November 2021

ARTICLE 1 – SCOPE OF APPLICATION – ACCEPTANCE

TEKCELEO (RCS Grasse 821 387 396), registered at 1047 Route des Dolines, 06560 Valbonne, is a company specialized in mechatronics and piezoelectric technology.

As such, it designs, manufactures and markets products and services, and develops innovations (function, product, process) for third parties.

These general terms and conditions of sale (hereinafter the “Terms and Conditions of Sale”) apply between TEKCELEO and any customer (hereinafter the “Customer”) wishing to purchase products and/or services offered for sale by TEKCELEO (hereinafter the “Products” or “Services”).

Any Order for Products and/or Services implies full and unconditional acceptance of these General Terms and Conditions of Sale, unless otherwise agreed between the Parties.

They shall prevail over any other previous version or other contradictory documents and conditions.

These General Terms and Conditions of Sale, as well as the price list attached to the Order, are expressly approved and accepted by the Customer, who declares and acknowledges that he/she is fully aware of them.

The Customer hereby waives the right to invoke any contradictory document, including its own general terms and conditions of purchase.

ARTICLE 2 – DEFINITIONS

For the purpose of understanding these General Terms and Conditions of Sale, the terms below, beginning with a capital letter, whether in the singular or plural, shall be defined as follows :

• “Order Form” means the document summarizing the Customer’s Order for the supply of Products and/or Services sold by TEKCELEO.
• “Customer” means the customer ordering a Product and/or Service from TEKCELEO within the meaning of these General Terms and Conditions of Sale in the course of its business activity.
• “Order” means the order placed by the Customer with TEKCELEO to acquire one or more Products and/or Services offered for sale.
• “Contract” means the sales contract concluded between TEKCELEO and the Customer having placed an Order within the meaning of these General Terms and Conditions of Sale.
• “General Terms and Conditions of Sale” means these general terms and conditions of sale of TEKCELEO, which shall govern the relationship between TEKCELEO and the Customer.
• “Quotation” means TEKCELEO’s detailed and costed commercial proposal for the sale of Products and/or Services to the Customer.
• “Invoice” means the accounting document sent to the Customer detailing the amount of the sums paid or payable, exclusive of tax and inclusive of all taxes, in consideration of the sale of the Products and/or Services by TEKCELEO.
• “Delivery” means any method of actually making the Products available to the Customer.
• “Price” means the price paid by the Customer for the Order placed with TEKCELEO.
• “Products” means the products offered for sale by TEKCELEO.
• “Parties” means the parties to the Agreement, namely TEKCELEO and the Customer, each of whom shall be referred to as a “Party”.
• “Services” means the services offered to Customers by TEKCELEO (technical support, adaptation, training, design, research and development, etc.).
• “Technical Specifications” means the technical information characterizing the nature of the Products.

ARTICLE 3 – ORDERS

As part of the sale of its Products/Services, TEKCELEO shall provide Professional Customers who so request with a detailed commercial proposal in the form of a Quotation, to which these General Terms and Conditions of Sale are attached.

The information and prices provided by TEKCELEO are those in force on the date of the Order. They are firm and non-revisable during their period of validity, as indicated in the Quote.

In any event, the validity of the Quotation shall not exceed thirty (30) days.

Orders shall be confirmed and accepted by the Client by returning the duly signed Quotation.

The Customer may also send an Order Form for the Products sold by TEKCELEO.

All Orders shall be confirmed in writing by TEKCELEO, sent to the Customer by e-mail.

Any changes requested by the Customer after validation of the Order may be taken into account at the sole discretion of TEKCELEO. Such changes shall be requested in writing no later than eight (8) days following acceptance of the initial Purchase Order/Quote.

Additional supplies shall be the subject of a new offer by TEKCELEO, evidenced by the sending of a new Quotation.

ARTICLE 4 – PRICE

The Price of the Products and/or Services ordered shall be reminded to the Customer in the Order confirmation sent by e-mail.

The Price mentioned in TEKCELEO’s Quotation is based on the economic conditions prevailing on the date of the Quotation. After the date of validity of the Quotation, the Price may be updated and revised at any time according to economic and industrial conditions.

The Price is quoted in Euros (€), exclusive of tax (H.T.) and inclusive of all taxes (T.T.C.), at the applicable rate of VAT.

In the event of a change in the tax regime between the date of the Quotation and the date of invoicing, the corresponding price revision shall be applied immediately and automatically.

