Article 1 – General Information – Definitions

The general terms and conditions of sale presented herein (henceforth known as “General Terms of Sale”) define the terms of sale in which they are to be implemented and in which sales are to be concluded on products sold (henceforth known as “Product”) between the company SYSNEXT (henceforth known as “SYSNEXT”) and its clients (henceforth known as the “Client”), jointly referred to as “Parties,” and are binding throughout the entire length of the contract.

Any ordering (henceforth referred to as “Order”) of Product(s) by the Client from SYSNEXT implies the unconditional acceptance of the General Terms of Sale herein, and any specific conditions not provided herein may not be, unless approved in writing by SYSNEXT, put forward by the Client. Products are exclusively designated for professional purposes, hence the provisions of Law no. 78-23 of January 10th 1978 are not applicable to the General Terms of Sale herein.

Article 2 – Orders

Orders and Order Approvals :
When ordering a Product offered by SYSNEXT, the Client must submit an Order to SYSNEXT by any disposable means, namely by fax, email or regular mail. This Order can be materialized by the acceptance of a quote (validity date respected) which could be addressed by SYSNEXT to the Client.

All Product sales are complete and final only after SYSNEXT's written and express approval of the Client's Order. To this effect, SYSNEXT will provide the Client, via electronic or regular mail provided by the latter, a written and signed confirmation of the Order (henceforth known as “Order Confirmation”) within forty eight (48) hours of the said order, which SYSNEXT is free to provide or to refuse, according to its supply and delivery constraints and abilities, or to any other circumstance detrimental to the due processing of the Order.

The Client's Order will then be solely accepted according to the confirmed quantities, as stipulated in the Order Confirmation sent by SYSNEXT to the Client. Such dispositions are taken in the exclusive interest of SYSNEXT, which it may decide to waive.

All references stipulated in the Order Confirmation or, failing that, in the Client's Order, will be deemed to constitute the agreement between the Parties if they have not been contested by the Client by registered letter, together with acknowledgement of receipt, within eight (8) days of the Client's reception of said Order Confirmation (or failing that, within ten (10) days of the Client's Order).

Products are described and presented with the utmost accuracy, notably on SYSNEXT's Web site; however, SYSNEXT is not to be held responsible for eventual errors found in their specifications, as the photographs, graphics and samples are solely intended for illustrative purposes..

SYSNEXT shall not be held responsible for any modification of a Product by a supplier, nor may such modifications affect the validity of the sale of the Product in question. Once the Client has sent an Order to SYSNEXT, it is understood that the prices, volumes and proposed quantities have been accepted knowingly and without reservation by the Client.

Order Cancellation :
All Order Cancellations must first be submitted in writing by the Client for approval by SYSNEXT. SYSNEXT shall not accept cancelation of an order already in production, regardless of the confirmed delivery date. As such, all fees already incurred at the time of the Order Cancellation will be billed to the Client by SYSNEXT at a minimum sum corresponding to ten percent (10%) of the amount of the Order, taxes included.

Article 3 – Prices – Payment Conditions – Penalties

Prices :
The prices of Products sold by SYSNEXT are available upon request by the Client from SYSNEXT's head office, or from its representatives, and the price of any Product ordered by the Client is systematically transmitted to the Client prior to the sale, specifically on any quotation which may be communicated by SYSNEXT to the Client, and/or upon Order Confirmation addressed to the Client by SYSNEXT. In the absence of the Client's signature on any contractual document with SYSNEXT stipulating the prices of the Products, the Client acknowledges without reservation that the applicable prices will be those effective on the date of sale.

Prices indicated on the acceptance of an Order are solely binding upon SYSNEXT for the execution of the said Order. Prices indicated do not include taxes, or shipping, insurance and installation fees. Exchange rates, customs duties, insurance transportation fees and acquisition costs of the components and services may cause SYSNEXT to adjust the prices at any time. Ownership of the Products is transferred to the Client once full payment is received by SYSNEXT.

