General terms
of sale

1. Scope

These terms govern the sales of inspection and measurement equipment, the rentals and the services carried out by GEO INSTRUMENTATION, a simplified joint-stock company whose registered office is at 2, allée des Garays — 91120 Palaiseau, France.

They are intended exclusively for business buyers. Any order constitutes unreserved acceptance of these terms, which prevail over the buyer's purchasing terms unless otherwise agreed in writing.

2. Quotation and order

Every supply is covered by a written quotation, valid for the period stated on it. The order becomes firm on receipt of the signed quotation or of a purchase order referring to it.

The technical particulars supplied by the buyer (type of structure, quantity to be measured, environmental conditions, access constraints) are binding on the buyer. A change to those particulars after the order may lead to a revision of price and lead times.

Any request to amend or cancel after acceptance is subject to written agreement. Custom-made equipment can be neither cancelled nor returned.

3. Prices

Prices are stated in euros, excluding tax, carriage, special packing and insurance, ex works Palaiseau. They apply to the quantities and configurations set out in the quotation.

The VAT applied is the rate in force on the invoice date. Intra-Community deliveries are invoiced free of tax on production of a valid VAT number; exports follow the applicable customs rules.

4. Payment

Unless a special condition appears on the quotation, invoices are payable within thirty days of their date of issue, by bank transfer. Under article L441-10 of the French Commercial Code, the agreed term may on no account exceed sixty days from the invoice date, or forty-five days end of month.

A deposit may be required with the order, in particular for special equipment; its amount is then stated on the quotation.

Late payment. Any sum unpaid at its due date bears interest automatically, without prior formal notice, at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten percentage points. To this is added the flat-rate collection charge of forty euros provided for by article D441-5 of the French Commercial Code, without prejudice to collection costs actually incurred.

Late payment entitles us to suspend deliveries and services in progress, and makes all sums owed immediately due.

No discount is granted for early payment. The buyer may not apply any set-off unilaterally.

5. Retention of title

Equipment delivered remains the property of GEO Instrumentation until its price has been paid in full, under the French Act of 12 May 1980. Failing payment, it may be reclaimed. The buyer nevertheless bears the risks from delivery onwards and undertakes to insure the equipment.

6. Delivery and transfer of risk

Lead times are indicative and run from receipt of everything needed to carry out the order. A reasonable delay gives rise to no cancellation, compensation or penalty, unless otherwise expressly agreed in writing.

Risk passes to the buyer as soon as the goods are handed to the carrier. It is for the buyer to check the packages on arrival and, in the event of damage or shortage, to register written reservations with the carrier within three days and to inform GEO Instrumentation.

Carriage and packing are invoiced in addition, on the terms stated on the quotation.

7. Acceptance and claims

The buyer has eight days from delivery to report any apparent non-conformity in writing. After that time the equipment is deemed to conform to the order.

No return is accepted without prior written agreement. Returned equipment must be in its original packaging, complete and in resaleable condition.

8. Warranty

Equipment benefits from the statutory warranty of conformity and the warranty against latent defects, on the terms laid down by law. GEO Instrumentation remedies the defect, at its option, by repair or by replacement of the defective part, to the exclusion of any other compensation.

Excluded from the warranty: normal wear, damage resulting from installation not in accordance with the instructions, from use outside the specifications, from lack of maintenance, from modification or from work by a third party, and damage of external origin — lightning, flooding, exceptional movement of the structure, malicious act.

Sensors embedded or sealed into a structure cannot, by their nature, be removed: the warranty is then limited to supplying replacement equipment, excluding any making-good works.

9. On-site work, support and training

On-site work is invoiced in accordance with the accepted quotation. The buyer provides access to the site or structure, the safety of personnel, the necessary permits and the agreed facilities. Any waiting time or standstill not attributable to GEO Instrumentation is chargeable.

Travel, accommodation and meal costs are recharged on the terms stated on the quotation.

10. Equipment rental

Rented equipment remains the property of GEO Instrumentation. The hirer has legal custody of it throughout the rental: the hirer bears the risk of loss, theft and damage, and undertakes to insure it for its replacement value.

Equipment is returned in the condition in which it was received, normal wear excepted. Refurbishment and missing parts are invoiced. The rental runs until the equipment is actually returned.

11. Liability

GEO Instrumentation is bound by a duty of care rather than a duty of result. Its liability is limited to direct, proven damage and capped at the tax-exclusive value of the order concerned.

Indirect damage is expressly excluded, in particular loss of operation, loss of data, site delay, commercial loss and the consequences of decisions taken by the buyer or by a third party on the basis of measurements.

The interpretation of measurements and decisions taken in reliance on the data are the responsibility of the client and its advisers.

12. Intellectual property and confidentiality

The studies, drawings, diagrams, manuals and developments supplied remain the intellectual property of GEO Instrumentation. They are provided solely for the needs of the project concerned and may not be reproduced or passed to a third party without written agreement.

Each party undertakes to keep confidential the technical and commercial information received from the other.

13. Force majeure

Neither party is liable for a failure resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code. Obligations are suspended for the duration of the event. If it lasts more than three months, either party may cancel the order without compensation.

14. Personal data

Contact details collected in the course of the commercial relationship are processed in order to perform the contract and kept for as long as necessary, on the terms described in our privacy policy.

15. Governing law and jurisdiction

These terms are governed by French law, to the exclusion of the Vienna Convention on the international sale of goods.

The parties endeavour to settle their differences amicably. Failing that, the Commercial Court of Évry has sole jurisdiction, including in the event of a warranty claim or of multiple defendants.

16. Language

Where these terms are translated, only the French version is authoritative.