ARTICLE 5 – PAYMENT TERMS

All Orders shall be invoiced in the Customer’s name.

Unless otherwise specified, the Price shall be payable in full within thirty (30) days of the date of the Invoice.

Where applicable, and in particular for export Orders, payment may be made prior to the issuance of the Invoice and in accordance with the terms and conditions agreed upon on the date of the Order and set forth in the confirmation sent to Customer.

The Client may pay the Price :

• by bank transfer to the bank account indicated to the Customer on the Order confirmation or on the Invoice;
• by credit card via the secure INGENICO platform by clicking on the link which will be communicated to the Customer for this purpose.

Payment by credit card is irrevocable, except in the event of fraudulent use of the card. In such a case, the Customer is invited to contact the aforementioned payment organization in order to request the cancellation of the payment and the return of the corresponding sums according to the terms and conditions provided for this purpose.

Payments made by the Customer shall not be considered final until TEKCELEO has actually collected the amounts due.

No discount shall be granted for early payment.

In the event of default of payment in accordance with the terms and conditions indicated to the Customer, TEKCELEO reserves the right to suspend the performance of its obligations, including deliveries in progress or to come, until full payment of the Price.

ARTICLE 6 – LATE PAYMENT PENALTIES

In the event of late payment and payment of sums due by the Customer beyond the deadlines shown on the Invoice or on the schedule sent to it, where applicable, late payment penalties calculated on the basis of the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation plus ten (10) percentage points shall be automatically and by operation of law payable to TEKCELEO, without any formality or prior notice, as well as a flat-rate compensation of 40 Euros for collection costs (Article L. 441-10 of the French Commercial Code).

ARTICLE 7 – PENALTY CLAUSE

In the event of non-compliance with the provisions relating to payment by the Customer, the latter undertakes to pay to TEKCELEO, as a penalty clause, and after formal notice has remained unsuccessful, a sum corresponding to 5% of the fixed price invoiced.

ARTICLE 8 – PROVISION OF SERVICES

The Services ordered by the Customer will be provided within the time period indicated in the Order confirmation or in the Order Form.

This period shall not constitute a strict deadline and TEKCELEO shall not be liable to the Customer for any delay in the provision of the Services. The same shall apply in case of delay attributable to the Customer or in case of force majeure.

In the absence of reservations or claims expressly made by the Customer upon receipt of the Services, the latter shall be deemed to comply with the Order, in quantity and quality.

ARTICLE 9 – PRODUCT DELIVERY

Once the Sales Order has been placed, the Products are carefully packaged in a container that is appropriate for their fragility before being shipped to the client.

Delivery is made by an independent carrier. Delivery is made to the address given by the Customer at the time of the Order, and to which the carrier will have easy access.

Deliveries are made by default according to the DAP Incoterm. If necessary, Deliveries may be made according to the EXW Incoterm.

The Customer shall receive electronic confirmation of the shipment of the Order and shall be able to track the status of the shipment using the tracking link sent to the Customer.

ARTICLE 10 – DELIVERY TIMES

The delivery times that may be mentioned to the Customer are given as an indication and run from the date of confirmation of the Order.

For Deliveries outside the European Union, an additional period related to customs clearance of goods may be added to the delivery time indicated to the Customer. TEKCELEO has no control over customs clearance times, which depend on each country and/or airport of entry. In any event, TEKCELEO shall do everything in its power to reduce this time to a strict minimum.

TEKCELEO shall not be liable for any legitimate delay in the performance of its services, in particular where the delay is beyond its control.

If TEKCELEO is temporarily prevented from carrying out its services, delaying the initially scheduled Delivery date, the Customer shall be informed as soon as possible of the cause and the foreseeable duration of such delay.

TEKCELEO shall use its best efforts to perform its obligations within the time limits, in accordance with the best endeavors obligation to which it is bound.

Under no circumstances shall exceeding the delivery deadlines result in the cancellation of the Order or entitle the Customer to compensation, unless TEKCELEO agrees otherwise.

No cancellation shall be accepted in the event of delay attributable to the Customer. The same shall apply to any compensation that may be claimed as a result.

ARTICLE 11 – RECEIPT OF PRODUCTS – CLAIMS – NON-CONFORMITY

Upon receipt of the Order, the Customer is responsible for verifying that the number of packages delivered corresponds to the information on the shipping document and the Invoice.

The Customer is also responsible for verifying that the packaging is intact, undamaged and not altered in any way whatsoever.

