TERMS AND CONDITIONS OF SALE – STUDIES AND ENGINEERING

ARTICLE 1 – SUBJECT

The terms and conditions herein apply to all activities, services and products sold by ELPI, hereinafter referred to as “the product”.
Any other document, and in particular catalogues or brochures, are noncontractual and are made available for information purposes only.

ARTICLE 2 – LIABILITY

ELPI products are manufactured based on data which exists and is available at the time of production (measurements of components, the premises, power sources…) as well as the technology available. The validity of documents delivered is limited to the date stipulated on these documents and in the absence of such a date remain valid for the period of one year as from the delivery.

ARTICLE 3 – LIMITATION OF LIABILITY

ELPI shall under no circumstances be held liable for the quality of the information supplied by the client. ELPI conducts its activities with professionals who are solely responsible for the verification and use of documents produced by ELPI. ELPI’s responsibility is limited to the processes carried out (studies and up to date documentation).
ELPI shall not be liable for:
- all expenses linked to implementation or modification of installations and/or components manufactured based on its plans
- all expenses linked to any production losses, late delivery penalties and/or any other unidentified or unspecified costs arising from our products or the order.
ELPI has an obligation of means. ELPI deploys all its diligence and means available to fulfil the missions it is entrusted with.
The liability of ELPI is limited to the terms and conditions stipulated in the insurance contracts it has drawn up with insurance companies. The client may obtain a copy upon request. The client considers this limitation of liability to be an integral part of the price and accepts this.

ARTICLE 4 – ORDERS - PRICE

Product orders shall be placed in writing. ELPI shall provide the client with a quote via means which include faxes or email from an identified address.
Price excluding VAT is calculated based on the information provided by the client at the latest on the day of the signature of the quote. The price includes the project laid out in the purchase order and travel expenses as well as the submission of documents ordered in their specified format.
Any cancellation is subject to a minimum period of one month. The client declares they shall inform ELPI at least one month prior to the end of the ongoing contract of the termination of the service. Failing this, the client shall pay an amount which is equal to the number of days required to make up the minimum period (excluding travel expenses).
The price also includes the rights to use, transform and implement the documents and data submitted.

ARTICLE 5 – DEADLINES

The deadlines agreed upon between the parties shall be complied with unless any further requirements or modifications are requested by the client.

ARTICLE 6 – RECEPTION OF THE PRODUCT

The client has one (1) month as from the day of delivery to file a claim concerning the products provided by ELPI. Delivery is considered to be completed once documents have been handed over to the client and the acknowledgement of delivery has been signed by the client.
Once this delay has expired, should the client not have addressed their claim in writing to ELPI, the client is deemed to have accepted the product.
All risks, and in particular loss, theft or deterioration shall be borne by the client at the time of delivery.

ARTICLE 7 – PAYMENT

Products are payable within 30 days of receipt of the invoice, without any discounts being applicable, using the payment details stipulated in the invoice, in Euros, except if any specific terms and conditions have expressly been agreed upon between ELPI and the client.
Depending on the nature of the products, partial down-payments and/or intermediary invoices may apply. The transaction shall be considered complete only once payment has well and truly been received in full.
Refusal to accept products or reservations expressed by the client do not alter the obligation to pay the price in full.
Should the payment period agreed upon by the parties not be complied with, the client shall be requested to pay the penalties which are fixed at one and a half times the legal interest rate applied to the total amount of the debt due upon expiry of the due date.
In accordance with article L.441-6 of the Code de Commerce, these penalties can be implemented as of right, upon reception of the notice informing the client that the aforementioned penalties will apply.

ARTICLE 8 – OWNERSHIP CLAUSE

ELPI retains ownership of the information and documents comprising the sale until payment in full by the client.
Until payment in full, the client may not transform, transfer, duplicate or exploit the object of the sale without first obtaining express agreement from ELPI.

ARTICLE 9 – TRANSFER OF OWNERSHIP

It is expressly agreed between ELPI and the client that transfer of the ownership of the product shall only occur once payment in full has been made. Prior to this payment, ELPI retains full ownership of the goods, and the client shall be liable for all risks as from dispatch of the product in accordance with the provisions of article 6.

ARTICLE 10 – INTELLECTUAL PROPERTY

The work carried out by ELPI is subject to author’s rights. Hence, usage, reproduction, modification or other rights are only transferred if stipulated in the order or agreement made with clients, and once payment has been made in full.

ARTICLE 11 – CLIENT ACCEPTATION

The client expressly accepts the terms and conditions of sale herein and declares they have read them in full. The client thus renounces the right to prevail themselves of any contradictory document, and in particular of their own terms and conditions of purchase..
Placing an order or accepting an offer from ELPI implies compliance with the terms and conditions of sale herein..
Only specific terms and conditions expressly accepted by ELPI may prevail over the general terms and conditions of sale herein.

ARTICLE 12 – LOYALTY - RELEASE – APPLICABLE LAW - DISPUTES

Refraining from invoking any of the clauses of the general terms and conditions herein does not entail that ELPI shall refrain from invoking these same clauses at a later stage.
Any questions relative to the application and interpretation of these general terms and conditions of sale shall be governed by French law. Any dispute involving ELPI shall come under the exclusive jurisdiction of the Tribunal de Commerce de Saint Etienne [Commercial court of Saint Etienne].

ARTICLE 13 – LOANING OF I.T. EQUIPMENT

Upon request by the client, ELPI may make I.T. equipment available to them on their premises for the duration of the project. A deposit shall be requested corresponding to the value of the equipment loaned. This deposit shall only be paid in if the equipment is not returned to ELPI at the end of the project or at the latest within two weeks of the end of the project. Subsequently to this, extra costs incurred shall be payable by the client. The deposits shall be returned after deduction of any expenses arising from repairs to the equipment which may prove necessary in the event of damage.
Insurance covering theft, fire, natural disasters and any incidents that could affect the equipment provided is the responsibility of the client, owner or tenant of the premises where of the equipment loaned by ELPI is located.