1. General Information – Enforceability
Any order formulated by the Buyer (hereinafter also referred to as “the Client”) involves absolute acceptance by the Client and its full and entire agreement with the General Sales Terms and Conditions of Techway SAS (hereinafter also referred to as “the TECHWAY Company TECHWAY” or “TECHWAY”).
These general sales terms and conditions (hereinafter also referred to as “the General Sales Terms and Conditions” or the “GSTC”) prevail over any other document of the Buyer and in particular over the purchasing conditions. Except by written and final acceptance of the TECHWAY Company.
Any condition to the contrary enforced by the Buyer shall therefore be, in the absence of express acceptance, non-invocable to the TECHWAY Company, regardless of the time when it shall thereby have been brought to its attention.
The fact that the TECHWAY Company does not invoke one these General Sales Terms and Conditions at a given time cannot be interpreted as being deemed as a waiver to invoke one of these aforementioned GSTC at a subsequent time.
Any document other than these General Terms and Conditions, such as a prospectus, catalogue, notice, has a non-contractual, reference-only value, with the exception of the estimate and any other document setting the special conditions having accepted the TECHWAY and Buyer agreement.
2. Estimate – Test loan
Any request emanating from the Buyer shall be formulated by every possible written means, whether by hard copy or electronic medium and whatever the transmission method.
The TECHWAY Company shall bring a response to this request by means of establishing an estimate including a technical and financial proposal, this proposal constitutes a special condition of these General Terms and Conditions.
The estimate shall be valid for a period of one (1) month, as from its date of issue.
2.2 Test loan
Prior to ordering products or services, the TECHWAY company may grant to the Buyer without however being subject to any obligation in this regards, a temporary right and a temporary license, free of charge, with non-exclusive and non-transferable right for use certain products, including some related or unrelated computer programs with the TECHWAY products, within the limitations of time and geographical limitations stated and agreed between the TECHWAY Company and the Buyer.
In case of test loan, the temporary right and the temporary license for use certain products, including some related or unrelated computer programs with the TECHWAY products, will be reserved to Buyer only for evaluation purposes of the TECHWAY products and services, excluding any other rights of use or exploitation rights for commercial or industrial purposes.
At the end of the test loan, and in the absence of ordering for products or services of the TECHWAY Company, the Buyer shall immediately stop using the products as well as related or unrelated computer programs with the TECHWAY products, as purpose of the test loan, and return them to the TECHWAY Company, without any right to copy, including for a backup, and excluding more generally any other rights to use or exploitation right which are exclusively reserved to TECHWAY and TECHWAY property.
Any sale must be the subject of a written order in every point in accordance with the estimate established by the TECHWAY Company and must necessarily mention the number of this estimate.
For an order to be valid, it must particularly specify the purpose and the quantity of deliverables or products sold (hereinafter also referred collectively as “Deliverables and/or Products” and individually as “Deliverable and/or Product”. As part of this definition “NOTURB” is a product of TECHWAY and “Sparkle” is a deliverable of TECHWAY) as well as the agreed upon price, terms of payment, place and date of delivery or pick-up.
The order specifies the name and position of its signatory. However, orders are declared final even if they are filed via the representatives that are not the employees of the Buyer.
Execution of the purpose of the benefit (supply of goods or services hereinafter referred collectively as “the Services” and individually as “the Service”) may only take place after receipt and agreement by the TECHWAY Company of a purchase order corresponding to the estimate.
If the order is not in accordance with the estimate, the order shall only be deemed as accepted by the TECHWAY Company by sending an acknowledgement of receipt from the TECHWAY Company validating the order with the amended terms in accordance with the estimate.
As indicated above, confirmation of the estimate for the Buyer, entails acceptance of these General Sales Terms and Conditions of the TECHWAY Company, with recognition of having previously and perfectly acquainted itself with this latter and the waiver by the Buyer to invoke its own general or specific purchasing conditions.
The benefit of the order agreed by TECHWAY is personal to the Buyer and cannot be transferred without the prior and written agreement of the TECHWAY Company.
4. Change or cancellation to the order
The orders are firm and final. Any order change or cancellation not corresponding to the estimate from the TECHWAY Company and requested by the Buyer can only be taken into consideration if it is achieved in writing thirty (30) days prior to the performance of the Services and can give rise to a potential penalty for late modification or late resolution of the order beyond the thirty (30) days aforementioned. Any change or cancellation to the order must be made by a document which must be dated and signed by the Buyer.
