(May 2024 edition)
LEROY AUTOMATION
250 Max Planck Street
31670 LABEGE – FRANCE
These General Terms and Conditions of Sales (“GTC” ) apply to any sale of hardware, software (embedded or not, excluding software which would be specifically developed for the Customer) as well as any provision of services (such as modifications to the Products and/or development of specific functionalities, training and maintenance of the Products) provided by LEROY AUTOMATION SAS (“LEROY”) (the hardware and software being referred to as the “Products”, and the provision of services the “Services”) to its customers (hereinafter individually, the “Customer (s)”).
Unless specifically agreed otherwise, the Products are installed by the Customer and under his sole responsibility.
LEROY reserves the right, at any time and without notice, to make any modification to the Products that it deems necessary, particularly linked to technical developments.
These General Terms and Conditions of Sales (“GTC”) constitute the sole agreement between LEROY and its Client (hereinafter collectively referred to as the “Parties”). The Customer declares to have perfect knowledge and understanding of these General Terms and Conditions of Sales and acknowledges having accepted them without restriction or reservation, after having discussed them and having been able to negotiate them with LEROY. The Customer acknowledges that he has received the necessary advice and information to ensure the suitability of the Products and/or Services to his needs. Any order issued by the Customer or any acceptance of a sales offer established by LEROY implies unreserved acceptance of these General Terms and Conditions and necessarily the waiver by the Customer of taking advantage of its own possible general conditions of purchase or of invoking any contrary provision herein. The General Terms and Conditions may be modified or supplemented by special written conditions, previously accepted by the Parties.
1. PURCHASE ORDER
The proposals (“Offers”) are valid for a period of thirty (30) days taking effect on their date of communication to the Client. They cannot bind LEROY before formation of a contract or acceptance by LEROY of the order stating their terms. Orders issued, once accepted by LEROY, are firm and non-cancellable. Any request for modification of the order (in particular in the characteristics of the Products and/or Services), provided that it is accepted by LEROY, must be the subject of an amendment or an additional order which must in particular and if applicable, specify the impacts in terms of cost, quality and deadlines for the Client. LEROY will not be held to any obligation in the absence of agreement on the terms of the modification, the conditions relating to the initial order then continuing to bind the Parties.
When authorizations or formalities, in particular import or export control, are required for importation into the country of delivery or for payment of the Products sold, their obtaining or their completion in good time is the responsibility and under the The entire responsibility of the Customer who must nevertheless inform LEROY at the latest concurrently with the order.
2. TOOLS
Unless otherwise stipulated, the tools produced by LEROY or its subcontractors (equipment, machines, molds, prototypes, etc.) remain the property of LEROY and/or its subcontractors as an integral part of its/their means of production. respective parties and its/their intellectual property, even in the event of financial contribution from the Client and/or contribution from the Client to the definition of specifications. Any financing by the Customer to cover all or part of the cost of manufacturing the tools does not authorize the Customer to request transfer to another supplier without LEROY’s agreement nor to restrict production by LEROY and/or or its subcontractor of products from said tooling for other customers. The tools must remain marked at all times with the name LEROY exclusively.
3. DUTY OF COOPERATION AND OBLIGATION OF INFORMATION
The Customer undertakes to provide LEROY with all documents and information necessary for LEROY to assess the Customer’s needs, ensure the development and/or delivery of the Products and the execution of the Services. The Customer will appoint a single contact person with the skills, experience and authority necessary to, in particular, express their needs precisely and clearly so that they can be taken into consideration by LEROY, ensuring that any ambiguity or imprecision relating to the information communicated by the Client is removed or clarified by the Client without delay, allocate sufficient and competent resources in good time to meet LEROY’s needs and carry out the validations and approvals which are the responsibility of the Client within the allotted time limits. The Customer further acknowledges, in his capacity as a professional with the necessary skills and resources, to assume responsibility for his choices with regard to the Products and/or Services, according to his abilities and needs.
4. DELIVERY – DEADLINES
Unless otherwise agreed in writing by mutual agreement, execution times are from receipt by LEROY of the deposit referred to in article 5, and have only an indicative value, it being understood that LEROY undertakes to make its best efforts to comply with said deadlines. By express agreement, no delay will entitle you to cancellation of the order, retention or compensation in any form whatsoever. Complaints regarding apparent defects or non-conformity of the Products must be made in writing by the Customer within ten (10) calendar days following the delivery date. After this period and without notice from the Customer, the Products will be deemed to have been accepted without reservation.
