delay.
  • The operation of the internet, telephone networks or internet access cables not operated by the ‘Supplier’.

The “Supplier” shall not be held liable for any consequential damages or damages not arising directly and exclusively from a failure of the services.

The “Supplier” does not guarantee the backup of data over a defined period. The “Customer” may not require the “Supplier” to restore the data.

A backup merely guarantees that data can be restored at a specific date and time; it does not guarantee that such data will not be corrupted. The “Supplier” has no obligation to ensure the integrity of the backed-up data, but rather that it can be restored in its current state.

Backups of customer data are organised by the “Supplier” according to a schedule set by the “Supplier” itself; no exceptions to this schedule may be made. For technical reasons, the times and procedures for backups are determined by the “Supplier” alone.

The backups provided by the ‘Supplier’ do not replace the legal obligations to which the ‘Client’ is subject; in particular, with regard to data archiving, this remains the Client’s responsibility and is not contractually guaranteed by the ‘Supplier’.

The “Supplier” reserves the right to suspend the service:

  • To enable technical maintenance work to be carried out on the servers and equipment.
  • At certain times during the night in order to carry out data server backups and updates.
  • In the event that the data server is unavailable, certain operational data remains stored in the equipment’s internal memory. This data is transferred as soon as the data server is operational again.

10°) Subscription period

The subscription is taken out for a period of one (1) year from the date the subscription is invoiced.

Unless terminated by either party by registered letter with acknowledgement of receipt three (3) months before the end of the current period, it shall be automatically renewed on the same terms for subsequent periods of one (1) year.

11°) Pricing

Subscription prices are set at the time of subscription and remain fixed for the duration of the subscription. They may be revised upon each renewal

12°) Assignment

As this subscription is, by express and binding agreement, of a personal nature, the ‘Customer’ may not assign its rights and obligations to any third party, in any form whatsoever, even for a short period, nor may it contribute them to a company, unless the ‘Supplier’ has expressly and previously given its written consent.

13) Specific case of transfer of the equipment by the “Customer” to a third party

In the event of the transfer to a third party (or use by a third party) of the equipment on which the ‘Product’ is installed, the ‘Customer’ must notify the ‘Supplier’ so that the latter may restrict access to the SIM card in question, in order to ensure data confidentiality. The “Supplier” cannot be held liable in this regard.

14°) Compliance with the European Data Act

All data covered by the Data Act is accessible to the customer without the need for a specific subscription. This is raw data. Any data generated by specific algorithms is not subject to the requirements of the Data Act. Only processed and complex data is transmitted via a related service. Raw data such as product faults or statuses is only available at product level and is displayed for viewing purposes only. No data relating to ASCOREL products or software falls within the scope of the Data Act.

15°) Termination

Without prejudice to any other rights, the ‘Supplier’ may terminate subscriptions at any time under the following conditions:

– if the ‘Customer’ fails to fulfil the obligations set out in these terms and conditions for subscriptions to a connected solution, the ‘Supplier’ may, after sending a registered letter with acknowledgement of receipt to the ‘Customer’, terminate these subscriptions automatically and without notice, without prejudice to any claims for damages.

– in the event of the implementation of restructuring measures affecting all or a substantial part of the “Customer’s” assets, the “Supplier” may terminate these subscriptions automatically with fifteen (15) days’ notice by sending a registered letter with acknowledgement of receipt to the “Client”.

The ‘Client’ undertakes to pay the ‘Supplier’ all sums remaining due in respect of this/these subscription(s).

16°) Disputes – Mediation – Jurisdiction

Prior to any dispute, the parties shall resort to mediation. To this end, a mediator from UDIMEC or the Grenoble ADEMS Mediation Centre shall be appointed. All disputes arising from the purchase and sale transactions covered by these terms and conditions of subscription to a connected solution shall be submitted to the Commercial Court of Vienne (38), France, which is expressly accepted by the ‘Customer’.

17°) Governing Law

All clauses contained in these terms and conditions of subscription to a connected solution, as well as all purchase and sale transactions referred to therein, shall be governed by French law.

18°) Agreement of all parties

These Terms and Conditions for subscriptions to a connected solution must be signed by all parties concerned before any order is accepted by the ‘supplier’

 

The user (if different from the customer)

With the words ‘read and approved’

Date

 

ASCOREL SERVICE TERMS AND CONDITIONS

Set out below are the specific conditions governing on-site work carried out by our team of technicians for all operations relating to Ascorel systems. Compliance with these conditions is essential to ensure that operations run smoothly and to safeguard personal safety.

 

  1. Service calls:
  • The customer must provide Ascorel with their risk prevention plan
  • An operator must be present during our work.
  • Technicians must report to the site manager to organise their assignment; they must also familiarise themselves with the safety instructions supplementing ASCOREL’s safety charter
  • Once the work is complete, they inform the site manager of the status of the job, who will approve it by signing the work order.
  • Some jobs require a handover; the client must ensure that the necessary regulatory equipment is made available in the work area.

  1. Availability of machinery
  • They must be made available to our technicians at the date and time agreed in advance.
  • No work may be carried out on the machines without authorisation.
  • Our technicians are instructed to endeavour to make their work as unobtrusive as possible, without, however, neglecting the objective of the assignment and whilst working safely. Should any obstacles be encountered, they will be obliged to suspend their work and inform the site and safety managers.

3 General Terms and Conditions for Service Provision

  • All requests for service must be confirmed in writing.
  • Work is carried out during Ascorel Services’ working hours (8.00 am to 5.30 pm, Monday to Friday).
  • Outside these hours, the following surcharges will apply:
  • 25% from 5.00 am to 8.00 am and from 5.30 pm to 10.00 pm
  • 50% on Saturdays
  • 100% on Sundays and public holidays
  • 50% for night hours from 10.00 pm to 5.00 am
  • Depending on the nature of the assignment, the operations manager may assign two technicians instead of one.
  • Any work that has been scheduled but is subsequently cancelled upon our team’s arrival on site, due to the customer (equipment not available, for whatever reason), will result in the call-out fee set out in the quotation being charged.

4 Outside the warranty period

  • Replaced parts will be new; no second-hand parts or standard replacements will be used (unless explicitly requested by the customer).
  • Labour: rates, flat fees and call-out charges are set out in the quotations; they may be revised annually.

  1. Warranty
  • See Ascorel’s General Terms and Conditions of Warranty. Valid only for items returned to Ascorel Pont-Évêque for analysis at your own expense.
  • During the warranty period, ASCOREL will replace or arrange for the repair of any parts deemed to be defective.
  • The replacement of defective parts will not extend the warranty period set out above.

 

The warranties do not cover:

  • Cable breaks, mechanical impacts, and premature ageing of fastenings due to a harsh environment.
  • Problems with the use of ASCOREL products due to a lack of operator training.
  • Vandalism, theft or damage to parts fitted to machinery
  • Natural disasters, such as lightning strikes or other natural catastrophes.
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