In the event of a change or cancellation requested by the Buyer, the TECHWAY Company shall be free from deadlines agreed upon for its fulfilment.
All supplementary Services which shall have been decided by common consent with the Buyer on during the course of fulfilment, effects a novation for the announced prices and deadlines, and they shall give rise to an amendment to the order in progress as well as additional invoicing.
If the TECHWAY Company does not accept the change or cancellation, the potential payments made on account shall be restored without any other consideration, nor right to any sum or indemnity to the Buyer.
Furthermore, if due to an unforeseeable and irresistible change in economic conditions that led to the development of the order and beyond the control of the Parties, the contractual balance of the order should be changed in any substantial and permanent way at the expense of TECHWAY Company, which could not then continue the performance of the Services, the Parties shall consult to determine the contractual adjustments to be made to reduce the effects of such event.
If, on the expiry of a period of three (3) months from the application for adjustment of the order placed by the TECHWAY Company to the Buyer, no endorsement is established by mutual agreement between the Parties, the TECHWAY Company may then cancel the order by registered letter with acknowledgment of receipt addressed to the Buyer without any other consideration, nor right to indemnity between the Parties.
The Services are provided with the prices in force at the time of order placement and the establishment of the estimate, expressed in euros exclusive of tax (excluding any applicable VAT into account on the day of the estimate); any change in rate may be passed on to the price of products or services.
Unless otherwise agreed, prices are net EX WORK Factory (i.e. EXW from the TECHWAY Company premises, according to the Incoterms version dated 2010), exclusive of all taxes and customs duties, not including transport and insurance costs or other expenses on the basis of rates announced to the Buyer.
Any taxes, customs duties, or other expenses on the Services to be paid as stipulated by an exporting country or those of an importing country or a transit country are borne by the Buyer which agrees.
Any order of which the amount is lower than 250 euros excluding taxes, shall give rise to the invoicing of a lump sum of 50 euros excluding taxes intended to cover administrative costs for managing the order.
In case of hazard technology, a supplement may be requested based on the additional Services to be carried out and according to the human and material resources that the TECHWAY Company shall be led to implement. This supplement must be the subject of an additional clause established by a mutual agreement between the Parties.
Unless prior written consent of the TECHWAY Company, benefit payment for export must be made by irrevocable letter of credit after the invoice date. In the event that the supply agreements differ from the Incoterm EXW (according to Incoterms version dated 2010), the payment will be made by irrevocable letter of credit confirmed by a bank acceptable to the TECHWAY Company payable against presentation of shipping documents.
The letter of credit must be issued within a period of two (2) days following acceptance of the order by the TECHWAY Company. In case of non-compliance with the period of two (2) days, the TECHWAY Company will be released from all its obligations under the said order.
It is strictly forbidden to the Buyer to operate financial compensation and / or withholding of any kind on amounts caused or due by the TECHWAY Company.
6.1 Terms and Conditions
Unless expressly stated otherwise, the delivery is made EX WORK Factory (i.e. EXW from the TECHWAY Company premises, according to the Incoterms version dated 2010).
The deliveries are only performed based on available products, means and services produced within the TECHWAY Company. The TECHWAY Company is authorised to undertake deliveries globally or partially.
All of the deadlines are given for information purposes only, including those which are given upon acceptance of the order. The TECHWAY Company shall endeavour to respect the deadlines; it shall not be under an obligation for delays brought to the delivery would not be exclusive to its role.
Exceeding delivery delays cannot give rise to damages, nor to any compensation and/or withholding any compensation and / or withholding on amounts of any kind caused by the TECHWAY Company or due to the TECHWAY Company nor to any cancellation of orders in-progress.
The transfer of risk of loss or damage is carried out to the Buyer when the above-defined EXW Factory event occurred (i.e. EXW from the TECHWAY Company premises, according to the Incoterms version dated 2010). Unless otherwise expressly stated, the Deliverables or Products supplied to the Buyer are transported at the risk of the Buyer that needs to perform all necessary assessments and confirm its reserves by extra-judicial document or by registered letter with acknowledgement of receipt with the transporter within the three (3) days which follow receipt of the deliveries.
6.4 Retention of ownership
Deliverables and Products which might be provided by the TECHWAY Company become the property of the Buyer after full payment and receipt of amounts owed by it, including those resulting from Services provided in support of the sale of Deliverables or Products or those resulting from any costs, fees, taxes or charges payable under the order or to pay under the rules of the exporting country or under those of an importing country or a transit country which are the responsibility of the Buyer.