Payment Conditions :
Unless otherwise stated in SYSNEXT documentation, and expressly accepted by the Client, the payment of the sales price of any Product sold by SYSNEXT to the Client must be made at the time of the Order, and, unless payment is received, the Order will not be considered by SYSNEXT as binding and final and will not be delivered.

The payment period agreed upon between the Parties for the amounts owing may not exceed forty-five (45) days month end, or sixty (60) days from the billing date.

Payment means the actual cashing of checks, bills of exchange, bank transfers and similar transactions. In the case of a bank transfer, the Client will be required to provide a transaction confirmation proving that his bank account has been debited and that his bank has transferred the amount. SYSNEXT may suspend deliveries of its Products or services ordered by the Client until complete payment is received.

Penalties :
In light of an agreement between the Parties regarding payment at a date other than the Order date, the late payment of any amount owed by the Client to SYSNEXT beyond the expected date agreed upon between the Parties will, by right, lead to the immediate payability of any outstanding amounts owed by the Client to SYSNEXT, including the application of late penalty fees, calculated on the basis of the outstanding balance, including taxes, multiplied by a rate corresponding to three (3) times the basic interest rate in effect at the beginning of the given month, and without requiring SYSNEXT to give formal reminder or notice.

Similarly, by express agreement, any late payment settlement will lead to, following a delay of eight (8) days after a formal notice of a default of payment, the payability of an indemnity based on a penalty clause equal to ten percent (10%) of the balance owing, including taxes, which is added to the amount of the principal owed, late penalty fees and eventual damage payments pronounced by the courts. Should SYSNEXT entrust the recovery of this indemnity to a third party, the Client will be responsible for reimbursing all charges and fees incurred.

Furthermore, in the case of non-payment by due date of any amount owed by the Client, SYSNEXT may outright suspend any order or delivery of Products in progress, regardless of their nature and status, and without such suspension conferring to the Client any right to any indemnity that may arise from this suspension.

Article 4 – Delivery

Methods :
Products can be delivered either directly to the Client, or made available by simple notice, or delivered by a carrier. SYSNEXT is authorized to carry out deliveries or to have them carried out in a complete or partial manner. In any event, no delivery may occur if the Client has not fulfilled one or more of his obligations towards SYSNEXT, for any reason.

Delivery Periods :
Delivery periods, as stipulated by SYSNEXT documents, are solely for informational purposes, do not constitute a commitment, and are determined according to the availability of stock and transport. A delay in delivery does not entail the cancellation of an order, or a refusal of the Products and/or penalties or damages of any kind. Direct or indirect consequences of a late delivery or of a complete or partial cancellation of an order shall not entitle the Client to compensation by SYSNEXT.

Fortuitous events or force majeure (acts of God), which make it impossible to fulfill contract obligations temporarily or definitively, relieve SYSNEXT of any responsibility. These include but are not limited to wars, natural disasters, poor weather conditions, fires, accidents, labor disputes, plant shutdowns, supply-chain breakdowns, transport interruptions or delays, lack of transportation material, etc.

In the aforementioned cases, SYSNEXT reserves the right to extend delivery periods during the entire length of fortuitous events or force majeure, or to consider the order cancelled, excluding all damages and interest charges.

Risk Transfer :
Regardless of the mode of transport and payment, the transportation of the Products, even when sold and sent post paid, always remains at the expense, risk and peril of the Client. The Client must verify the contents of the packages upon reception of delivery; in the event of any issues, specifically in cases of delay, loss, theft, damage or missing Product(s) delivered, the Client or his representative must notify the carrier at the time of delivery and reconfirm the said issues by registered mail within three (3) days following the delivery of the Products.

Unloading :
Products are unloaded at the address of the Client as listed on the Order. The Client expressly acknowledges the carrier's right to charge him a detention fee in the event that the unloading period has expired, thereby relieving SYSNEXT of any responsibility.