It is the Customer’s responsibility to make any reservations and claims that he/she deems necessary, or to refuse the package, when it is obviously damaged upon delivery.

Any package that has not been the subject of reservations by registered letter with acknowledgment of receipt within seven (7) days of its receipt from the carrier, a copy of which shall be sent to TEKCELEO, shall be deemed accepted by the Customer.

Upon expiry of the aforementioned period, the Customer shall not be able to object to the external appearance of the package delivered.

The Customer is also invited to ensure that the Products delivered to it correspond to the Order placed.

In the event that the Products do not comply with the Order and TEKCELEO’s Technical Specifications (or the Customer’s specific specifications accepted by TEKCELEO at the time of ordering), the Customer shall submit his or her complaints to TEKCELEO’s customer service department by e-mail (nebulizer range: [email protected] / motor range: [email protected]), quoting the Order number and date. The customer will be asked to follow the non-conformity management procedure sent to him by TEKCELEO’s Customer Service Department.

Once the procedure has been validated, the Customer shall return the Products to the address indicated with their original packaging.

In such case the return of the package will be at the expense of TEKCELEO.

TEKCELEO shall then be responsible for resolving any non-conformities found and for returning to the Customer Products that comply with the Technical Specifications and the Order.

ARTICLE 12 – TRANSFER OF RISKS

TEKCELEO undertakes to bear the risks of storage and transport to the place of Delivery designated by the Customer.

The transfer to the Customer of the risks of loss and deterioration of the Products shall be made upon delivery of the Products, regardless of the date of the Order and payment thereof.

ARTICLE 13 – RETENTION OF TITLE

The Products ordered by the Customer shall be supplied by TEKCELEO with a clause expressly subordinating the transfer of ownership to full payment of the Price in principal and accessories, even in the event of the granting of payment deadlines.

In order to preserve its rights, and in the absence of full payment of the Price after delivery, TEKCELEO shall be informed without delay by the Customer in the event that the latter is subject to an attachment, or in the event of the opening of collective proceedings against it.

ARTICLE 14 – OBLIGATIONS OF TEKCELEO

TEKCELEO shall use its financial, human and technical resources to meet its obligations in respect of Products and/or Services ordered by the Customer.

TEKCELEO undertakes to provide the Customer with competent personnel and the necessary resources, including appropriate and up-to-date technology, to carry out its obligations in accordance with the rules of the trade.

TEKCELEO undertakes to supply Products that comply with the legal requirements in force and the contractual requirements.

TEKCELEO’s obligations in connection with the supply of the Products shall be deemed to be obligations of means.

ARTICLE 15 – CUSTOMER OBLIGATIONS

The Customer undertakes to use the Products ordered under normal conditions, without any addition or connection that does not meet the compatibility, interoperability or compliance required by the technical documentation of the Products ordered, and in compliance with TEKCELEO’s technical specifications.

ARTICLE 16 – RETURN OF PRODUCTS

TEKCELEO shall allow the Customer to return the Products ordered free of charge within seven (7) days of delivery.

No returns shall be accepted after the aforementioned period.

Any return of Products must be expressly agreed by TEKCELEO.

The Customer should contact TEKCELEO’s customer service department by e-mail (nebulizer range: [email protected] / motor range: [email protected]), quoting the Order number and date, and follow the instructions for returning the Products, which must be returned in their original packaging.

No returns will be accepted in case of use or modifications made to the Products by the Customer.

Upon receipt of the Product returned by the Customer to TEKCELEO, a refund will be made to the Customer as soon as possible.

ARTICLE 17 – GUARANTEES

17.1. – Product warranty

The Products delivered by TEKCELEO shall be covered by a warranty, as from the date of Delivery and for the period specified in the Order, covering any failure, material, design or manufacturing defect affecting the Products delivered and rendering them unfit for use.

The warranty shall be limited, at TEKCELEO’s option, to the replacement or repair of defective or defective Products.

TEKCELEO’s assumption of responsibility for a Product under this warranty shall not constitute recognition of any liability on its part, nor shall it give rise to the payment of compensation to the Customer.

17-2. – Warranty exclusions

Any warranty is excluded in case of improper storage, misuse, negligence or lack of maintenance by the Customer, as well as in case of normal wear and tear of the Product or force majeure.

The warranty shall also not apply if the Products have been subject to abnormal use, or have been used in conditions different from those for which they were manufactured, in particular in the event of failure to comply with the conditions prescribed in the instructions for use.