In case of seizure or other third party intervention for any change or modification by any technique or process whatsoever on the Deliverable or Product sold, the Buyer will necessarily and immediately inform the TECHWAY Company. The Buyer further refrains to pledge or to assign as security any Deliverable or Product sold.
Until their full payment, the Buyer will not proceed to the resale of the Deliverable or Product sold by the TECHWAY Company. The claim by the TECHWAY Company on Deliverable or Product overdue will cause the immediate cancellation of the sale and any reversals costs shall be borne by the Buyer, without prejudice to any other right of action, and the ability for the TECHWAY Company to claim damages.
6.5 Specifications and documentation
(a) The Deliverables and Products provided to the Buyer are deemed compliant with the specifications as agreed between the Parties and to the documentation provided by the TECHWAY Company. When the TECHWAY Company is not the direct provider for the Deliverables or the Products, the related Deliverables and Products shall be deemed compliant to the specifications and documentation as submitted by the said provider.
(b) The TECHWAY Company shall endeavour to assure the update of the specifications and documentation related to the Deliverables and Products provided to the Buyer, as to enhancements and improvements thereof, without any obligation to provide these updates.
7. Acceptance and reserves
The delivery note or report needs to include the order reference, as well as any comments (protests or reserves) from the Buyer.
Notwithstanding any reservations the Buyer may submit to the transporters, in case of visible defects or deviations, any claim of regardless of its nature concerning the Deliverables or the Products delivered , shall be accepted by the TECHWAY Company only if it is carried out in writing, particularly by fax or post.
Concerning non-conforming Deliverables or Products, this claim must be carried out within ten (10) next days following receipt of the Deliverables or Products delivered.
It is up to the Buyer to supply all documentary evidence as regards the actual status of the visible defects or established failure.
The Buyer must provide any facility necessary to the TECHWAY Company to have all of the determinations carried out which might be necessary.
No return of Deliverables or Products may be made by the Buyer without prior written approval of the TECHWAY Company.
Expenses for returns shall only be borne by the TECHWAY Company in the event that a visible defect or established failure is exclusively due to the fact of the TECHWAY Company In case of visible defect or established failure that could be attributable to the TECHWAY Company, , the Buyer may solely request to the TECHWAY Company the replacement of the non-conforming Deliverable or Product and/or addition to be brought to fulfil the missing commitment, at the expense of the TECHWAY Company and within the limits of the price of the Services appearing in the order.
Any claim carried out by the Buyer under the above stated conditions does not suspend payment by the Buyer of the Deliverables and Products delivered which are not the subjects of reservations.
If the Buyer does not mention any reserve in the ten (10) days following the receipt of the Deliverables or Products delivered, the TECHWAY Company will be deemed to have fulfilled its delivery obligation without reservation and in a compliant manner.
8.1 Hardware warranty
Products for which their physical characteristics make them comparable to tangible goods are guaranteed against any defect of material or manufacture for a term of one (1) year, as from the delivery date, except by special contrary provision specified in the estimate.
Services as part of this hardware warranty have the effect of extending the term of the guarantee by three (3) months.
As part of the guarantee of hidden defects, or the issue of defective or non-conforming products, the TECHWAY Company shall be only obliged to assume responsibility for the costs of repair, parts and labour of the out-of-order equipment without the right for the Buyer to claim for any reimbursement nor any compensation or right to claim for damages against the TECHWAY Company. As part of the hardware warranty are the following;
The transport charges of the Buyer for transportation to the TECHWAY Company premises are borne by the Buyer. Expenses for return of repaired equipment are assumed by the TECHWAY Company.
Extensions of the guarantee are possible; the cost of these extensions is for:
- 6% of the selling price, excluding taxes for a 12-month extension of the guarantee.
- 10% of the selling price, excluding taxes for a 24-month extension of the guarantee.
8.2 Return of out-of-order equipment.
Products for which physical characteristics make them comparable to material or tangible goods and which would be out-of-order must be the subject of a statement to the technical services department of TECHWAY at the number below where an engineer shall be available during the office working hours, namely 9.00 A.M. – 5 P.M. from Monday through Friday, all year long except bank holidays and closures due to unforeseen circumstances.
Support team contacts:
- Email: firstname.lastname@example.org
- Tel.: + 33 (0)1 64 53 37 90