I – PURPOSE OF THE AGREEMENT

These general terms and conditions of sale (GTCS) govern all contractual or pre-contractual commercial relations, which consist of the supply of equipment with or without installation (sales), or the performance of on-site services of any kind for the customer.

Unless specifically agreed otherwise in writing, the act of sending an order by the Customer implies its acceptance of these GTCS. To be valid, all clauses derogating from or supplementing these GTCS must be accepted in advance and in writing by DV GROUP.

II – DEFINITIONS

«Equipment» means all assemblies and sub-assemblies made up of physical elements (motor, cabinet, digital terminals, computers, etc.).

“Software» means any programs, procedures, rules and documentation related to the operation of data processing by a machine.

“Hardware” means all hardware and software within the same installation and subject to this contract.

III – EFFECTIVE DATE OF THE AGREEMENT

This contract takes effect upon the signature of the purchase order, and its being accepted by DV GROUP.

Offers are valid for the length of time indicated on the purchase order.

IV – CANCELLATION

This contract thus concluded may not be cancelled by the customer without the written agreement of DV GROUP. In the event of cancellation by the customer, DV GROUP will retain the down payment as compensation.

In the event that no down payment has been made by the customer, DV GROUP reserves the right to claim compensation of no less than 50% of the contract amount, without prejudice to the reimbursement of all costs incurred.

V – MODIFICATION

DV GROUP reserves the right to make changes linked to technical developments, as long as this does not change the price and does not affect the quality of the equipment.

VI – DOCUMENT OWNERSHIP

All plans, drawings, diagrams and any document relating to the design and construction of hardware and software, as well as any technical or commercial information provided as part of the offer or the contract, shall remain the property of DV GROUP and/or its suppliers. These may not be reproduced or communicated to third parties without the prior written agreement of DV GROUP and/or its service providers.

VII – PERFORMANCE PERIOD

The performance period begins when the order, which has been signed by the customer, is approved by DV GROUP.

DV GROUP is automatically released from any commitment relating to the performance period in the following circumstances:

1 – If the Customer does not comply with the terms of payment, in particular in the event of non-compliance with the payment provided for when placing the order,

2 – If the information relating to settings, documents or services provided by the customer is not delivered in a timely manner.

This includes all the technical information required by DV GROUP for the reuse of existing Equipment and/or software in the condition in which it was sold.

3 – In case of force majeure or an event that falls outside the responsibility of DV GROUP or its suppliers,

4 – In the event of a delay or failure by the Customer to make equipment, technical premises and/or services available to operators,

5 – If the customer has not completed the preparatory work on time,

6 – In the event of non-compliance with the environment or entry into service of which the customer is deemed to have become aware,

7 – If the customer has changed the volume or nature of the work.

Installation takes place during working hours. Any interruption of work by the customer may result in an additional amount being invoiced.

VIII – DELIVERY

– Equipment shall be delivered to the address indicated upon signature of the contract.

– The customer reassumes responsibility for the service and/or equipment upon completion of the delivery.

– The customer is required to check the condition, content and number of packages at the time of delivery.

IX – CLAIMS

Upon receiving the equipment, the customer must inform DV GROUP of any reservations, by registered letter, within 3 days of receipt.

It must provide DV GROUP with the opportunity to check and remedy any defects. The customer shall refrain from using itself or third parties to repair any defects.

No returns will be made without the authorisation of DV GROUP, with such returns being made at the customer’s expense and risk.

The return of all or part of the equipment does not release the Customer from its obligations to pay. Furthermore, in the event of a return, the Customer may opt for the replacement, repair, reimbursement or deduction to be included in the next invoice, at its convenience.

X – WARRANTY

Our equipment is subject to the manufacturer’s warranty against any manufacturing defect. Repairs are guaranteed for a period of 6 months, unless special conditions apply, from the date of delivery or dispatch. The warranty is limited to the repair and/or replacement of parts, and/or items recognised as defective by our technical services. The warranty is exclusive and does not apply to parts subject to normal wear and tear (cords, batteries, accumulators, lamps, etc.).

The repair, modification or replacement of parts during the guarantee period may not result in the warranty period being extended, and may not be invoiced by DV GROUP.

This warranty cannot be invoked by the customer to obtain the exchange or replacement of parts in the following cases:

– improper use or non-compliance by the Customer in regard to the operating, installation and environmental conditions recommended by DV GROUP or one of its suppliers,

– any fault that does not result from the equipment,

– repairs carried out by the Customer, or by a third party, without the prior written agreement of DV GROUP,

– a use other than that stipulated in the contract,

– a mandatory change in line with regulations,

– the removal of the equipment’s serial number or identification mark, etc.

– damage and deterioration following theft, vandalism or natural disasters.

XI – PROVISION OF SERVICES

1 – Performance

The Customer agrees to provide free access to the premises and to make available the equipment or material necessary for DV GROUP to provide its service in a proper manner (including an electrical supply that complies with existing standards, an enclosed and covered premises, etc.),

DV GROUP will only start the installation after ensuring that the electrical networks and operator networks comply with the standards in force and the environmental conditions required by the manufacturer(s).

Otherwise, the customer will be responsible for ensuring compliance and the works will only begin once this compliance is in place.

2 – Training

DV GROUP agrees to provide the Customer’s staff with training on the product or installation:

User training:

This is a brief training course aimed at people for whom the product or equipment is a regular work tool.

XII – PRICE

The prices of goods and services are those in force on the date the order is placed. They are given in euros, and do not include taxes.

Consequently, they will be increased by VAT, transport costs, and any specific related costs (customs duty, local tax in the case of exports, special packaging, etc.) applicable on the date the order is placed.

DV GROUP reserves the right to modify its prices at any time, while undertaking to invoice the goods ordered at the price in place at the time of the order being recorded.

XIII – PAYMENT AND DELAY

Unless otherwise agreed, invoices are payable in cash by the buyer. Any delay in payment shall automatically result, from the day after the late payment date mentioned in the invoice, and without the need for formal notice, in payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, as well as a lump-sum recovery fee of €40.

XIV – ADDITIONAL SERVICES

Services are strictly limited to those described in the contract. However, if the Customer requests any other supplies or services, these shall be subject to mutual agreement and confirmed by the signing of an amendment or an appendix to the contract.

XV – OWNERSHIP

Under the terms of law 80-335 of 12 May 1980, DV GROUP reserves the right of ownership of goods until such time as payment in full is received.

In this respect, if the customer is subject to court-ordered administration or liquidation, DV GROUP reserves the right to claim the goods sold for which payment remains outstanding, either in whole or in part, as part of any insolvency proceedings.

XVI – LIABILITY

DV GROUP shall exercise due care with regard to the Customer, but may not be held liable for failure to do so. It agrees to perform the obligations arising from the contract in good faith .

In addition, DV GROUP will not be held liable in the event of the reinstallation of equipment that could cause loss of information or power.

XVII – GOVERNING LAW – JURISDICTION

These general terms and conditions of sale are governed by French law.

For any difference or dispute concerning the validity, interpretation or performance of the contract (present in these general terms and conditions of sale), both parties shall endeavour to reach an amicable agreement. Otherwise, the dispute shall be settled by the Commercial Court of Arras.