General Terms and Conditions of STRATON AUTOMATION
FIELD OF APPLICATION
1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) shall govern the business relationship between STRATON AUTOMATION, acting as a contractor (hereinafter referred to as “Contractor”), and the customer (hereinafter referred to as “Customer”). Only the version valid at the time of the conclusion of the contract shall be binding.
1.2. The GTC shall apply to all services and deliveries, as well as to deliveries of equipment and software; however, for the latter, they shall only apply in the absence of a separate agreement concerning software.
1.3. Any changes or extensions to these GTC shall only apply if they have been expressly agreed in writing between the Contractor and the Client.
1.4. Any general terms and conditions that deviate from, supplement or contradict these GTC, even if known to both parties, shall not become the subject of the contract unless their validity has been explicitly approved by the Contractor in writing.
CONCLUSION OF THE CONTRACT
2.1. Offers made by the contractor are subject to confirmation and are not binding.
2.2. The contract shall only come into effect after a written order confirmation has been issued or, if applicable, after the Contractor has started to execute the order.
2.3 In the event of failure to perform the contract for a reason attributable to the client, the contractor reserves the right to charge the client an amount equal to 15% of the net order amount. Any recourse to a court of law to obtain a reduction of the penalty amount is excluded. Irrespective of this provision, the contractor reserves the right to charge the actual amount of the damage, i.e. the damage exceeding the amount of the contractual penalty.
DELIVERY AND TRANSFER OF RISK
3.1 All deliveries of goods or services by the Contractor shall be made from Echirolles (the Contractor’s registered office) at the expense and risk of the customer. The risk shall pass to the customer from the moment the delivery item is available for shipment or collection or handed over to the shipping agent or, if applicable, to the individual or establishment in charge of the shipment.
3.2.Transport insurance shall only be taken out at the customer’s express written request and at the customer’s expense.
3.3 In the absence of an agreement for full delivery, the contractor reserves the right to make partial deliveries.
3.4. Delivery times must be expressly agreed in writing. A delivery date shall be determined by both parties, taking into account unforeseeable circumstances beyond the control of the parties, including, but not limited to: force majeure, hostile acts, interference by government agencies, difficult traffic conditions, lack of manpower, labor disputes or failure of third party suppliers to fulfill their obligations to the contractor. Such cases of force majeure entitle the contractor to extend the delivery period by the duration of the disruption caused by the aforementioned events or to withdraw from the contract.
3.5. If the dispatch of goods ready for dispatch cannot be carried out without the Contractor’s liability, or if the dispatch of the goods is not desired by the customer, or if the goods are refused by the customer, this shall constitute a failure of acceptance on the part of the customer. In this case, the contractor reserves the right to store the goods at the expense of the customer; the delivery will then be considered as having been made. This will not lead to any change in the terms of payment.
3.6. In the event of a delay in delivery attributable to the contractor, the customer shall not be entitled to claim damages if the aforementioned delay is solely due to slight negligence on the part of the contractor. If the agreed service cannot be provided, e.g. due to a halt in production or deliveries by the Contractor’s suppliers, or because the agreed service has become economically unaffordable for the Contractor, the Contractor shall be released from his contractual obligations and shall not be liable to pay damages.
4.1. Invoices issued by the Contractor shall be collectable in accordance with the terms and conditions set forth in the bid. Payment shall be deemed to have been made on the date on which the Contractor can dispose of the invoiced amount without loss. Any discounts, rebates and/or reductions are only applicable in case of timely payment by the client. In the event of insolvency (liquidation, bankruptcy), such discounts, rebates and/or reductions will be cancelled.
4.2. The contractor reserves the right to issue interim invoices. In this case, the stipulated payment conditions shall apply in the same way.
4.3 In the event of late payment, the contractor reserves the right to charge default interest at the statutory base rate plus eight percent per annum. The client shall then be obliged to pay the appropriate and necessary costs (dunning and collection costs) charged by the collection agency or law firm responsible for collecting the claims. The contractor explicitly reserves the right to claim damages in excess of the above-mentioned damages.
4.4. Bills of exchange and cheques will only be accepted in settlement in accordance with a special agreement. Any costs associated with the acceptance, discounting or other transactions will be borne by the customer.
4.5. If the Client is in full or partial default of payment of a due invoice, or if bills of exchange and checks written by the Client are not paid upon presentation, the Contractor reserves the right to accelerate the collection of claims from other contractual relationships or orders without delay. In the event of non-payment by the customer, the contractor reserves the right to withdraw from any current contracts, even if they have been partially fulfilled, after granting a grace period of 10 days; the customer is not entitled to any compensation for this.
4.6. If payment by instalments has been agreed and one of the instalments is not paid on time or in full, the payment deadlines for the remaining instalments will be cancelled.
4.7. The customer is not entitled to assert claims of any kind against the contractor’s claims. Furthermore, the customer is not entitled to delay payments due to incomplete delivery, warranty claims or complaints about possible defects.
RESERVATION OF OWNERSHIP, COPYRIGHT AND RIGHT OF USE
5.1. The retention of title applies to all services and deliveries provided by the contractor until full payment has been made for all claims arising from the current business relationship between the contractor and the client.
