I – GENERAL REMARKS:
Placing an order automatically entails acceptance of these General Terms of Sale and, where relevant, of the special conditions specified at the time of the order.
Offers are valid within the limits of the option period which, unless otherwise stipulated, is fifteen days starting from the presentation of the offer. Any information on the catalogues, manuals and price lists is for information only; OMNI SURVEY may have to make changes to it at any time without notice.
No additions, omissions, or modifications to any of the provisions of these terms of sale will be binding on OMNI SURVEY without their written agreement.
II – THE ORDER:
Once a customer places an order, OMNI SURVEY will acknowledge receipt of the order and will have the option of notifying refusal or amendment within three days of acknowledgement of receipt. If no refusal or amendment is notified, the order becomes binding at the end of the third day following the acknowledgement of receipt. Any changes to the order notified by OMNI SURVEY during this period shall be considered accepted by the customer, unless the customer notifies OMNI SURVEY of its opposition in writing within three days starting from the date of the notification. In the event of a change, the order shall only be considered final upon receipt of the customer’s consent, or on expiry of this three-day period. In the event of a modification of any kind (designation, quantity, etc.) to an order already received and confirmed by OMNI SURVEY, the conditions granted previously cannot be extended without OMNI SURVEY’s consent.
III – THE PRODUCTS AND SERVICES ORDERED:
OMNI SURVEY’s commercial proposal and invoice itemize the products and services ordered, which may be hardware, software, or related services.
OMNI SURVEY can sell hardware sourced from different suppliers, for whom they are the authorized distributor. The technical characteristics and documentation of this hardware is the responsibility of the supplier and is handed over as is by OMNI SURVEY.
Supply of software:
OMNI SURVEY grants the customer the right to use each software program ordered or which is integrated into hardware sold. The conditions under which this right of use is granted, and the obligations the customer accepts vis-à-vis the supplier of the software concerned, may be detailed in a license issued by the latter and appended to the invoice and to these general terms. The customer undertakes to forward the terms of this license to its end customer.
In the absence of a licence and specific conditions, the right to use the software ordered or installed in hardware sold by OMNI SURVEY is limited to the operational implementation of a single copy of this software, to the exclusion of any right of reproduction, modification, or correction of errors. OMNI SURVEY is not, under any circumstances, responsible for any problems that may affect the software, nor for the temporary interruption (in particular for correction, update, or other reason) or permanent discontinuation, by the publisher of this software.
When the hardware sold, or the software supplied, are subject to a maintenance or update service from their supplier, ordering them from OMNI SURVEY entails the ordering of the service in question, the financial conditions of which are itemized in the commercial proposal and the invoice.
OMNI SURVEY may also provide itself or via the supplier or a third-party provider, additional services, such as installation, which will be subject to a separate order at conditions stipulated in the commercial proposal and the invoice.
In the event that OMNI SURVEY is to provide Training or Professional services, the proposed terms thereof will be set out by OMNI SURVEY in a quote and subject to acceptance by the customer by Purchase Order. Unless otherwise agreed in writing, payment will be made in advance in respect of any such Training, or upon receipt of an invoice for Professional Services.
The purchase of hardware or the supply of software ordered from OMNI SURVEY does not confer any intellectual property rights on the customer and obliges them to respect any intellectual property rights held by the supplier of the hardware or the software concerned. In consideration of which, the customer is guaranteed against any breach of quiet possession due to a third-party claim affecting an intellectual property right and with the consequence of a restriction or prohibition of use of the hardware or software supplied. On the other hand, OMNI SURVEY shall not be liable in any way for any problems arising from the operation, introduction, or maintenance of software that it did not supply.
IV – PRICES:
Goods and equipment will be invoiced at the OMNI SURVEY’s rate valid on the date of delivery. Prices are exclusive of any tax, duties, fees, or other government levies; any taxes, delivery charges, fees, shipping, packaging and insurance will be invoiced in addition when applicable, at the rate applicable on the date of sale or delivery. Orders for special services and products not on OMNI SURVEY’ price list shall be invoiced at the price stipulated in the commercial proposal.
Where Services are provided on a fixed price basis, the total price for the Services shall be the amount set out in the relevant Statement of Work, and the customer is liable to pay hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by OMNI SURVEY in providing the Services.
Acceptance of these general terms of sale implies the customer’s express agreement to receive, where relevant, electronic invoices in substitution of paper invoices from OMNI SURVEY.
VI – DELIVERY TIMES:
The delivery times communicated to the customer are given as an indication, as OMNI SURVEY is dependent on its own suppliers. Time of delivery is not of the essence.
OMNI SURVEY is entitled to suspend or cancel a delivery in serious circumstances, and in particular in the following cases:
– Should the customer fail to comply with the agreed payment terms;
– Should the customer fail to provide OMNI SURVEY in a timely manner with the technical, financial or commercial information or specifications, necessary for dispatch;
– Events such as social strife, epidemic, war, requisition, fire, flood, tooling accidents, significant scrapping of parts during manufacture, interruption or delays in transport, or any cause leading to a partial or total work stoppage at OMNI SURVEY or their suppliers. The possible prohibition on exports pronounced by the government of the country of origin of the hardware is considered, among other things, as a case of force majeure.