Claims :
Under penalty of inadmissibility and without prejudice to claims taken against the carrier as defined in §3 listed above, no claim by the Client (particularly regarding the quantity and/or the quality) shall be considered unless it has been sent to SYSNEXT by registered mail within forty-eight (48) hours following delivery. Otherwise, each delivery will be considered as accepted without reservation and will preclude any future claim. No claim may relieve the Client from paying for the Products.

Returns :
Unless otherwise agreed upon, any Product return must be accepted in writing ahead of time by SYSNEXT. Any Product returned without written agreement shall not be accepted by SYSNEXT and shall not generate a credit note. Products shall be returned at the expense and risk of the Client, in the same condition in which they were delivered, in their original packaging and along with a return slip and a copy of the delivery slip. The approval of a Product return by SYSNEXT does not constitute any acknowledgement of responsibility on the part of SYSNEXT.

Article 5 – Responsibility - Guarantee

Subject to public policy provisions, SYSNEXT shall not guarantee the Products against any material or manufacturing damage insofar as any manufacturing and/or assembly of the Products in question are not the responsibility of SYSNEXT.

Furthermore, SYSNEXT shall not guarantee against (a) patent defects, (b) damages and deteriorations caused by normal wear and tear, (c) damages further to an external cause, (d) damages due to faulty installation, usage, disassembly, maintenance, modifications or repairs, (e) appropriation of the Products to a specific usage, (f) third-party products, software and other materials specified by the Client; their guarantee being covered directly by their manufacturer or publisher, (g) damages caused by a modification of the Product that was neither scheduled or nor specified by SYSNEXT or the manufacturer.

SYSNEXT declines all responsibility for the following: (a) indirect or intangible losses such as losses in sales, salaries, income and/or potential earnings for the Client, all of which are expressly accepted by the Client; (b) damages that were repaired by SYSNEXT within a reasonable time frame; (c) damages that the Client could have avoided or could have limited through a reasonable action such as data backup or heeding the advice of SYSNEXT; (d) all elements excluded from the guarantee or by force majeure (act of God).

Should SYSNEXT be found liable, then its sole obligation shall be to repair or to replace, whichever it chooses, the defective Products without any indemnity, damage or interest.

Any Product covered by the guarantee must first be sent to the SYSNEXT after-sales service department, which must absolutely agree to any repair or replacement. Excluding bodily harm, the responsibility of SYSNEXT remains, by express agreement and in all cases, limited to the lower of the following amounts: ten thousand Euros (10,000.00 €) or the price of the Products sold.

Article 6 – Client Obligations

The Client is responsible for choosing Products and determining their suitability, for telephone and mail expenses incurred by contacting SYSNEXT or its representatives, for hardware and software equipment including their performance and user licenses, for the execution of technical prerequisites, for data backup and confidentiality, and for statutory declarations pertaining to the incumbent.

Once the Client submits a design (product, photograph, logo, drawing, etc.) to SYSNEXT, the Client solemnly affirms that he is the sole and legal proprietor or license holder of all rights – including copyrights – for each right, brand, service trademark, registered trade mark, logo, declaration, portrait, graphic, drawing, photograph, image or illustration of any person or any intellectual property forming part of or included in the design.

The Client also certifies that no part of the design (a) violates or infringes upon the legal right or statutory rights of a person or entity, including but not limited to relative rights, copyrights, brands, contract rights, moral rights or official acts; (b) is subject to a known infraction; (c) or is subject to a restriction or right of any kind and/or nature, which may prevent SYSNEXT from legally reproducing the images or the suggested texts.

By the same token, the Client accepts to defend, at his own cost, any complaint, trial or lawsuit brought against SYSNEXT, related to or founded on a complaint according to which all of or part of the design infringes upon or is subject to an erroneous use of a right, brand or third-party right, under the condition that SYSNEXT notifies the Client in writing of said complaint.