Unless otherwise stipulated in the written acceptance of the order and notwithstanding the retention of title stipulated in article 6, the risks relating to the Products (including the risks of loss or destruction) pass to the Customer upon departure from the Factory or, for sales outside France, in accordance with the Incoterm “FCA Labege F-31670, France” (Incoterms CCI 2020), even in the case where the shipment is carried out by LEROY on behalf of the Customer.
In the event of failure by the Customer to take delivery of the Products on the agreed date and delivery point, LEROY will invoice the Customer for the Products on the agreed delivery date and will be able to invoice all storage costs for the Products including related until the date of taking delivery of the goods by the Customer.
If the Products are subject to export restrictions (legal, administrative or contractual), their delivery will be conditional on receipt by Leroy of (i) the declaration of end use to be issued by the Customer and (ii) obtaining the export license.
5. FINANCIAL CONDITIONS
Prices are understood, unless otherwise agreed, in euros, excluding taxes and taxes of any kind, the VAT applicable on the day of invoicing being added in addition. Unless otherwise provided, a deposit of thirty percent (30%) of the total price is due and payable when the order is placed, the balance of the Products being invoiced upon delivery . In the absence of specific agreement, the Services are, for their part, invoiced monthly in arrears. Invoices are payable forty-five (45) days from the invoice date, by transfer, without discount, even if the execution of the order gave rise to a complaint or dispute.
Accommodation and travel expenses, outside the Toulouse region, are invoiced in addition.
For certain export Customers, LEROY may require either cash payment before delivery, or the provision of a documentary credit or another irrevocable guarantee confirmed by a bank approved by LEROY.
In application of the applicable regulations, any late payment will give rise automatically and without any formal notice being necessary to the payment of late payment penalties based on the ECB rate applicable to its refinancing operation increased by ten (10) points and the payment of a lump sum compensation for recovery costs in the amount of forty (40) Euros per unpaid debt, without prejudice to the possibility for LEROY to suspend the execution of its obligations and/or any action that LEROY would be entitled to take action in this capacity against the Customer.
The Products and Services are provided at LEROY’s prices in effect on the day the order is placed or, where applicable, its Offer. Prices are subject to review at any time. Revisions are applicable with immediate effect.
6. RESERVATION OF PROPERTY
The Products remain the entire and exclusive property of LEROY until payment of all sums due to it, in principal, accessories and interest. Until full payment, the Customer must take all useful measures to (i) ensure that the Products delivered are stored in good conservation conditions and in such a way as to clearly identify them as Products belonging to LEROY, so that they are individualized and cannot be confused with products from other suppliers, (ii) safeguard LEROY’s rights over said Products and (iii) immediately inform LEROY of any third party claims relating to these Products. The Products cannot be transferred, resold, pledged, or more generally, be the subject of rights conferred on third parties. In the event of late payment of all or part of any invoice and without prejudice to any other rights, LEROY expressly reserves the right to take back the goods. The Customer will be required to return the Products in appropriate packaging, at their own expense and risk, to LEROY upon first request.
7. GUARANTEES
7.1 The studies, demonstrators and prototypes are returned as is, without warranty of any kind. They cannot under any circumstances be the subject of commercial exploitation and are used at the Client’s own risk, for evaluation purposes only.
The transport costs of the Products and associated risks remain the responsibility of the sender. The benefit of the guarantee is lost in the event of (i) non-compliance with the instructions for use, (ii) interventions carried out by the Customer or by a third party, (iii) an association, combination, integration of the Products with equipment and/or software not provided or not approved by LEROY (iv) normal wear and tear of the Products, (v) negligence, lack of maintenance, shock or fall, (vi ) a defect attributable to the Customer or third parties, (vii) a case of force majeure. Likewise, the guarantee does not apply to apparent defects which must be invoked by the Customer under the conditions referred to in article 4 of these General Terms and Conditions.
Services: LEROY is bound by an obligation of means regarding the delivery of the Services and guarantees that they will be carried out by experienced personnel and according to the rules of the art.
Subject to legal provisions, any guarantee other than those described above is expressly excluded. The implied warranties of merchantability, fitness for a particular purpose or achievement of an objective set by the Customer and all other warranties, representations and conditions, whether express or implied, arising from law , professional use or in any other way are expressly excluded.