In any case, the time for obtaining administrative permits and carrying out formalities is added to the delivery time communicated to the customer.
VII – TRANSPORT AND DELIVERY:
For deliveries in the United States of hardware products, the customer mandates OMNI SURVEY to organize the transport of said products to the delivery address according to the information communicated by the customer.
In the absence of any special purchase conditions on the customer’s purchase order, the goods are deemed as having to be delivered to the customer at their head office. Insurance can be provided by OMNI SURVEY up to customer delivery; these costs will be invoiced as a fixed price.
No recourse may be exercised against OMNI SURVEY, the forwarding agent or the carrier for losses, spoilage or damage incurred by the goods, unless an official report with irrefutable probative force has been sent to the carrier or the forwarding agent within two days and OMNI SURVEY formally notified within the same time period.
The accessibility and layout of the premises intended to receive heavy, cumbersome equipment must be provided in a timely manner by the customer; OMNI SURVEY shall not bear the cost of this under any circumstances.
VIII – RETURN OF GOODS:
No merchandise can be returned without the prior written agreement of OMNI SURVEY.
OMNI SURVEY must be notified of the intention to return, within 7 days of delivery, and all goods must be undamaged and in their original packaging.
The costs of transport and re-warehousing are the responsibility of the customer. Unless otherwise agreed, a restocking fee of 30% will be charged.
The customer should return the equipment within 7 days after obtaining the consent.
IX – TERMS OF PAYMENT:
For customers who do not have a credit account with OMNI SURVEY, payment is due prior to the order being processed.
Requests to open an account should be accompanied by the usual banking and commercial references as well as documents permitting an analysis of solvency.
Except for special conditions, payments from customers with a credit account with OMNI SURVEY are due within 30 days from the date of invoice. Payments must be made by bank transfer or check. Payments cannot be made in cash.
X – FAILURE TO PAY:
Interest shall be due and payable on all late payments starting from the date payment was due
In the absence of payment of a single instalment (or of a single draft on the due date), the entire amount of the sums owed by the customer to OMNI SURVEY shall immediately become payable. Deliveries and orders in progress may be suspended. The sale will only be completed, and title transferred on full and final settlement of the invoices.
OMNI SURVEY may remove the credit facility, reverting the account to payment with order, without notice, at their discretion.
XI – GUARANTEE:
The hardware is guaranteed for a period stipulated in the manufacturer’s documentation accompanying the equipment and, failing this, the guarantee is for a period of 12 months.
The guarantee only relates to parts deemed faulty by OMNI SURVEY, subject to the defects observed not being caused by improper use or handling by the customer.
The guarantee shall cease immediately if an intervention is carried out for any reason whatsoever by a repairer not approved by OMNI SURVEY.
In respect of this guarantee, the only obligation incumbent upon OMNI SURVEY is to organize the repair or replacement of the product or part which has been recognized as being faulty by the manufacturer, and returned to the address indicated by OMNI SURVEY.
The return of products under guarantee must have the prior approval of OMNI SURVEY. To this end, the customer shall contact OMNI SURVEY’s support service by telephone or email [email protected]
If the product is recognized as being faulty, OMNI SURVEY will give the customer a product return code. Products recognized as being faulty should be returned in their original packaging, along with the return code.
Products or parts replaced under the terms of the guarantee shall become the exclusive property of OMNI SURVEY.
Interventions under the guarantee do not extend the guarantee.
XII – LIABILITY:
The customer acknowledges that they are professionals, and in this respect, they are knowingly buying the hardware or software that is the subject of the agreement between the parties and state that they are adequately informed of the use and intended purpose of the hardware or software.
OMNI SURVEY may not be held liable for the incompatibility of the hardware or software with other equipment or software with which it is intended to be operated. In particular, OMNI SURVEY cannot be held liable for any direct or indirect, temporary or permanent impact the installation of equipment may have on an existing installed system.
OMNI SURVEY is only responsible for direct damage caused by a fault in the equipment, the software or services provided by OMNI SURVEY, within the double limit of the loss effectively suffered by the customer due to this fault and the price of the equipment, software or services sold.
Any losses that are indirect, commercial and from loss of revenue, including the loss of data and operating loss, are expressly excluded, as well as are all situations of force majeure.
In the event of the necessity for an update or corrective installation, the customer is informed that OMNI SURVEY cannot intervene before receipt of said updates and corrections from the manufacturer and cannot be held liable for any delays incurred.
XIII – THE CUSTOMER’S COMMERCIAL COMMITMENTS
The customer undertakes to apply the best commercial standards as well as the laws applicable in their territory and not to harm OMNI SURVEY’s commercial reputation through the products supplied by them. In particular, the customer undertakes to provide accurate, up to date information about the characteristics, performances and possible uses of the products commercialized by OMNI SURVEY. The Customer also undertakes to obtain and renew any authorization necessary for the sale of the products in the country in which they are established. The customer also undertakes to respect and enforce the intellectual property rights protecting the equipment sold by OMNI SURVEY as well as the software for which a license is granted.