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General Terms and Conditions of Sale

PREAMBLE :

ELODYS INTERNATIONAL is a technical consulting firm that offers services and provides technical solutions in the field of washing processes. The client, as identified in the ELODYS INTERNATIONAL quote (hereinafter referred to as the Client), has expressed interest in the services and/or technical solutions provided by ELODYS INTERNATIONAL in connection with their professional activity and has accepted the quote proposed by ELODYS INTERNATIONAL (hereinafter referred to as the Quote). The Client has detailed in their order the services and/or technical solutions they have chosen and which are the subject of this Agreement. The Client declares that the information they provided in the Quote is accurate and truthful and undertakes to inform ELODYS INTERNATIONAL in writing of any changes thereto. These General Terms and Conditions of Sale (hereinafter referred to as the GTC) govern all orders and their renewals, regardless of their duration or nature, concluded between the parties. The GTC and the transactions arising therefrom are governed by and subject to French law. These Terms and Conditions are written in French; in the event of a translation, only the French version shall be valid in the event of a dispute.

 In light of the foregoing, the parties have entered into these General Terms and Conditions. The following has been agreed:

ARTICLE 1: SCOPE OF APPLICATION 

  1.  These General Terms and Conditions of Sale apply to all services (sales contract or service contract) concluded by ELODYS INTERNATIONAL with its clients.
  2.  These general terms and conditions of sale are intended to apply in the absence of specific contractual clauses established between ELODYS INTERNATIONAL and its Client.

ARTICLE 2: ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF SALE

  1.  The Customer acknowledges having read and accepted the general terms and conditions of sale from the moment they submit the order form. They therefore waive the right to rely on any conflicting document, and in particular their own general terms and conditions of purchase, which shall not be enforceable against ELODYS INTERNATIONAL, even if they were aware of them.
  2.  Prices are fixed and non-revisable during the offer's validity period, but ELODYS INTERNATIONAL reserves the right to change the price at any time outside the validity period.
  3.  All quotes are valid for a period of 3 months after they are issued.

ARTICLE 3: RETENTION OF TITLE

  1.  ELODYS INTERNATIONAL retains ownership of tangible and intangible goods until full delivery of the goods supplied, and full payment of the price agreed in the quote.

ARTICLE 4: ORDER VALIDITY

  1. An order is valid when the customer's purchase order or order has been received by ELODYS INTERNATIONAL and validated by the latter, with the invoicing of a deposit constituting de facto acceptance.
  2.  It is the customer's responsibility to verify the validity of the order and to report any errors immediately.
  3.  To be valid, the customer must be clearly identifiable. They must have included the reference number of the commercial proposal sent by ELODYS INTERNATIONAL. The order must accurately reflect the terms of delivery time, price, and payment. The billing and delivery addresses must be correctly identified.
  4. ELODYS INTERNATIONAL reserves the right to refuse any new order if the payment for a previous order is the subject of a dispute with the Customer.

ARTICLE 5: MET DEADLINES

  1.  ELODYS INTERNATIONAL undertakes to provide the equipment or its service within the contractually agreed timeframes.
  2.  On the other hand, ELODYS INTERNATIONAL declines all responsibility in the event of exceeding the deadlines in the following cases: if the Client has not made available the equipment necessary for the completion of the work, when it has not released its factory on time or suffers delays and setbacks in the organization of the project, when the subcontractor has not itself met the deadlines, during any geopolitical, health or any other event or cause beyond the control of ELODYS INTERNATIONAL, including force majeure.

ARTICLE 6: BILLING PROCEDURES 

  1. The commercial offer is firm and valid for a maximum of three months.
  2.  Payment must be made within thirty days net from the date of receipt by the Client of the invoice, unless otherwise stated in the Quote or specific agreement with the Client.
  3.  In the event of late payment, the Client shall be liable for late payment penalties of a fixed amount of 1% of the total amount of the project per month of delay, up to a maximum of 5%.

ARTICLE 7: PRICE REVISION CLAUSES 

  1. ELODYS INTERNATIONAL reserves the right to modify prices to reflect changes that may have occurred before or during the execution of the order, including variations in the cost of raw materials, transport costs, or significant discrepancies between the quoted price and the price invoiced by the subcontractor, for reasons beyond ELODYS INTERNATIONAL's control (health crisis, delays caused by the Client, etc.). In such cases, the client will be required to pay any additional amount.
  2. If the Client makes additional requests, an addendum must be signed between the Client and ELODYS INTERNATIONAL. Otherwise, the Client will be liable for full payment to ELODYS INTERNATIONAL for the additional work requested without such an addendum.

ARTICLE 8: CUSTOMER OBLIGATIONS 

  1. The Client undertakes to provide all the equipment and information that ELODYS INTERNATIONAL employees may need to carry out their mission, particularly with regard to the safety of persons.
  2. The Client agrees to give the employees of ELODYS INTERNATIONAL free access to its facilities for the purposes of the mission or the Project.

ARTICLE 9: CONFIDENTIALITY AND RESPECT FOR INTELLECTUAL AND INDUSTRIAL PROPERTY CLAUSE

  1. The documents and products produced by ELODYS INTERNATIONAL (plans, sections, calculation notes, descriptions, etc.) are its intellectual property and may not be used or duplicated by the client without prior agreement; such an act constitutes an infringement giving rise to criminal penalties.
  2. The Client undertakes to fully respect the intellectual and industrial property rights attached to the patents and know-how belonging to ELODYS INTERNATIONAL, particularly in the field of washing processes: GreenCIP, Opticlean, NEPure, LOOPcip, BARcip...
  3. Each party undertakes to keep as strictly confidential all information or document of any kind, including computer-related information, which it may become aware of in connection with the Contract.
  4. The Client undertakes to enforce these rules and principles throughout the Group, it depends on and its own subsidiaries, where applicable.

ARTICLE 10: DATA PROTECTION LAW

  1. The personal information requested from the Client during a maintenance or equipment sales contract is essential for the execution of the operations. This information is stored by us in order to provide the Client with a quality service tailored to their needs. It may be shared with third parties in a business relationship with ELODYS INTERNATIONAL (such as subcontractors or suppliers), who are bound by a confidentiality agreement.
  2. In accordance with Article 38 of the French Data Protection Act of 6 January 1978, as amended by the Act of 29 March 2011, the Client has the right to access this information from our services. They also have the right to object to the processing of their personal data, in accordance with the provisions of this Act.

ARTICLE 11: PROFESSIONAL LIABILITY INSURANCE AND GUARANTEES

  1. The equipment sold by ELODYS INTERNATIONAL is guaranteed for one year, parts and labor. Regarding service contracts, ELODYS INTERNATIONAL is not bound by an obligation of result or an obligation to repair any malfunction that may occur during the provision of its services.
  2. ELODYS INTERNATIONAL is duly insured for all professional risks related to the execution of the sales or service contract.

ARTICLE 12: TERMINATION OF THE CONTRACT

  1. When the Client requests the interruption of the work in progress, all services performed and all materials delivered must be paid for by the Client to the company ELODYS INTERNATIONAL.

ARTICLE 13: DISPUTES

  1. For any dispute between the Client and ELODYS INTERNATIONAL, the applicable law is French law, even if the execution of the order takes place in a foreign country.
  2. Any dispute will be settled before the materially competent court of Angers, even in the event of multiple claimants or in the event of a third-party claim, unless the Client is a natural person, in which case the applicable rules of jurisdiction are those of common law.