8. CONFIDENTIALITY – ADVERTISING
Offers, contracts, documents, information or data of any nature and on any medium, including samples, studies and prototypes whatsoever (the “ Information ”) communicated by one of the Parties to the other before and during of the execution of the order or of which the other Party is aware are by nature confidential. This Information may not be subject to any disclosure to third parties, and must only be used by the Receiving Party for the sole purpose of establishing and/or evaluating the Offer and then, where applicable, to perform the resulting services . Consequently , each of the Parties undertakes to preserve the confidential nature of the Information and not to reveal it or leave it available to third parties (except its affiliated companies, advisors and financial experts or subcontractors who need to know it . ) and to take precautionary measures at least similar to those it usually observes for its own confidential information. Not considered confidential is information (i) obtained by one of the Parties independently and in good faith through independent internal developments carried out by members of its personnel who have not had access to the Information , (ii ) already known to the receiving Party at the time of their communication, (iii) transmitted to the receiving Party with express dispensation from the obligation of confidentiality by the sending Party , (iv) accessible to the public on the date of their communication by the Party transmitting to the other Party, or which would come to be after this date and without fault of the receiving Party , or (v) provided to the receiving Party without obligation of confidentiality by a third party legitimately holding it . The provisions of this article will remain in force for a period of five (5) years following the date of issue of the Offer or, where applicable, following the expiration of the resulting order . Upon express written request from the Client upon entry into force of the order, LEROY undertakes not to make any public communication on the work carried out on behalf of the Client. However, LEROY may refer to the project for commercial reference without revealing any Information belonging to the Client.
9. INTELLECTUAL PROPERTY
9.1 Plans, drawings, sketches, molds, plates, manufacturing diagrams, models, specifications, technical and commercial nomenclatures, methodologies, test results, catalogs, brochures, notices, patents, software, models and drawings, know-how, notes and in general, all documents and all written or verbal information communicated to the Customer will remain the exclusive property of LEROY. No license of all or part of these rights is granted to the Customer for the sale of the Products and/or provision of the Services. Any copy, decompilation, reverse engineering, modification, evolution or adaptation of any kind whatsoever of the Products, technologies or programs which compose them or their association/integration/combination with other equipment or components or software not provided by LEROY or without its agreement, in whole or in part, or the sublicensing of software embedded in the Products is strictly prohibited.
9.2 LEROY undertakes to indemnify the Customer against any complaint of infringement of published patents of third parties alleging that the Products, when used in accordance herewith, infringe the published patents of a third party, excluding studies, demonstrators and prototypes for which no guarantee of infringement is granted, provided that the Customer (i) immediately informs LEROY in writing of any complaint or action against it, (ii) cooperates with LEROY in order to provide it with the elements necessary for its defense (iii) leaves LEROY in control of its defense and all associated negotiations, subject to possible additional defense by the Customer at its own expense and (iv) makes no admission as to the infringement third party patents which may be prejudicial to the contestation of said complaint or action.
In the event that a court comes to a definitive judgment that the Products infringe an industrial property right belonging to a third party, LEROY will, at its expense, choose between one of the following solutions: (i) obtain the right for the Customer to continue to use the Products, (ii) substitute equivalent equipment or elements for the Products or part in question, (iii) modify the incriminated Products so that they are no longer in violation or (iv) terminate the order and take back the incriminated Products from the Customer at a price equal to that at which they were purchased , reduced by a determined amount of by mutual agreement based on their depreciation for amortization. The above-mentioned guarantee will not apply to any complaint or claim, whatever it may be, which is based on one of the following grounds: i) compliance by LEROY specifications or instructions from the Customer, ii) the use of the Products other than that for which they were intended, (iii) the installation, use or combination of the Products with possible downloads, element, software and/or or product not supplied by LEROY or with any brand of the Customer and used and/or affixed to the Products, (iv) the operation of the Products outside the country of delivery carried out by LEROY or (vi) the modification of the Products by the Customer or by a third party.
10. PERSONAL DATA
Each Party is responsible for processing the personal data of the other Party that it may be required to collect and/or process (as these terms are defined in the General Data Protection Regulation (EU) 2016/679 (hereinafter “the GDPR”) and undertakes to comply with the regulations in force applicable to the processing of personal data.
11. RESPONSIBILITIES
The studies, demonstrators and prototypes are provided as is, LEROY disclaiming any responsibility towards them.
Unless otherwise provided by law, and subject to the provisions of the first paragraph, LEROY’s liability may only be incurred for violation of the essential obligations herein and only for direct and certain damages suffered by the Customer and exclusively attributable to LEROY, within the limit amounts actually paid by the Customer to LEROY. Compensation for any indirect and/or immaterial damage (consecutive or not), such as moral damage, damage to brand image, loss of business, profits or turnover is therefore expressly excluded. business, loss of customers or data, and in general, any loss of a financial or commercial nature. These limitations and exclusions will apply even if the possibility of such damages was known or could reasonably have been known to LEROY.