Article 7 – Confidentiality – Counterfeit and Right of Use

All documents pertaining to Products provided by SYSNEXT to the Client remain the exclusive property of the former. Therefore, under no circumstance may they be communicated by the Client to third parties.

As per the applicable regulation, the Client is not permitted to, under penalty of prosecution, reproduce in totality or in part Products acquired from SYSNEXT. Also, certain Products such as software, CD-ROMs and discs are sold with a right to personal use, which forbids the Client from copying, assigning or distributing them, other than those conferred by legislation pertaining to ownership.

Any Client who acquires a product from SYSNEXT subject to these regulations accepts, by reading the General Terms of Sale, to comply with the laws and legislation in full effect regarding ownership of these Products.

Article 8 - Resolutive Clause

A Client's non-respect of any provision of the General Terms of Sale, in particular the non-payment at settlement date, allows SYSNEXT the right to suspend the execution of its deliveries or to consider any of the Client's orders cancelled as a matter of right twenty-four (24) hours after formal notice, without prejudice of any damage and interest claims.

Article 9 – Reservation of Title

SYSNEXT sells Products to the Client with a clause expressly subordinating the transfer of ownership of the property once effective payment of the full price, which includes the principal and accessory, is received.

In the case of non-payment of all or part of the price by the settlement date stipulated at the time of the Order or on the Order Confirmation notice or invoice, SYSNEXT retains ownership of the Product until full payment is received, allowing it to claim the Products in the event of non-payment.

In this context, for as long as an amount is owed by the Client to SYSNEXT, the Client is obligated to insure, individualize and stock the Product(s), without modifying them, nor combining them with other Products of the same nature from other suppliers, nor pledging or giving them away. If the Client sells the Product(s) prior to ownership transfer, he becomes the agent of SYSNEXT and the profit from this sale will belong to SYSNEXT.

It is understood that the simple receipt of a title creating an obligation to pay, bill of exchange or other, does not constitute a payment in the meaning of the present clause, and the debt owed to SYSNEXT by the Client remains in force with all guarantees until said commercial paper has been effectively paid.

In the event of repossession by SYSNEXT of the Products delivered to the Client as per the present clause, SYSNEXT will retain all sums already paid by the Client as damages.

The aforementioned provisions do not prevent the transfer to the Client of risks of loss or deterioration of the Products under reservation of title, and this from the moment the Products leave the plant.

Article 10 – Miscellaneous.

That SYSNEXT renounces from availing itself of the violation of any one of the present provisions will not prevent their application in the future and cannot be considered as a renunciation to avail itself of any other infringement. The nullity which would affect any of the present provisions, in part or in totality, will not impact the remainder which will hereby remain in effect without change.

The Client authorizes SYSNEXT to use his name and products developed on his behalf for its own marketing purposes (except in the case of explicit and written objection by the Customer), notably on its Web site. These provisions should not be interpreted as designating SYSNEXT as the agent of the Client.

SYSNEXT reserves the right to subcontract to or to release rights and obligations resulting from contractual relationships to a third party.

Contractual relationships between SYSNEXT and the Client are subject to compliance with French law for their validity, interpretation and execution.

Any litigation relative to the validity, the interpretation and/or the execution of the present General Terms of Sale, or related to them in any way, will be exclusively subject to the relevant courts under jurisdiction of the Appeals Court of Paris (“Cour d'Appel de Paris”), even in the case of multiple proceedings, defendants, incidental claims, introduction of third parties or third-party claims or even provisional orders.

General Terms of Sale
SYSNEXT - 7 rue de Duras - 75008 Paris
Tel.: + 33 (0)1 47 42 66 66 - Fax: + 33 (0)1 47 42 66 67
PLC with a capital of 100,000 Euros - NAF 46.51Z - SIRET 440 065 050 00047

Click on this link for the General Terms of Sale in PDF.