Art.1. OBJECT / APPLICATION / ENFORCEABILITY
The present General Conditions of Sale constitute, in accordance with article L 441-6 of the Commercial Code, the unique basis of the commercial relationship between the parties. Their purpose is to define the conditions under which GEO3CONSEIL (“The Provider”) provides the following services to professional clients and public institutions (“The Clients or the Client”) who request them, via the Provider’s website, by direct contact or via a paper medium, the following services:
Consulting in project management, auditing, geomechanical project analysis, geomechanical studies, and geomechanical training.
In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Client who requests them, to enable him to place an order with the Service Provider. They are also communicated to any Client prior to the conclusion of a single agreement as referred to in Article L 441-7 of the French Commercial Code, within the legal timeframe.
The purpose of these General Terms and Conditions of Sale (GTCS) is to define the conditions applicable to the services provided by the Provider. These conditions apply to the exclusion of all other conditions, and in particular those applicable to other marketing channels. These Terms and Conditions are systematically communicated to all Clients prior to the conclusion of the contract for the provision of Services and shall prevail, where applicable, over any other version or any other contradictory document. The Customer declares that he/she has read these GTCS and accepted them prior to the conclusion of the contract. Validation of the order by the Customer or acceptance of the commercial proposal implies acceptance of these GTCS without restriction or reservation. The fact that the Service Provider, or any of its representatives, does not at a given time take advantage of any of these GTCS shall not be interpreted as a waiver of the right to take advantage of any of the said conditions at a later date.
The Service Provider may, in addition, establish general terms and conditions of sale for specific categories, which are different from these general terms and conditions of sale, depending on the Client in question, according to criteria which shall remain objective. The Customer meeting these criteria will then have these categorical general sales conditions applied.
The present conditions only concern services carried out in France for buyers located on French territory. For any service carried out outside France, or for a buyer located outside France, it is advisable to indicate it to obtain a specific estimate.
2.1. Validation of the order
The sale of services is only valid after a quotation or a technical proposal or a technical offervhas been drawn up and the Service Provider has expressly accepted the Customer’s order in writing, evidenced by an acknowledgement of receipt from the Service Provider and acceptance of the quotation.
The quotation and the GTCS form an indivisible whole. It is the Client’s responsibility to verify the accuracy of the order and to immediately report any errors.
Any order implies acceptance of the prices and descriptions of the services offered.
The Service Provider reserves the right to cancel or refuse any order from a Customer with whom there is a dispute over payment of a previous order. The Service Provider also reserves the right to cancel any order that does not correspond to the services it offers.
2.2 Changes to the order by the Client
Any changes to the order requested by the Client will only be considered, within the limits of the Service Provider’s possibilities, if they are notified in writing at least 20 days before the date scheduled for the provision of the ordered services, after the Client has signed a specific order form and the price has been adjusted if necessary.
Any change to the order requested by the Client is subject to the acceptance of the Service Provider who may refuse it.
2.3. Cancellation of the order by the Customer
In the event of a down payment: if the Client cancels the order after it has been accepted by the Service Provider less than 20 days before the date on which the Services are to be provided, for any reason other than force majeure, the deposit paid at the time of ordering, as defined in the “Payment Terms and Conditions” section of these Terms and Conditions, shall be forfeited to the Service Provider and shall not be refunded.
If no deposit has been paid at the time of ordering: if the Client cancels the order after it has been accepted by the Service Provider less than 20 days before the date on which the Services are to be provided, for any reason whatsoever other than force majeure, the Service Provider shall be entitled to retain 10% of the total price (including VAT) of the Services and shall be invoiced to the Client as damages in compensation for the loss thus suffered.
The services are provided at the rates of the Service Provider in force on the day the order is placed, according to the quotation previously drawn up by the Service Provider and accepted by the Client, as indicated in Article 2 entitled “ORDER” above. All prices including VAT. An invoice is issued by the Service Provider and given to the Client for each provision of Services.