12. FORCED EXECUTION IN KIND – NO PRICE REDUCTION
By way of derogation from article L1221 of the Civil Code , the parties suitable that in case of breach of one or other of the parties to its obligations, the Party victim of the default will not be able to request forced execution.
Furthermore, the parties agree to expressly exclude the provisions of article 1223 of the Civil Code relating to the proportional reduction of the price in the event of imperfect performance of the contract.
13. FORCE MAJEURE
The obligations of each Party will be suspended, and their liability will not be incurred, in the event of the occurrence of unrelated events . at the will of the affected Party, which the latter could not reasonably foresee and which it could not reasonably avoid or overcome, to the extent that the occurrence of such events prevents the party concerned from performing its obligations under conditions normal. Force majeure events include fire, flood, earthquake, war declared or not, riot, general strike or strike of third party suppliers of parts or services required for the execution of the contract. An order, transport difficulties, the impossibility of being supplied with raw materials, production stoppages due to fortuitous breakdowns, epidemics, shortage of raw materials and/or components, or disruption of supply , acts of public authority. In such circumstances, the prevented Party undertakes to notify the other Party, in writing and as soon as possible of the date of occurrence of the event. If the force majeure event were to last more than sixty (60) days, the Parties will meet to decide by mutual agreement the fate of the order, without either party being able to claim damages and interests. The Customer must take delivery and must pay for all Products manufactured up to the date of termination and compensate LEROY for all other costs and expenses already incurred under the conditions of article 1 (cancellation/termination of order).
14. SUBCONTRACTING – ASSIGNMENT
14.1 LEROY is free to subcontract all or part of its obligations resulting from an order .
14.2 The assignment or transfer by one of the parties to a third party of all or part of the rights and obligations resulting from an order is subject to the prior written authorization of the other Party. Notwithstanding the foregoing, each Party is authorized, subject to prior informing the other Party, to assign all or part of its rights and obligations to any legal entity that it controls or which is controlled by a common entity at the same time. meaning of article L 233-3 of the Commercial Code.
15. EXPORT CONTROLS AND INTERNATIONAL SANCTIONS
15.1 The Parties undertake to comply with applicable export control laws and regulations. These include, but are not limited to, European, French and American laws and regulations.
15.2 The Customer is considered the end user and is required to sign any document to this effect.
15.3 The Customer undertakes to take due diligence measures, not to re-export the goods to countries placed under an embargo imposed by a decision or common position adopted by the Council or in a decision of the Security Organization and Cooperation in Europe (OSCE) or imposed by a binding resolution of the United Nations Security Council, by the United States or by France as well as not to resell the good to a third party commercial partner who does not take responsibility for commitment not to re-export to said countries under embargoes.
15.4 Violation of these provisions constitutes an infringement of an essential element of these General Terms and Conditions and entails the liability of the Party which has violated it.
15.5 In the event that the Client finds himself placed on a sanctions list of American (including BIS or OFAC), European (including EU Council and OSCE) or French origin, LEROY reserves the right to terminate the contract without penalty.
16. NULLITY
In the event that one of the clauses of the General Terms and Conditions and/or the order is declared void, the Parties will endeavour to negotiate an economically equivalent clause and the other provisions will continue to have their effects.
17. APPLICABLE LAW – DISPUTES
These general conditions are subject to French law, excluding its conflict of law rules. For sales outside France, the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna (Austria) on April 11, 1980 is inapplicable.
Any dispute relating to the validity, interpretation, execution or non-execution, interruption or termination of an order which is not settled amicably will be submitted, prior to any legal proceedings, to a mediator appointed at the request of the most diligent Party by the CMAP (Toulouse Mediation and Arbitration Center) and acting in accordance with its regulations. The mediator’s costs and fees will be divided equally between the parties. If and to the extent that the mediation procedure has not been concluded within ninety (90) days of its initiation, or if either party refrains from participating or ceases to participate in said procedure, the dispute will be subject to the exclusive jurisdiction of the Courts of Toulouse, including in the event of summary proceedings, nullity action, multiple defendants or warranty claims.
No action whatever its form relating to any obligation referred to herein may be brought by the Client more than two (2) years after the occurrence of the event conditioning said action.