5.2 In the event of delivery and payment of the software, only the right of use is acquired, not the ownership of the program. The programs remain the property of the author and/or the contractor. The program may only be used on a computer system that complies with the conditions of use. No reproduction (or copying) of the programs may be made, except for reproductions (or copies) to ensure data security. The person acquiring the right of use and/or the customer(s) undertake(s) not to pass on the programs to a third party or to hand over the programs in any form whatsoever. Exclusive licenses to use the programs shall not be transferred to other users without the consent of the contractor. The same provisions regarding reproduction (copying) and transfer apply to program manuals and other documents.
WARRANTY, LIMITATION OF LIABILITY AND RELEASE OF LIABILITY
6.1. Upon receipt of the goods, the client is obliged to examine them without delay for any defects and to inform the contractor immediately of any defects by registered letter within a maximum of 7 days from the date of delivery. Any complaint regarding a hidden defect must be sent to the contractor by registered mail, within a period not exceeding 7 days after the discovery of the defect. Failure to comply with this clause shall result in the loss of all rights under the warranty. Verbal complaints shall be ineffective.
6.2. In the case of complaints about goods damaged during transport, the customer must request written confirmation from the carrier upon receipt of the goods, or the damage report must be recorded in writing. The contractor shall be informed of the claim without delay and the confirmation (damage report) shall be presented to him. Failure to comply with this clause shall result in the loss of all rights under the warranty.
6.3. If defects are not reported within the agreed period or in the agreed manner, or if the goods are deliberately tampered with, any liability on the part of the contractor shall be excluded. The customer shall not be entitled to make any warranty claims or any other claims on account of an alleged defect.
6.4. The customer is obliged to make the rejected goods available to the contractor at his expense; failure to do so will result in the cancellation of any warranty claim. All costs associated with transport in connection with the removal of defects shall be borne by the customer. If it becomes apparent that no defect is present or that the defect claim was not justified, the customer shall also bear any other costs incurred. The Contractor may also charge the Client a reasonable fee for the examination of the goods.
6.5. The warranty period for all contractual services and deliveries is one (1) year from delivery of the goods or performance of the services.
6.6. Instead of accepting the Customer’s request for revocation of the contract or reduction of payment, the Contractor reserves the right to make a replacement delivery.
6.7. A defect in a partial delivery does not entitle the customer to cancel the entire order or any further orders.
6.8. For services and deliveries with a warranty, the original warranty period for the unaffected part of the delivery will not be extended.
6.9. A warranty claim can only be made if the customer has fulfilled all his contractual obligations, including the payment of any additional costs.
6.10. Outside the scope of the Product Liability Directive, the contractor’s liability is limited to intent and/or gross negligence. Liability for slight negligence, compensation for consequential damages, economic and financial losses, loss of savings, loss of interest and damages resulting from claims of third parties against the contractor is excluded.
6.11. In the case of software, the Contractor makes no warranty of merchantability or fitness for a particular purpose. The Contractor accepts no liability for replacements in the event of permanent or consequential damage resulting from the application of software. The client is solely responsible for data security. The client is expressly informed that, given the current state of technological development, it is impossible to completely exclude a defect in software. The Contractor does not guarantee certain qualities of the software or its suitability for the use or requirements of the client. The contractor reserves the right to modify the software in the course of further development. Furthermore, any software modified by the customer shall be excluded from the warranty.
6.12. The runtime products available on the website may only be used for testing and evaluation of the Contractor’s solutions. The runtime products must not be used in a production environment or for commercial purposes unless agreed with the Contractor.
TERMINATION OF THE CONTRACT
7.1. The contractor reserves the right to refuse delivery and/or performance of services until the payment to be made by the client has been made or secured, if such payment is jeopardized by the unfavorable financial situation of the client. If payment is not made and/or secured within a reasonable period of time, the contractor reserves the right to terminate the contract. Termination of the contract may also be declared in the event of non-payment of a delivery or service; the client may not derive any rights or claims from such termination.
7.2. If the customer terminates the contract for reasons for which he is responsible, or terminates the contract without reason, the contractor may insist on compliance with the contract or demand a cancellation fee of 15%, irrespective of any claims for damages. The agreed cancellation fee does not entitle a court to reduce the amount of a penalty.
- DATA PROTECTION
8.1. The client expressly agrees that the information (name, address, e-mail, credit card information, bank details) transmitted to the Contractor will be verified, stored and processed in an automated manner for the purpose of executing the contract and the services provided to the client, as well as for the purpose of the Contractor’s advertising activities. The client may revoke his consent in writing at any time.
8.2. Within the limits of a possible revocation that can be transmitted at any time in writing by the client, the contractor will be authorized to mention his business relationship with the client and to insert the name and logo of the client’s company on his own advertising materials, especially on his website.
9.1. The place of performance of the contract is Echirolles (headquarters of the contractor’s company). In the event of any dispute relating to the contract and the GTC or their execution, the jurisdiction shall be that of the competent French court in the location of the contractor’s company. Resort to the said jurisdiction does not limit the right of the contractor to assert a claim against the client in any other place or before any other institution, to which jurisdiction is given by the regulatory provisions – and in particular the court associated with the client’s company headquarters, or his place of residence.
9.2. These GTC are governed by French law, excluding the standard clauses of reference of action. Any recourse to UN trade law is excluded.
9.3. If any provision of the Agreement or these GTC is or becomes invalid or unenforceable, the remaining provisions shall not be affected. It is agreed that any provision that is wholly or partly invalid and/or unenforceable shall be replaced by a provision with a similar economic purpose.