General terms of sale
The present general sales conditions rule all the sales relations between Coheris and its customers (designed hereafter as “Party” or collectively “Parties”), additionally or as an alternative to contractual documents which are, in ascending order:
- The present general sales conditions,
- The present general purchase conditions provided they are expressly accepted by a legal representative of Coheris,
- The business proposals or quotations,
- The order form (excluding general terms when appropriate),
- The acknowledgement of receipts of the order forms,
- The contracts according to the nature of the benefits:
- Benefits contract,
- All inclusive contract of achievement,
- License agreement to use the Coheris software,
- Maintenance agreement of software/ Packaged software of Coheris,
- Training convention,
In case there’s a contradiction between documents which would be different by nature and by rank, it expressly agreed between parties that the higher rank document will prevail.
By transmitting a command order, the customer acknowledges that he has read, understood and comply with the terms of this general terms of sale.
DURATION OF THE OFFER / VALIDITY OF THE CONTRACT
The business proposal or quotation is valid during the duration specified within the particular conditions of the document otherwise for 30 days length. The sales contract starts at the signature date of the contract or at the delivery with acknowledgement of receipt of an order to the client. The maintenance contract is agreed per civil year. Its amount is indexed and is tacitly renewed for a full year. Beyond the first contractual period, this contract could be terminated on customer request by sending to Coheris a registered letter with a 3 months notice timeframe.
PARTICULAR CASE FOR FINANCING OR UNDERTAKING BY THIRD PARTIES
In case the order is financed by a financing organization or a professional specialized financing institute, it is expressly agreed that the financing agreement coming from the so-called organization or institute must be delivered within a one month delay starting at the date of registration of the sale between the 2 parties. Otherwise, Coheris can either cancel the sale with no interest by sending a registered letter to the client or follow the execution of the order which then become firm, definitive and which payment obligation become immediate for its total amount. In any case, the principal remains jointly liable for the payment of the invoice.
Unless otherwise stated, Coheris has obligations of means but not obligations of result. The software is guaranteed under the conditions stated by the license agreement provided by Coheris or its suppliers. Failing which, Coheris commits itself to eliminate or mitigate its costs, at its premises in a reasonable time, the difficulties to use the features agreed resulting from defects in its programs, reproducible under the conditions set for sale and that will occur within three months after the delivery. Customer acknowledges that the software cannot be free from defects or discontinuity and that it may not meet his performance and result requirements. If the intervention of Coheris is unrelated to the correction of a malfunction in the software supplied or if the anomaly is not related to the software, an invoice for additional service will be sent to the customer. The intervention cannot last less than half a day and any travel costs extra.
Should the liability of Coheris be entailed in respect of any product or service supplied or concerned under this agreement, for whatever reason and on whatever grounds, the damages for which Coheris is liable, for all harm combined, shall at all events be limited to the sums paid by the Customer under this agreement. The above mentioned limitation remains applicable even after the end of the present contract for whatever reason and on whatever grounds. Coheris declines all liability with regard most particularly to financial or commercial harm, be it direct or indirect, arising from the choice and the implementation of the Software, such as for example any loss of earnings, increase in overheads, disturbance to schedules, loss of profit, customers or planned savings, etc.
In accordance with the provisions of the Code of Intellectual Property and those of this contract, it is recorded that Coheris is the owner of all the intellectual property rights relating to the Software and the documentation which accompanies it and to their updates, older, current and future versions, and all developments by Coheris. These rights are in no way transferred to the Customer under this agreement. The Customer agrees to refrain from infringing in any way whatever the intellectual property rights of Coheris over the Software. The Customer is expressly prohibited from use or utilising the Software in a way that does not comply with this contract.
Coheris will deliver the expected service or good at the earliest time once the order is accepted. Dates of delivery specified on the order document or any order document have yet only an indicative value.
PRICE AND INVOICING
The invoicing is made either monthly for all the executed consultancy days, or by monthly trigger of payments forecasted within the contract, or in advance at the signature of the contract, and then January 1st for the maintenance. In case of an invoicing with several stages of financial payments, Coheris will be able to invoice monthly the achieved days of consultancy if it is not possible because of the client to send normal invoices forecasted by contract. Coheris software is invoiced at the delivery stage. The orders with a total amount below 150 € HT will have 15 € excl. VAT additional handling fee. They are due at the point of delivery.
The price will be revised for each new year with effect from the 1st January or with effect from the beginning of the new contractual period, by applying the Syntec Index formula.
Invoices are due 30 days after the date of invoice. No discount is due on early payment. It is expressly agreed that, unless a postponement is previously agreed by Coheris after a request of the client, the failing of payment at due date will lead with no previous formal notice to the invoicing of interest which will come to 3 times the legal interest rate, plus a lump sum compensation for recovery costs in the amount of 40 euros. The calculated interest will be capitalized as well, at the same interest rate each end of the civil year. The failing of payment at due date ends the technical Coheris Support, the version updates and the software guarantee.
Customers acknowledge that the Software includes confidential Coheris information. Parties also acknowledge that the terms of this agreement, most particularly the financial terms thereof, are strictly confidential. Therefore, Parties agree that they will not communicate to any third parties any such confidential information to perform their duties. The reciprocal obligations subscribed under the present article will remain in force during the duration of the contractual relationship between Parties, and three (3) years after its termination or expiry by whatever means.
Both Parties agree that since this agreement is of a intuitu personae nature, neither of the Parties can assign any of its rights or obligations under this agreement to a third party under any form whatsoever and for any time period however short without the express agreement of the other Party given in writing in advance.
All protest related to an invoice must be made official through a letter with acknowledgement of receipt sent at Coheris address within 15 days after the invoice receipt. This letter must state the exact reason of this protest. Otherwise payments must be made to Coheris. The failing of payment due with no protest, ends the technical Coheris Support, the version updates and the software guarantee. The possible contractual obligations of Coheris can be terminated as well on Coheris decision. Any claim or dispute concerning the execution of the present contract, for whatever reason and on whatever grounds, has to be raised within a two (2) years’ delay starting at the date of the signature of the present contract.
RETENTION OF TITILE
The transfer of title of goods sold and the grant of licenses of use of the software will be valid once the complete payments of our invoices are received.
The French law is applicable. Parties declare their official place of residence where their headquarters are located. All changing will be acceptable for the other party 15 (fifteen) days after the acknowledgement of receipt of the official note by the other party.
ANY DISPUTES WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS, EVEN IN THE CASE OF PLURALITY OF DEFENDANTS OR INTRODUCTION OF THIRD PARTIES, EVEN FOR URGENT PROCEEDINGS, PROTECTIVE MEASURES, INTRODUCED BY SUMMARY PROCEDURE OR PETITION.