The conditions for determining the cost of services for which the price cannot be known a priori or indicated with accuracy, as well as the method of calculating the price enabling the latter to be verified, will be communicated to the Client or will be the subject of a detailed estimate, at the Client’s request, in accordance with the provisions of Article L 441-6 II of the French Commercial Code.
Invoices will be issued corresponding to the services provided and the expenses incurred by provision and as and when they are carried out. Payment of invoices is due upon receipt.
3.2. Price reductions
The Client shall benefit from discounts and rebates according to the importance of the consulting provided.
Art.4. CONDITIONS OF PAYMENT
A deposit corresponding to 50% of the total price of the Services ordered is required when the order is placed.
The balance of the price is payable in cash, on the day of the provision of the Services, under the conditions defined in Article 5 “TERMS OF PROVISION OF SERVICES” below. The Service Provider shall not be obliged to provide the Services ordered by the Client if the Client does not pay the price in accordance with the terms and conditions set out in these General Terms and Conditions of Sale.
The Service Provider reserves the right to refuse to honor an order from a Customer who has not paid in full or in part for a previous order or with whom a payment dispute is being administered.
The Service Provider shall not grant any discount for payment before the date shown on the invoice or within a period shorter than that stated in these General Terms and Conditions of Sale.
4.2 Late payment
Any delay in payment shall result in the immediate payment of all sums owed to the Service Provider by the Client, without prejudice to any other action that the Service Provider may be entitled to take against the Client in this respect.
In the event of non-compliance with the above payment terms, the Service Provider also reserves the right to suspend the provision of the Services ordered by the Customer, to suspend the performance of its obligations and to reduce any discounts granted to the Customer.
4.3. Penalties for delay
In the event of late payment and payment of sums due by the Client after the deadline set out above, and after the payment date shown on the invoice sent to the Client, late payment penalties calculated at the rate of 6% of the amount including tax of the price of the Services shown on the said invoice, shall be automatically and by operation of law payable to the Service Provider, without any formality or prior notice.
4.4. Lack of compensation
Unless the Service Provider has given its express prior written consent, and provided that the reciprocal claims and debts are certain, liquid and due, the Client may not validly set off any penalties for delay in the provision of the Services ordered or for non-compliance with the order against the sums paid by the Client to the Service Provider for the purchase of the said Services, on the other hand.
Art.5. TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
The Services requested by the Client shall be provided within the period specified in the quotation or the technical proposal or the technical offer. This period starts from the date of receipt of all the study materials and/or samples by the Service Provider.
This period shall not apply if the study materials and/or samples received by the Service Provider are unusable.
This period does not constitute a strict deadline and the Service Provider shall not be liable to the Client for any delay in the provision of the Services not exceeding 30 days.
In the event of a delay of more than 30 days, the Client may request the cancellation of the sale. Any advance payments already made shall be returned to the Customer by the Service Provider.
The Service Provider shall not be liable for any delay or suspension of the provision of the service attributable to the Client, or in the event of force majeure.
The Services shall be provided at the location specified in the quotation or technical proposal or technical offer.
The Services may be provided at any other location designated by the Client, subject to 20 days’ notice prior to the commencement of performance, at the Client’s sole expense.
Likewise, in the event of a specific request from the Client concerning the conditions of supply of the Services, duly accepted in writing by the Service Provider, the related costs will be the subject of a specific additional invoice, based on a quotation previously accepted by the Client.
In the absence of reservations or complaints expressly made by the Client upon receipt of the Services, the latter shall be deemed to comply with the order, in terms of quantity and quality.
The Client shall have a period of 7 days from the provision of the Services to submit such reservations or claims in writing to the Service Provider, together with all the relevant supporting documents. No claim shall be validly accepted if the Client fails to comply with these formalities and deadlines.
The Service Provider shall promptly refund or rectify (to the extent possible) to the Client, at its own expense and in a manner agreed to by the Client, any Services which the Client proves to be defective.
In the event of a specific request from the Client concerning the conditions of supply of the Services, duly accepted in writing by the Service Provider, the related costs will be subject to specific additional invoicing, based on a quotation previously accepted by the Client.
Art.6. LIABILITY OF THE PROVIDER – GUARANTEE
The Services provided by the Provider are in accordance with their commercial documentation.
