CEREALOG GENERAL TERMS AND CONDITIONS OF SALE and SERVICE

(applicable from 17/06/2013 – version modified on 1st December 2022)

1. Acceptance of our conditions

These general terms and conditions of sale apply to all commercial relations between CEREALOG and its clients. By placing an order with CEREALOG, the purchaser agrees to be bound by these terms and conditions and waives any stipulations that may be reproduced in the purchaser’s own general or special terms and conditions of purchase or in the purchaser’s own correspondence. CEREALOG reserves the right to change its terms and conditions at any time.

2. Quotations, orders and contracts

No payment will be made for a quotation. The order becomes final only after the written acceptance of the quotation by the Client. No order may be cancelled without the express written agreement of CEREALOG. In the event of cancellation of an order by the Customer, any deposit paid will be retained by CEREALOG. Any cancellation of an order, total or partial, must be sent to CEREALOG by registered letter with acknowledgement of receipt before the execution of the service. In case of force majeure, CEREALOG will have the right to cancel all or part of the order. In this case, the Customer will be entitled to a full or partial refund of any payments made in respect of the said order. Due to the policy of its suppliers, products may be modified without prior notice: CEREALOG will then ensure at least equivalent functionality and performance.

3. Delivery – Ownership – Risk

If delivery is delayed for any reason beyond the control of CEREALOG, it will be deemed to have been made on the agreed date. Delivery times are subject to availability and delays do not entitle the Customer to cancel the order or refuse the product(s). CEREALOG does not accept any request for penalties or damages for late delivery due to force majeure (strikes, problems with suppliers, carriers…). In addition, deliveries may be staggered.

4. Retention of Title

CEREALOG retains full ownership of the products sold until full and effective payment of the price.

These provisions do not prevent the transfer to the Customer, upon delivery, of the risks of loss and deterioration of the products sold as well as any damage that may be caused.

5. Prices and terms of payment

Products and services will be invoiced in accordance with the price list in force at the time the order is accepted. All sales are made in cash and without discount. In the event of a change in the manufacturer’s price list, insurance costs, transport costs and costs of purchasing components and services from its suppliers, the conditions of CEREALOG’s offer may be revised in the same proportions.

Payment is by cheque or bank transfer. The sales price is payable within 30 days of the invoice date.

For all orders over €5,000.00 exclusive of VAT, the purchaser must pay a deposit of 30% of the total amount of the order, with the balance to be paid within 30 days.

Any sum not paid on the due date will give rise to the payment by the Customer of penalties set at three times the legal interest rate. These penalties are payable ipso jure.

In accordance with articles 441-6 c. com. and D. 441-5 c. com. any delay in payment shall automatically entail, in addition to the late payment penalties, an obligation on the part of the debtor to pay a fixed indemnity of €40 for collection costs. An additional indemnity may be claimed, with supporting evidence, when the recovery costs incurred exceed the amount of the fixed indemnity.

In the event of non-payment, CEREALOG reserves the right to demand full payment or to take back all products.

6. Deposit

Deposits paid by the Customer are to be applied to the price of the order and do not constitute a deposit, the abandonment of which would authorise the parties to withdraw from the contract.

7. Complaints

Any complaint concerning the products and services supplied must be sent to CEREALOG by registered letter within three days of the date of receipt, stating the reasons for the complaint. Complaints concerning invoices must be notified to CEREALOG within 10 days of receipt. Failing this, invoices will be considered accepted without reservation. The incomplete supply of an order cannot justify the refusal of payment for products and services delivered. Partial invoices may be issued as and when the products and services are supplied. Any dispute between the Client and CEREALOG does not suspend the payment of the undisputed part of the invoice.

8. Warranties

The equipment sold benefits from the warranty granted by the manufacturer or editor, which constitutes the limit of the Client’s recourse.