It does not apply either in the case of deterioration or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in the case of transformation of the Products.

Consumable products (such as batteries, cleaning fluids, hoses, etc.) are excluded from any warranty.

17.3. – Implementation of the warranty

In order to assert its rights, the Customer shall inform TEKCELEO of the defect or fault as soon as possible and following the associated after-sales service process:

• Reporting the information by email and/or via an after-sales service ticket.
• Completion of the Customer section of the 8D-Problem Resolution report provided by TEKCELEO.

Upon receipt of the completed non-conformity report, the Products may then be returned at the expense of TEKCELEO, which will send the return instructions to the Customer.

The implementation of the warranty shall be subject to prior analysis of the Products by TEKCELEO’s diagnostic support.

17.4. – Requests for non-warranty repairs

Beyond the warranty conditions provided for in the Agreement, TEKCELEO shall give the Customer the option of returning the defective Products for repair, where applicable.

In such case, the return and repair of the Products shall be at the Customer’s expense, subject to approval by TEKCELEO’s repair department and acceptance of a repair estimate.

ARTICLE 18 – INTELLECTUAL PROPERTY

TEKCELEO shall retain all industrial and intellectual property rights relating to the Products and any related technical documentation.

Under no circumstances may these elements be communicated to third parties without TEKCELEO’s prior authorization.

The Customer shall have the right to use the Products ordered solely in the context of its professional activity.

This right of use shall not entitle the Customer to reproduce all or part of the Product, in any form whatsoever and for any purpose whatsoever, on its behalf or on behalf of third parties (subcontractors, customers, etc.).

The Customer shall therefore refrain from reverse engineering the Products ordered.

ARTICLE 19 – LIABILITY

TEKCELEO shall not be liable for any direct or indirect damage whatsoever arising from loss, misuse or non-compliance with instructions by the Customer in the use of the Products ordered, such as commercial loss, loss of turnover or profit, loss of customers or loss of opportunity, loss of image, or any action brought against the Customer by a third party, even if TEKCELEO has been advised of the possibility of such damage.

ARTICLE 20 – TERMINATION

In the event that either of the Parties fails to comply with its obligations, the Contract shall be terminated by operation of law if the defaulting Party fails to remedy its default within thirty (30) days of the sending of a formal notice by the other Party by registered letter with acknowledgement of receipt.

The present contractual resolution is without prejudice to the right of either Party to claim damages through the courts as a result of the non-performance of its obligations by the other Party.

ARTICLE 21 – REVISION

In the event of a change in unforeseeable circumstances at the time of the conclusion of the Contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume the risk of excessively onerous performance may request renegotiation of the Contract from its co-contractor.

However, if the change in circumstances unforeseeable at the time of the conclusion of the Contract is definitive, the Contract shall be purely and simply terminated.

Termination for impossibility of performance of an obligation that has become excessively onerous may not occur, notwithstanding the article “Termination” for failure by a party to meet its obligations set forth above, until thirty (30) days after receipt of a formal notice stating the intention to apply this clause, notified by registered letter with acknowledgement of receipt or any extrajudicial act.

ARTICLE 22 – EXCEPTION OF NON-PERFORMANCE

It is reminded that, pursuant to Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even though it is due, if the other Party fails to perform its own obligation and if such non-performance is sufficiently serious, i.e., likely to jeopardize the continuation of the Contract or to fundamentally upset its economic balance.

The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of default sent to it for this purpose by the Party that has suffered the default, indicating the intention to apply the exception of non-performance for as long as the defaulting Party has not remedied the default noted, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of sending.

This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date and that the consequences of this non-performance are sufficiently serious for the Party suffering from the default.

This option shall be used at the risk of the Party taking the initiative.

The suspension of performance shall take effect immediately upon receipt by the Party presumed to be in default of the notification of the intention to apply the exception of preventive non-performance until such time as the Party presumed to be in default performs the obligation in respect of which a future failure to perform is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of sending.

ARTICLE 23 – FORCED PERFORMANCE

Notwithstanding the provisions of Article 1221 of the French Civil Code, it is agreed that in the event of a failure by either Party to perform its obligations, the defaulting Party shall not be entitled to request forced performance in kind.

By express derogation from the provisions of Article 1222 of the Civil Code, in the event of failure by either Party to perform its obligations, the Party suffering the failure may not itself have the obligation performed by a third party at the expense of the defaulting Party.