In case of research topics developed for the Client, the Service Provider will propose reports in accordance with the method proposed and accepted by the Client.
In the case of innovative research work provided by the Service Provider, the latter shall not be held liable for the nature of the results obtained by the execution of the protocols proposed and accepted by the Client.
It is the Client’s responsibility to prove any non-compliance. The Client, as a professional, is solely responsible for consulting and choosing the Services provided by the Service Provider.
The Service Provider operates in a field of activity affected by a large number of unforeseeable hazards and circumstances, which make it impossible to accept an obligation of result.
The Client therefore formally acknowledges and accepts that by entrusting the Service Provider with services, the Service Provider shall in any event only be bound by an obligation of means which it undertakes to fulfil perfectly.
The Service Provider warrants to the Client, in accordance with the law, against any lack of conformity of the Services and any latent defect, arising from a defect in the design or supply of the Services to the exclusion of any negligence or fault of the Client.
The Service Provider’s liability shall be limited to proven fault or negligence and shall be limited to direct damage to the exclusion of any indirect damage of any kind.
In order to assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto, inform the Service Provider in writing of the existence of the defects within a maximum period of one month from the date of their discovery.
The Service Provider shall rectify or cause to be rectified, at its sole expense, in a manner acceptable to the Client, any Services found to be defective.
In any event, in the event that the Service Provider’s liability is accepted, the Service Provider’s guarantee shall be limited to the amount (including VAT) paid by the Client for the provision of the Services.
Art.7. INTELLECTUAL PROPERTY
Unless specifically agreed otherwise between the Service Provider and the Client, the Service Provider retains all intellectual property rights to any studies, drawings, models, prototypes, etc., made (even at the Client’s request) for the purpose of providing the Services to the Client.
The Client is therefore prohibited from reproducing or exploiting the said studies, drawings, models and prototypes, etc., without the express, written and prior authorization of the Service Provider, which may be conditional on a financial consideration.
Technical documents, photographs, studies, drawings, models and prototypes, etc., must be returned to the Service Provider on request.
The Client undertakes not to make any use of these documents which might infringe the Service Provider’s industrial or intellectual property rights and undertakes not to disclose them to any third party.
In the event of a change in circumstances unforeseeable at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party which has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its co-contractor.
If the renegotiation is successful, the Parties shall immediately draw up a new order formalizing the result of this renegotiation for the Service Provision operations concerned.
Furthermore, if the renegotiation fails, the Parties may, in accordance with the provisions of Article 1195 of the Civil Code, request the judge by mutual agreement to resolve or adapt the contract.
Art.9. FORCED EXECUTION IN KIND
In the event that either Party fails to fulfil its obligations, the defaulting Party shall have the right to request the compulsory execution in kind of the obligations arising from the present contract. Pursuant to Article 1221 of the Civil Code, the creditor of the obligation may pursue this forced execution after a simple formal notice, sent to the debtor of the obligation by registered letter with acknowledgement of receipt, which has remained unsuccessful, The Party who is the victim of the default may, in the event of non-performance of any of the obligations incumbent on the other Party, request the termination of the contract in accordance with the procedures defined in the article “Termination of the contract”.
Art.10. EXCEPTION OF NON-PERFORMANCE
It is recalled that in application of Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even though it is due, if the other Party does not perform its own and if this non-performance is sufficiently serious, i.e., likely to jeopardize the continuation of the contract or fundamentally upset its economic balance. The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of default sent to it to this effect by the Party suffering the default, indicating the intention to apply the exception of non-performance for as long as the defaulting Party has not remedied the default noted, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of sending. This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date and that the consequences of this non-performance are sufficiently serious for the Party that has been the victim of the default. This option is used at the risk of the Party that takes the initiative.
If the impediment is definitive or lasts for more than 2 months, the present contract will be purely and simply terminated in accordance with the terms and conditions set out in the article Resolution for failure by a party to fulfil its obligations.
Art.11. FORCE MAJEURE
The parties shall not be held liable if the non-performance or delay in the performance of any of their obligations as described herein is due to force majeure, as defined in Article 1218 of the Civil Code.
