1) Contract formation
The contracts between ACCENTA and its client are formed in particular by:
- the definition of the service: terms of reference, technical specifications, graphic parts, technical offer.
- the particular conditions of the realization: deadlines, guarantees, reservations and limits of the services, etc.
- the financial conditions: costs, terms of payment, discounting or revision of prices, validity period, etc.
In the absence of specific details, the following general conditions apply.
Unless otherwise stated, prices are presented exclusive of VAT (value added tax) and expressed in Euros. They are established in accordance with the economic conditions in force the month prior to the month in which the proposal is submitted. They are variable according to the economic conditions expressed by the SYNTEC index.
Invoices are issued in accordance with the terms of the offer. In the absence of any particular specifications issued by ACCENTA, payment will be made in two or three installments: a down payment upon order and the balance upon completion of the service. The deposit invoices are due upon receipt of the invoice and their collection conditions the effective start of the service. Intermediate and final invoices are due no later than thirty days after the invoice date.
In accordance with the legislation in force and by express agreement, in the event of late payment, the sums due shall automatically bear interest on the basis of one and a half times the legal interest rate in France, as of the due date of the unpaid amount, without this clause affecting the due date of the debt. The terms of payment may not be delayed under any pretext whatsoever, even in the event of litigation.
Pursuant to Articles L. 441-3 and L. 441-6 of the French Commercial Code, any debtor who pays an invoice after the expiration of the payment term must pay its creditor a lump-sum indemnity to offset collection costs.
In the event of the sale, assignment, pledging or contribution of its business or equipment by the purchaser, as well as in the event that one of the payments or acceptance of bills of exchange is not made on the due date, the sums due shall become immediately payable regardless of the terms previously agreed.
4) Delays and penalties
Unless otherwise agreed, the time limits for performance shall begin to run after receipt of the first payment and the order to commence services. Penalties for delay can only be demanded if there is an express written agreement between the parties. They may only be applied if the delay is caused by ACCENTA and if it has caused real prejudice and has been established by both parties. Penalties for delay are capped at 5% of the amount of the service. In the absence of an express agreement, the execution deadlines are given as an indication and are observed as far as possible: any delays cannot justify the cancellation of the order or the right to compensation for direct or indirect damage caused by them.
ACCENTA is automatically released from any commitment relating to deadlines, any sanction or penalty for delay:
- if the terms of payment provided for in the order have not been observed by the purchaser.
- if the information, samples, documents, preparations, services to be paid for by the purchaser are not provided on the date stipulated.
- in case of force majeure or events such as: lockout, strikes, epidemics, war, requisitions, fire, floods, transport prohibitions or delays, any other cause leading to total or partial unemployment for ACCENTA or its suppliers, legal changes in working hours or, finally, any other facts beyond ACCENTA’s control.
5) Additional benefits
If additional services are required, an amendment will be issued.
6) Field Intervention
In the event of intervention on the ground, the latter is deemed free access for people and equipment useful to the service envisaged. The customer will have notified ACCENTA of any hidden works and, in general, of all elements affecting the safety of persons and property.
7) Advance deposit
Any start-up advance deposits are automatically and proportionally reduced as and when they are actually repaid. Performance bonds are deemed to be automatically lifted one month after delivery of the final report relating to the service. In general, documents submitted by ACCENTA will be deemed accepted one month after their delivery.
8) Extent of obligations
ACCENTA will use all necessary means to perform the services in accordance with the rules of the Art, subject to geological hazards or cases of force majeure.
ACCENTA’s staff is bound to observe complete discretion and, therefore, will not disclose to third parties any information concerning the nature and result of work performed by ACCENTA at the request and with the participation of clients, without their consent. The same applies to all information concerning facilities, manufacturing processes, etc., which is communicated to ACCENTA in confidence for the submission of a proposal or in connection with the services. Unless otherwise specified, ACCENTA may include the service in the list of references available to it in a commercial capacity. In the event of confidentiality, the text will not specify the results of the study.
10) Intellectual and industrial property
Unless otherwise stipulated, ACCENTA retains full ownership of the plans, studies, projects implemented for the realization of the offers as well as the calculations, processes, know-how, patents, etc. that are implemented or made available, in particular when drawing up the estimates and performing the services, and which may not be communicated to third parties or executed without our formal agreement. In return, ACCENTA’s Customer is the owner of the reports and their conclusions; ACCENTA may not refer to them without its Customer’s consent. In the event that the services provided result in a patentable invention, a special agreement will be concluded between ACCENTA and the Customer which will specify the ownership of the results. It is already agreed that the distribution of rights will take into account the financial and intellectual contribution of each party. ACCENTA retains ownership of the services sold until full payment of the price. In the event that the purchaser goes into receivership, ACCENTA may claim ownership of the unpaid services.
In any dispute relating to the matters dealt with, the French jurisdiction applies in particular as regards taxation, the Courts of Evry will have sole jurisdiction whatever the conditions of sale and the method of payment accepted, even in the event of appeal in guarantee and of plurality of defendants.
12) Limitation of Liability
ACCENTA cannot be held liable for any material and immaterial damage beyond the thresholds guaranteed by its insurance policies, the certificates of which are available on request.
ACCENTA is insured for the consequences of its liability up to the amounts appearing on the certificates that can be provided on request. Beyond this amount, additional insurance costs will be invoiced at the same rate.