ARTICLE 24 – IMPERFECT PERFORMANCE

It is expressly agreed that, by way of express derogation from the provisions of Article 1223 of the Civil Code, in the event of imperfect performance of the Service, the creditor of the obligation may not notify the debtor of its decision to reduce the price of the Service.

ARTICLE 25 – PERSONAL DATA

In its capacity as data controller, TEKCELEO implements processing of personal data in the course of its business.

In accordance with the General Data Protection Regulation (EU) 2016/679 of April 27, 2016 and the Data Protection Act No. 78-17 of January 6, 1978 as amended in its current version, TEKCELEO undertakes to ensure that the processing of data carried out complies with the regulations.

The personal data transmitted to TEKCELEO by the Customer may be used for the processing, payment, management and execution of Orders. The data collected may also be used for commercial prospecting purposes.

The data collected is limited to the information strictly necessary for the accomplishment of the above-mentioned purposes. Only adequate, necessary and relevant information may be processed by TEKCELEO. It shall be kept for the time necessary to achieve the objectives pursued.

No data shall be communicated to third parties other than any business partners or subcontractors responsible for the execution of the purposes pursued by TEKCELEO.

TEKCELEO shall ensure the security and confidentiality of personal data by implementing enhanced data protection through the use of physical and logical security measures.

Any breach of personal data shall be notified to the CNIL and to the persons concerned in the event of a high risk to their rights and freedoms.

Any natural person, proving his identity, can exercise his right to access, query, limit, modify, rectify, portability and his right to be forgotten and/or delete all data concerning him.

Any natural person who can prove his or her identity also has the right to oppose the processing of personal data, as well as the right to oppose the use of such data for commercial prospecting purposes.

To exercise all the above rights, the person concerned must send his or her request, together with a copy of his or her identity document, by post to the registered office of the controller at the following address TEKCELEO, 1047 Route des Dolines, 06560 Valbonne, or by e-mail to the following address: [email protected]

The Customer may file a claim with the CNIL in the event that any of his rights are violated.

ARTICLE 26 – FORCE MAJEURE

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described in these General Terms and Conditions of Sale, results from a case of force majeure within the meaning of Article 1218 of the Civil Code.

The Party noting the event shall inform the other Party of the impossibility of performing its service without delay, and justify this to the latter.

The performance of the obligation shall be suspended for the duration of the force majeure if it is temporary and does not exceed two (2) months.

The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.

As soon as the cause for suspension disappears, the Parties shall make every effort to resume normal performance of their contractual obligations as soon as possible.

If the impediment is definitive or exceeds a period of two (2) months, the Contract shall be terminated by operation of law, without any right to compensation on either side, unless the Parties agree, where applicable, on the terms and conditions for the continuation of their relations.

ARTICLE 27 – TOLERANCE

TEKCELEO’s failure to exercise any of its rights under the General Terms and Conditions of Sale shall not be construed as a waiver of its right to bring proceedings.

ARTICLE 28 – PARTIAL NULLITY

If one or more of the provisions of these General Terms and Conditions of Sale should be considered invalid or declared as such in application of the law or of a court decision that has become final, this invalidity shall not entail the invalidity of the other provisions, which shall remain in force.

In the event of the invalidation of any provision of this Agreement, the Parties shall endeavor to negotiate an economically equivalent provision.

ARTICLE 29 – APPLICABLE LAW – SETTLEMENT OF DISPUTES

These General Terms and Conditions of Sale are governed by French law.

They are written in French.

In the event that they are translated into one or more foreign languages, only the French text shall be deemed authentic.

In the event of a dispute relating to the validity, interpretation, performance or non-performance of the Contract, the Parties shall endeavor to resolve it amicably.

In the absence of an amicable agreement, the dispute will be submitted to the exclusive jurisdiction of the Commercial Court of Grasse.

ARTICLE 30 – MODIFICATIONS – UPDATES

The version of these General Terms and Conditions of Sale currently communicated is the only version in force on the date of the Order.

TEKCELEO reserves the right to modify the content of these Terms and Conditions.

Any new version of the General Terms and Conditions of Sale shall replace the previous version and shall be binding on the Customer for any new Order placed with TEKCELEO.

ARTICLE 31 – INDIVISIBILITY

These General Terms and Conditions of Sale, the Quotation and/or Order Form, signed by the Customer, shall be valid on the date of their signature and shall form an indivisible whole in the minds of the Parties, defining the contractual framework established by an Order.