General terms and conditions of sale
Preambule
The Seller is a designer and producer of scientific instrumentation and custom electronic solutions. The list and description of the goods and services offered by the Company can be consulted on the website (www.caylar.net) or provided on request.
Clause #1 - Purpose
The general terms and conditions described below detail the rights and obligations of the company CAYLAR and of its client in connection with the sale of the following goods: CAYLAR Products. Any service performed by the company CAYLAR implies the unreserved acceptance of the buyer to these General Terms and Conditions of Sale. The Customer declares to have acknowledged and accepted all of these General Terms and Conditions of Sale, and if applicable the Special Conditions of Sale related to a product or service, and accept them without restriction or reservation. The Customer acknowledges that he has received the necessary advice and information to ensure that the offer meets his needs. The Customer declares to be able to contract legally under French law or validly represent the natural or legal person for whom he undertakes. Unless proven otherwise, the information recorded by the Company constitutes proof of all transactions.
These GTC apply exclusively to Customers acting as professionals (commercial, industrial, craft, professional, agricultural or institutional activity); they do not apply to consumers within the meaning of the French Consumer Code. Where CAYLAR products are used, integrated or resold by the Customer to consumer end users, it is the Customer's sole responsibility to ensure compliance with applicable obligations for that use (information, statutory warranties, safety, labelling, withdrawal rights); CAYLAR is not party to that relationship.
Clause #2 - Price
The prices of the goods sold are those in force on the day of ordering. Unless a different currency is specified in the commercial offer or quotation, they are denominated in euros and calculated without taxes. As a result, they will be increased by the VAT rate and the transport costs applicable on the day of the order. The company CAYLAR reserves the right to modify its rates at any time. However, it agrees to invoice the goods ordered at the price and in the currency indicated at the time of registration of the order.
Clause #3 - Discount
The proposed rates include rebates and rebates that CAYLAR would have to grant based on its results or the assumption by the purchaser of certain services. No discount will be granted in case of advance payment.
Clause #4 - Payment terms
Payment of orders is made by bank transfer. If specified in the quotation, when the order is registered, the Customer shall pay a down payment of 20% to 100% of the total amount of the invoice, in order to finance the supply of components and materials, and the balance is to be paid after delivery, upon receipt of the invoice, i.e. 30 days end of month. The components and materials financed in advance are marked "property of ......" (Customer concerned). Prices and payment terms are those set out in the commercial offer, the quotation, or the order acknowledgement, whichever prevails, in euros unless a different currency is specified. In all cases, CAYLAR must receive the full net invoiced amount, excluding any bank, transfer or conversion charges, which remain at the Customer's expense.
Clause #5 - Delayed payment
Invoices shall be payable in Euros upon receipt and at the latest within 30 days from the date of issue.
CAYLAR reserves the right to request penalties of delay at a rate equal to 10 (ten) % and a flat-rate compensation of at least 40 (forty) euros for recovery costs, due ipso jure, without a reminder being necessary.
Clause #6 - Title retention clause
The company CAYLAR retains ownership of the goods sold until full payment of the price, in principal and accessories. As such, if the Customer is the subject of a reorganization or a judicial liquidation, the company CAYLAR has the right to claim, as part of the collective procedure, the goods sold and remained unpaid. In this case, the payment of the invoice will have to be made in cash by bank check. Our right of claim concerns both the goods and their prices if they have already been resold (Act of 12 May 1980). Where enforceability of this clause in the country of delivery or use is subject to local formalities (registration, publication), the Customer undertakes to complete them at its own expense and to notify CAYLAR without delay of any insolvency proceedings against iOKt.
Clause #7 - Intellectual property
Trademarks, domain names, products, software, images, videos, texts, designs or more generally any information subject of intellectual property rights are and remain the exclusive property of CAYLAR. No assignment of intellectual property rights is realized through the present General Terms and Conditions of Sale. Any total or partial reproduction, modification or use of these goods for any reason whatsoever is strictly prohibited. CAYLAR products sold to the Customer shall not, without the prior written consent of CAYLAR, be subject to reverse engineering and in particular shall not be tested or analysed by the Customer, directly or indirectly, in order to establish in particular, the characteristics or composition thereof.
Clause #8 - No reverse engineering
No party, as Recipient, shall decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, techniques or algorithms in Confidential Information by any means whatever, except as may be specifically authorized in advance by Discloser in writing.
Clause #9 - Delivery
Unless otherwise specified in the offer, purchase order or a specific agreement, delivery is made under Incoterms® 2020 rule EXW (from CAYLAR's premises): the Customer bears, from the time goods are made available, transport, export/import customs formalities and duties, and any risk of loss or damage. The delivery time indicated is for information only and not guaranteed; any reasonable delay gives rise to neither damages nor cancellation of the order. In case of missing or damaged goods, the Customer must record all reservations on the delivery note upon receipt, confirmed in writing within 5 days by registered letter with acknowledgement of receipt.
Clause #10 - Warranty
Unless otherwise specified in a Special Condition, a specific agreement or a product data sheet, CAYLAR products are warranted for parts and labour for a minimum of twelve (12) months from delivery, excluding transport costs, at the Customer's expense. Certain products may carry a longer warranty, specified where applicable. The warranty covers only defects in material, design or workmanship attributable to CAYLAR, excluding normal wear, misuse, improper maintenance/installation/storage, unauthorized third-party intervention, or force majeure. It results, at CAYLAR's discretion, in repair or replacement, with no compensation, cancellation of sale or damages. Any warranty extension, in duration or scope, is a separate paid service.
Clause #11 - Force majeure
CAYLAR shall not be liable if non-performance or delay results from force majeure within the meaning of Article 1218 of the French Civil Code and recognised international trade principles (including the ICC Force Majeure Clause): any event beyond the reasonable control of the party invoking it, unforeseeable and unavoidable, preventing performance (natural disasters, epidemics, war, terrorism, strikes, government decisions, embargoes or sanctions, component shortages, supplier failure itself due to force majeure, etc.). The affected party shall notify the other in writing as soon as possible; affected obligations are suspended for the event's duration, and beyond 90 days either party may terminate as of right by registered letter with acknowledgement of receipt, without compensation.
Clause #12 - Cancellation and modification of the agreement
In case of cancellation of one of the provisions of the present agreement, this cancellation would not entail the cancellation of the other provisions which will remain in force between the parties. Any contractual modification is valid only after a written agreement signed by the parties.
Clause #13 - Governing law and jurisdiction
Any dispute relating to the interpretation and execution of these GTC is subject to French law. The parties expressly exclude application of the Vienna Convention of 11 April 1980 (CISG), including for Customers located in a state party thereto; only French domestic law, excluding conflict-of-laws rules, applies. In the absence of amicable resolution, disputes shall be brought before the Commercial Court of Evry (France), unless a specific agreement signed by both parties provides for a different dispute resolution mechanism (in particular international arbitration), which then prevails for that relationship.
Clause #14 - Language
These GTC are drafted in French and English. In the event of discrepancy, the French version prevails, the English version being provided for information only.
Clause #13 - Export Compliance
CAYLAR products may be subject to French, European and international export control regulations, including those on dual-use goods (Regulation (EU) 2021/821) and international sanctions or embargoes. The Customer undertakes to comply with these regulations and warrants it will not export, re-export or transfer products to any sanctioned, embargoed or prohibited country, entity or person without required authorisations. The Customer shall indemnify CAYLAR for any loss resulting from breach of this clause; CAYLAR may suspend or cancel any order it believes would breach these regulations.