General Terms and Conditions of Sale

I – These general terms and conditions of sale define the rights and obligations of S2E and its customers and, consequently, constitute the legal basis for supply contracts for all provisions not subject to specific express agreements.
It is specified that the only general terms and conditions of sale that are authoritative in the context of all commercial relations involving S2E are those appearing on the S2E.fr website on the date of the order.
They override any contrary clauses formulated in any way by the customer, unless expressly agreed by us.

II – Offers originating from S2E, as well as any modifications that may be made during negotiation, shall only be deemed firm if they have been made in writing.
Their validity is limited to a period of one month.
Should the order originate from the customer, it will only be considered accepted after express confirmation from our company.
In all cases, it will be the customer’s responsibility to establish and communicate to S2E a technical specification document summarizing the technical requirements.

III – Any modification or addition to the initial contract implies a new offer from S2E, independent of the initial contract.
Said modification must be subject to a written agreement.

IV – Services provided by S2E for the installation, commissioning, and troubleshooting of supplied equipment will be subject to separate invoicing and imply the customer’s acceptance of the duration and location of the intervention, the hourly rate, packages designed to cover costs incurred during the intervention if applicable, and the price of exchanged parts according to the tariff in force at the time of the intervention.
The same shall apply to training that may be provided to customers, upon their request, regarding the use of the supplied equipment.
The customer always has the option to request a preliminary quote, particularly in the event of a troubleshooting request.
S2E reserves the right, should the quote not be followed by an intervention, to invoice for the time spent on its preparation.

V – It is the customer’s responsibility, firstly, to return the travel preparation sheet communicated by S2E prior to testing and commissioning operations, and secondly, to implement all necessary means (access to flows, layout diagrams…) and safety measures (prevention plan…) so that these operations can take place under optimal conditions, as close as possible to normal use.
Technical acceptance according to the specifications leads to the immediate establishment of a report upon completion of commissioning.

VI – Equipment marketed, manufactured, and supplied by S2E is always deemed delivered to the previously agreed place of delivery, according to the CIP Incoterm, unless otherwise previously agreed.
Consequently, risks remain the responsibility of the customer from the moment of availability within S2E’s warehouses, even though all sales are made under a retention of title clause.

VII – All import customs clearance operations are the responsibility, cost, and risk of the customer, who is responsible for checking the condition of the equipment upon arrival and making all necessary reservations.

VIII – The price of equipment marketed, manufactured, and supplied by S2E is established exclusive of tax (ex-works). Payment for invoices issued by S2E is made, without discount, according to the following schedule:
• 30% of the order amount, payment within 10 days following invoice issuance,
• 30% upon technical acceptance by customers of said equipment in S2E’s workshops, payment 60 days following issuance of the corresponding invoice,
• 30% upon technical acceptance in the customer’s workshops, payment 60 days following issuance of the corresponding invoice,
• 10%, six months from the date of technical acceptance in the customer’s workshops.
The technical acceptance organized by the customer must take place within 30 days following that carried out on S2E’s premises.
Failing this, technical acceptance will be considered completed, and S2E will be entitled to issue the corresponding invoice. The customer’s failure to meet any of the deadlines set above will automatically result in the forfeiture of the term for all sums due to S2E, which will become immediately payable, without prejudice to the suspension of the customer’s right to use the automated computer programs, the ownership of which is retained by S2E.
S2E reserves the right to consider, in such a case, ongoing sales and service contracts as automatically terminated and to retain any deposits already received.
Any sum not paid by the due date shall bear interest calculated at three times the legal interest rate; this penalty cannot be lower than the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points.
Furthermore, in addition to the late payment penalties referred to above, S2E will apply a recovery cost indemnity equal to the costs incurred by it to recover its debt; this indemnity cannot, in any event, be less than the amount of the minimum regulatory indemnity, i.e., 40 Euros.
The customer may not invoke any reason whatsoever to defer or modify payment terms, including a dispute regarding the quality of supplies or a delay in delivery.

IX – S2E retains full ownership of the goods subject to this contract until full payment of the invoiced price, in accordance with the provisions of Law number 80-335 of May 12, 1980.
However, from the moment of availability, and as recalled in Article 6 above, the customer shall assume responsibility for any damage the goods may suffer or cause, for any reason whatsoever.
Until full payment of the price, the goods may not be sold without S2E’s prior consent.

X – Delivery times are indicative and run from the date of receipt, firstly, of the first 30% deposit payable upon order, and secondly, of all elements necessary for the manufacture of the equipment concerned, including digital files and test pieces.
Said pieces, provided free of charge, must meet a quality level consistent with that required in the industrial phase. Given the foregoing, no damages of any kind may be claimed from it for any prejudice whatsoever that the customer may suffer, if applicable, due to non-compliance with deadlines, whether it be direct or indirect, material or immaterial prejudice.

XI – It is the customer’s responsibility to ensure the conformity and quality of the equipment sold, according to the order and the technical specifications.
The absence of reservations regarding the quality or conformity of the equipment, during the establishment of the acceptance report, constitutes definitive acceptance of the commissioned equipment.
It is recalled that, in any event, S2E’s liability is limited to the replacement of all or part of the equipment that is non-compliant or qualitatively insufficient, to the exclusion of any other compensation for damages.
Any compensation in the form of damages is thus excluded, regardless of the nature of the prejudice suffered by the customer, whether direct or indirect, material or immaterial.

XII – Apart from cases of non-conformity or qualitative insufficiency of the delivered equipment, S2E guarantees against any manufacturing defect that may affect said equipment for a period of twelve months from the date of receipt of this equipment on the customer’s premises.
The warranty thus granted obliges S2E only to repair or replace, in its workshops or at the installation site, any part recognized as defective due to a hidden manufacturing defect, to the exclusion of all malfunctions resulting from a lack of maintenance, non-compliant use, or natural wear and tear.
Furthermore, the warranty automatically ceases if the customer, on their own initiative, has undertaken repair or modification work on the delivered equipment, has not scrupulously applied the recommendations provided in the maintenance and user manual supplied to them, or has modified their geographical location without S2E’s prior consent.
The contractual warranty granted by S2E, confirmed by the order, is limited to the repair or replacement of parts of equipment affected by a hidden manufacturing defect (parts, labor, and travel expenses).
Consequently, no damages of any kind may be claimed from S2E for any prejudice whatsoever that the customer may suffer, if applicable, due to this defect or hidden manufacturing defect, whether it be direct or indirect, material or immaterial prejudice, affecting both persons and property.
It is recalled that the equipment manufactured by S2E may be subject to certification by an independent body, at the customer’s request.

XIII – Any notification addressed by either party to the other shall be considered duly made without the need for judicial or extra-judicial proceedings.

XIV – The non-application, by our company, of any of the provisions of these general terms and conditions of sale shall not be considered as a waiver of the right to subsequently invoke the provision in question.

XV – The Commercial Court within whose jurisdiction S2E’s registered office is located shall have sole jurisdiction over any dispute concerning the execution of sales or service contracts, regardless of the terms of sale, services, and the accepted method of payment, even in the event of a third-party claim or multiple defendants.
The contracts are subject to French law.