It is expressly agreed that the deterioration or destruction of study materials and/or samples constitutes force majeure.
The party noting the event shall immediately inform the other party of its inability to perform and justify this to the latter.
11.1. Temporary impediment
The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay. The performance of the obligation shall be suspended for the duration of the force majeure if it is temporary and does not exceed 15 days.
Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented from doing so shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any extrajudicial act.
11.2 Permanent impediment
If the impediment is definitive or exceeds a period of 15 days, the present contract will be purely and simply cancelled in accordance with the terms and conditions defined in the article “Cancellation for force majeure”.
Art.12. TERMINATION OF THE CONTRACT
The order shall be cancelled automatically in the event of a definitive refusal of any authorization for the installation of the Equipment or a technical impossibility mentioned to the client within 20 days of the signing of the order form.
Termination for non-performance of a sufficiently serious obligation
Notwithstanding the clause Resolution for failure by one party to fulfil its obligations set out below, in the event of sufficiently serious non-performance of any of the obligations incumbent on the other Party, the Party suffering the default may notify the Defaulting Party by registered letter with acknowledgement of receipt of the wrongful termination of the present contract, 15 days after receipt of a formal notice to perform which has remained unsuccessful, in application of the provisions of Article 1224 of the Civil Code.
Termination for force majeure
It is expressly agreed that the parties may terminate this contract by operation of law, without summons or formality, in the event of damage to or destruction of the study materials and/or samples.
Termination for failure of a party to fulfil its obligations
Pursuant to Article 1225 of the Civil Code, this resolutory clause specifies the commitments whose non-performance will result in the termination of the contract at the option of the injured party:
- lack of payment for services ordered by the Client,
- lack of analysis or data by the service provider.
The services exchanged between the parties since the conclusion of the contract and until its termination, which have found their use in the course of the reciprocal performance of the contract, shall not give rise to restitution for the period prior to the last service for which no consideration has been received.
In any event, the injured Party may seek damages in court.
Art.13. LANGUAGE OF THE CONTRACT – APPLICABLE LAW
By express agreement between the parties, the present General Terms and Conditions of Sale and the purchase and sale operations arising from them are governed by French law.
They are written in French or English.
In all cases, the Service Provider shall not be held responsible for non-compliance with the regulatory and legislative provisions in force in the country of reception. The Service Provider’s responsibility is systematically limited to the study, report or account drawn up following the execution of the service.
Art.14. ACCEPTANCE OF THE CUSTOMER
These General Terms and Conditions of Sale are expressly agreed and accepted by the Customer, who declares and acknowledges having full knowledge of them, and thereby waives the right to rely on any contradictory document, in particular its own general terms and conditions of purchase, which shall not be binding on the Service Provider, even if it has knowledge of them.
ART.15. PERSONAL INFORMATION
The information contained in this document is subject to computerized processing in order to better serve the Customer, data relating to his purchases and the Service interventions
After-sales service. In accordance with articles 35 and 36 of the law of 6 January 1978, the Customer may obtain information concerning him and, if necessary, request that it be completed or rectified. To do so, it is necessary to write to the address indicated in article 20 hereof. In accordance with Article 27 of the Law of 6 January 1978, it is specified that this information may be communicated to companies belonging to the group. In accordance with article 34, the Customer is informed that all information concerning him/her, in particular his/her civil status and address, is mandatory for the processing of his/her order. Finally, the Customer is informed that data concerning him/her may be transmitted outside the European Union.
Art.16. DISPUTES – COMPETENT COURTS
For any dispute relating to the formation, execution or interpretation of this contract, the parties shall endeavor to settle it amicably.
All disputes to which this contract and the agreements arising from it may give rise, concerning both their validity, interpretation, execution, resolution, consequences and consequences, shall be submitted to the Commercial Court of Pau.
Art.17.CONTACT INFORMATION FOR THE PROVIDER
GEO3CONSEIL, Technopole Hélioparc, 2 Avenue du Président Pierre Angot CS 8011, 64053 Pau Cedex France