These General Terms and Conditions of Sale (GTC) apply to all sales of products and services between INDEO EUROPE (hereinafter “the Seller”) and its customers (hereinafter “the Buyer”), unless otherwise expressly agreed in writing. Any order implies full and unconditional acceptance of these GTC, which take precedence over any document provided by the Buyer, including the Buyer’s own general terms and conditions of purchase.

The seller’s offers are valid only for the period specified in the quote. Unless otherwise specified, offers are valid for 15 days.

An order is not considered final until the seller has accepted it in writing, even if a purchase order has been issued. The payment of a deposit does not imply tacit acceptance of the buyer’s order.

The seller shall not accept any cancellation initiated by the buyer; in any event, any deposits paid shall be retained by the seller, without compensation for any related costs or damages arising from any cause or loss suffered by the buyer, including costs related to the suspension or cancellation of an ongoing project.

The deadlines begin upon receipt of the written purchase order and the accurate data provided.

The deadlines provided are for informational purposes only and do not constitute a firm commitment. The seller will use all means at its disposal to minimize any damage. In the event of damages, the seller agrees to limit the buyer’s liability to all direct costs of the transaction, and the buyer agrees to provide all necessary signatures on the relevant declarations. Under no circumstances shall the seller be held liable for penalties imposed by the operator regarding structural work obligations. The seller shall not pay any compensation:

In the event that the buyer fails to comply with the payment terms.

In the event that the information to be provided by the buyer is not received in a timely manner.

In the event of force majeure, such as war, revolution, lockout, requisition, fire, flood, travel ban, transportation disruption, loss or theft of data or documents, software, or any other cause beyond INDEO’s control.

Neither party shall be held liable for failures resulting from events of force majeure, as defined by law.

In the event of shipment by carrier, the risk of loss or damage to the product passes to the buyer upon the first movement of the goods. Upon delivery to the designated address or upon acceptance of the work, the buyer must immediately verify the goods; any non-conformity detected must be reported within five days, with specific reservations noted at the time of signature. No compensation will be granted after the buyer has signed a test sheet without reservation. The delivered goods are deemed compliant and cannot be exchanged, regardless of the timeframe.

In accordance with Article L624-16 of the Commercial Code, the Seller retains full ownership of the delivered goods until full payment of the principal amount, fees, and incidental charges has been made.

The prices of the goods sold are those in effect on the date the order is placed. They are listed in euros and calculated exclusive of taxes. Consequently, they will be increased by the applicable TGC rate and shipping costs on the date of the order. The seller reserves the right to change its prices at any time. However, the seller agrees to invoice the ordered goods at the prices indicated when the order was placed.

Unless otherwise specified, invoices are payable in accordance with the payment terms indicated on the order. All payments are due at the Seller’s headquarters. In the event of non-payment by the due date, and unless an extension is granted by the Seller, late payment penalties will be applied. The penalty rate is set by law at three times the statutory interest rate in effect on the due date. This penalty is due without the need for a reminder. Any late payment automatically gives rise, in addition to late payment penalties, to a lump-sum indemnity of €40 payable to cover collection costs.

Upon order placement, published prices and amounts are set based on the current exchange rate. However, prices, shipping and insurance rates, and values in effect on the date the buyer accepts the order may be revised and documented. The seller reserves the right to reflect changes in these rates on the invoice. These rates will remain in effect and may affect various components of the invoice total.

Any return of products, whether in whole or in part, must be expressly approved in advance by the seller in writing, within 8 hours of such approval, and at the buyer’s expense. The products must be returned in perfect condition, in their original packaging, and with all their accessories included.

The seller’s warranty covers defects in software or platform software. It covers the replacement of the part or software, with procedures carried out in accordance with the manufacturers’ terms and conditions, as well as on-site service calls and travel related to a defect during the warranty period; however, software-related issues are covered by the terms and conditions set forth in a maintenance contract that the buyer may choose to enter into.

The warranty provided by the seller may apply only in cases of normal use of the equipment and does not apply to internal computer hardware specifications. Under no circumstances shall the warranty cover defects resulting from misuse. The buyer agrees to indemnify the seller against any claim for which the seller may be held liable. This includes, but is not limited to, any repairs that may be required, or any claims for compensation or damages related to malfunctions, regardless of their nature or extent, and in no event shall such claims affect the duration or performance of the contract or order.

The seller disclaims all liability for any advice or services provided by the broker, as well as for any failure by the buyer to make payments to the lessor. Notwithstanding Article 11, any dispute arising from a financing or leasing transaction involving the financial institution (the lessor) shall fall under the exclusive jurisdiction of the courts of Lorient.