General terms and conditions of sale

All sales and services offered by the IODE informatique company, subsequently called IODE, are subject to these sales terms. The fact that IODE has received and accepted an order from the CUSTOMER implies that the CUSTOMER agrees with these sales terms which prevail over the clauses mentioned in the documents that the CUSTOMER may send to IODE. Quotes sent to the CUSTOMER are valid for one month, unless otherwise stipulated.

The sales or service contract between IODE and the CUSTOMER is valid only if the order has been accepted in its entirety (amount, delivery, costs, payment terms) by IODE, which reserves the right to refuse any order that looks abnormal. IODE will accept an order only if, on the one hand, it includes all the legal information identifying the CUSTOMER and on the other hand, if it is dated and signed.

Prices mentioned on IODE commercial documents (quotes, catalogues, etc.) are expressed in euros or dollars excluding V.A.T.. Taxes and duties are extra. They are only given as an indication. All changes, either rising or falling prices, that IODE would have to make, will be notified to the CUSTOMER before order acceptation. Prices become final upon confirmation of the CUSTOMER's order.

Standard payment terms are net 30 days from the IODE invoice date less any already paid sums. The invoice payment deadline may be set together with the CUSTOMER and cannot be questioned unilaterally by the latter. No payment discount will be granted to the CUSTOMER in the event of an early payment. In the event that the CUSTOMER breaches his/her contractual obligations in any way whatsoever, IODE will demand the immediate payment of all its invoices, regardless of the due date and will suspend any new order or delivery to the CUSTOMER. Any sum not paid by the due date may give rise to payment of late payment interest. The rate applied will be 3 times the legal interest rate per month on the T.T.C. amount of the invoice. All IODE's costs incurred to settle this non-payment will be invoiced and paid by the customer.

For any CUSTOMER domiciled abroad, IODE requests payment with the order. Only the total payment of the full amount of the quote accepted by the CUSTOMER can trigger the delivery or start of a service. Products delivered abroad are V.A.T. excluded. Products destined abroad but delivered in France are V.A.T. excluded but the CUSTOMER has to deposit the V.A.T. (20%) to IODE; this deposit will be refunded to the CUSTOMER upon presentation of the customs clearance slip. Training carried out in France or remotely from France is subject to non-refundable V.A.T. (20%). Training carried out abroad is V.A.T. excluded.

IODE will deliver products or carry out services at the address indicated by the CUSTOMER. IODE, in the absence of deadlines described in the quote(s) accepted by the CUSTOMER, will endeavor to meet the estimated delivery times, to the extent of its means, but cannot accept any liability whatsoever for failure to do so. In the event of a stock shortage, IODE will do its best to satisfy the CUSTOMER. However, a delay in a delivery or partial delivery will in no way discharge the CUSTOMER from accepting the delivery in its entirety.
IODE cannot be held responsible for cases of force majeure which would make it impossible to fulfill its obligations. IODE cannot be held responsible for damages that the products may suffer during their delivery. In case of a problem, the CUSTOMER must report this problem to IODE by indicating on the carrier's delivery slip the exact nature of the damages, within 48 hours, and confirm them to IODE in writing within 8 days. For a return of product to be accepted, the CUSTOMER has to send IODE a written request and IODE has to give its consent to this return. The CUSTOMER is required to check the products delivered, to sign the delivery slip that accompanies the products and must clearly state any problem on this same slip. Likewise, the receipt of services must be checked and signed by the CUSTOMER. No complaint will be taken into account if these conditions are not respected.

Software and equipment installations are made under the responsibility of the CUSTOMER who undertakes to facilitate these tasks by providing IODE with all the information and all the necessary access rights that are needed. In any event, products installation on the CUSTOMER's premises and network and their proper functioning in the CUSTOMER's secure environment is the sole competence and responsibility of the latter.

IODE guarantees that the products are in good working order at the time of their shipment. IODE passes on to the CUSTOMER, the guarantees offered by the manufacturer. These warranties will not apply in case of misuse, negligence or intervention by a person not approved by the manufacturer of the product. IODE cannot be held liable for damage to property or persons resulting, directly or indirectly, from the misuse of the supplied products. Under warranty, shipping costs are the responsibility of the CUSTOMER. Return costs in mainland France are borne by IODE. Outside mainland France, return costs are borne by IODE up to a maximum of 100 euros.

Studies, audits and all documents submitted to the CUSTOMER are confidential and remain the property of IODE. Therefore, they cannot be communicated under any reason by the CUSTOMER to any third party whatsoever without the authorization of IODE. As far as copyrights laws are concerned, all IODE systems, software developments and other services are protected.
All IODE developments made at the request of and invoiced to the CUSTOMER, remain the property of IODE. As such, unless otherwise stipulated, IODE may resell them at free price.
Any license transfer is subject to the rules specified in the corresponding license agreement.

IODE will remain the owner of the products as long as the CUSTOMER has not paid all the sums due.
The CUSTOMER may resell the products within the framework of his/her normal activity (receivership and liquidation being therefore excluded). The CUSTOMER undertakes to inform the buyer of this retention of title clause and related consequences. The CUSTOMER cannot resell products which have not been paid in full to IODE.
In the event that the CUSTOMER does not comply with one of his/her payment deadlines, IODE may require the return of the related products: IODE will send the CUSTOMER a recorded letter with delivery receipt and take back these products if the CUSTOMER has not resolved this issue within a period of 8 days upon receipt of the letter. IODE may also terminate the sales contract with the CUSTOMER: IODE will send the CUSTOMER a recorded letter with delivery receipt without further formality and notice.

These sales terms are governed by French law. Any resulting dispute will fall under the exclusive jurisdiction of the Courts of the registered office of IODE including emergency interim proceedings. In the event that one of the clauses of these sales terms is deemed contrary to the law by Court decision, the other clauses will remain applicable in their entirety.