9. Software

The Client accepts that the Software which is not published by CEREALOG will be supplied to him according to the terms of the licence and the guarantee of their publishers. Software licenses are attached to the product and the Customer must comply with them. The present general conditions of sale do not entail the transfer of intellectual property rights on the Software in accordance with the Intellectual Property Code: they remain the property of the manufacturers. Only a user licence is granted. The Customer undertakes not to infringe, either directly or indirectly or through the intermediary of third parties with whom he/she is associated, the property rights of the authors. The user undertakes to use the Software solely for his own needs. The user shall not reproduce or cause to be reproduced the Software, in whole or in part, in any form whatsoever, except for backup purposes and taking all necessary precautions with regard to the rights of the author of the Software. Similarly, the User undertakes not to transfer, grant, pledge, communicate or lend the Software, whether free of charge or for a fee.

10. Confidentiality

Each party must treat confidential information received from the other party with the strictest confidentiality.

11. Personal information

In its capacity as Data Controller, the personal information collected by CEREALOG via the commercial offer (for example, surname, first name, professional e-mail address, telephone number, etc.) is recorded in the Customer or Prospect file and mainly used for the proper management of relations and the processing of orders for products and services.

Personal information may also be used for marketing and communication purposes (promotional messages about our services, offers, events, news, etc.).

In the event that the Customer does not wish to receive promotional messages and invitations via e-mail, telephone calls or post, he/she has the possibility to indicate his/her choice and to modify his/her choice by contacting CEREALOG under the conditions mentioned above or by using the unsubscribe links provided in the e-mailings. This right also applies to persons whose data (in particular their identity and contact details) have been transmitted, with their permission, to the company by third parties, for the purposes of commercial canvassing.

The personal data collected will be kept for no longer than is necessary for the purposes for which it was collected and in compliance with the relevant legal obligations.

Access to personal data is strictly limited to the company’s employees and agents who are authorised to process such data by virtue of their duties. The information collected may be communicated to third parties bound to the company by contract for the performance of sub-contracted tasks necessary for the management of the order and for the proper performance of the services, without the Customer’s authorisation being necessary. It is specified that, within the framework of the execution of their services, the third parties have only limited access to the data and have a contractual obligation to use them in conformity with the provisions of the applicable legislation as regards personal data protection. CEREALOG may share the information it collects with a company that acquires CEREALOG or its assets, or with a company whose structure or business CEREALOG acquires, during discussions with that company, regardless of the outcome of the negotiations. In addition, CEREALOG reserves the right to disclose any personal information it uses to the appropriate authorities upon request, to a third party in the event of legal proceedings, or if required to do so by law.

CEREALOG uses third party service providers based in Europe. If these third party service providers transfer the Customer’s personal data outside the European Economic Area, the ‘EEA’, CEREALOG ensures that the Customer’s personal data are protected in the same way as if they were used in the EEA, and that adequate safeguards are in place.

In addition, some of the recipients of the personal data collected (third party service providers/suppliers) may be located outside the European Union. CEREALOG also ensures that adequate safeguards are in place for data transfers outside the EU.

In general, CEREALOG is committed to implementing technical and organizational measures to ensure the confidentiality and security of data collected.

In accordance with the applicable legal and regulatory provisions, in particular the amended law no. 78-17 of 6 January 1978 relating to information technology, files and freedoms and the European regulation no. 2016/679/EU of 27 April 2016 (applicable from 25 May 2018), the Customer has a right of access, rectification, portability and deletion of its data or limitation of processing. They may also, for legitimate reasons, object to the processing of data concerning them.

Le Client peut, sous réserve de la production d’un justificatif d’identité valide, exercer ses droits en contactant CEREALOG à l’adresse électronique suivante : contact@cerealog.fr

12. Force majeure

CEREALOG ne sera pas tenue responsable en cas de manquement à l’exécution de ses obligations résultant d’un cas de force majeure telle que cette notion sera définie par les tribunaux au moment de la survenance des faits en question. L’exécution de l’obligation est suspendue jusqu’à la cessation du cas de force majeure avéré.

13. Loi applicable – Attribution de juridiction

En cas de litige, sera applicable la loi française. Toute contestation sur l’interprétation ou l’exécution de l’une quelconque des dispositions des présentes sera de la compétence exclusive des tribunaux de La Rochelle, nonobstant la pluralité éventuelle de défendeur ou l’appel en garantie.

Une question sur ces conditions générales de vente ? Contacter CEREALOG