General Terms and Conditions of Sale

1. GENERAL CONDITIONS

Any order placed implies acceptance of our general terms and conditions of sale as defined below.

The buyer’s general and specific purchasing conditions are not enforceable against us unless they have been expressly approved in writing by an authorized representative of the seller.

These conditions apply to each customer; the simple act of placing an order implies full and unconditional adherence to these General Terms and Conditions of Sale. These cannot be modified, even by contrary provisions that may appear on the Customer’s purchase orders or in their General Terms and Conditions of Purchase.

2. INTELLECTUAL PROPERTY

IDIL Fibres Optiques retains full ownership of all intellectual property rights related to its projects, studies, and documents of any kind, which may not be shared or executed without its written consent. In the case of written communication, these documents must be returned at the first request.

The technology and know-how, whether patented or not, incorporated in the products and services, as well as all related industrial and intellectual property rights, remain the exclusive property of IDIL Fibres Optiques. The buyer is granted a non-exclusive right to use the products.

3. ORDERS

Orders can be sent to us by mail, fax, or email. Any order, to be accepted, must be based on a written quote from the seller. The validity of these offers is 30 days.

No subsequent modification of the order will be considered without the seller’s written consent. The buyer will bear any additional costs related to the modification request.

Cancellation or suspension of an order is only valid with the seller’s consent and written agreement, stipulating the terms compensating the seller for all costs already incurred.

4. PRICES

The prices of goods sold are those in effect on the day the order is placed. They are expressed in euros and calculated excluding taxes. As a result, they will be increased by the applicable VAT rate and shipping costs on the day of the order.

IDIL reserves the right to modify its prices at any time. However, it commits to invoicing the goods ordered at the prices indicated when the order is recorded, which correspond to a quote.

5. DELIVERY TIMES

The delivery times mentioned in the order-related documents are given as an indication and do not constitute a contractual commitment by the seller.

Under no circumstances can a delay in delivery give rise to penalties or compensation for direct or indirect damages, unforeseen or exceptional, or be considered as grounds for contract termination.

6. TRANSFER OF RISK

Regardless of the specific delivery conditions, all risks related to the goods, including loss and damage risks, will be transferred to the buyer upon handover of the goods to the carrier by the seller or upon collection by the buyer.

The buyer is responsible for verifying shipments upon arrival and exercising, if necessary, claims against carriers, even if the shipment was made freight prepaid.

7. PAYMENT TERMS

The payment deadline for the amounts due is set for the thirtieth day following the date of invoicing unless otherwise stipulated. The invoice mentions the payment date as well as the penalty rate applicable from the day following the payment deadline indicated on the invoice.

In case of total or partial non-payment of the goods delivered on the due date, the buyer must pay IDIL a late penalty equal to three times the legal interest rate, plus a fixed compensation for recovery costs of €40.

In the event of non-payment on the due date, IDIL has the right to demand immediate payment for any subsequent supply and to suspend the shipment of other ordered goods. Additionally, in case of a change in the buyer’s situation (such as death, dissolution, legal settlement, or reorganization, or any event raising concerns about the payment of goods), the company reserves the right to require guarantees, refuse to fulfill ongoing orders, or reclaim goods, without needing to comply with any judicial formality or request contract termination.

8. INSTALLATION

If IDIL agrees to carry out the installation, it is done at the customer’s expense and risk, according to the terms agreed upon in the order confirmation. The customer is responsible for obtaining all necessary authorizations and permits related to the delivery, installation, and commissioning of the delivered product.

Any additional time, not foreseen and not attributable to IDIL, will be billed separately.

9. TECHNICAL ACCEPTANCE

The technical acceptance of the delivered goods must be carried out by the customer within a maximum period of 15 days from delivery. After this period, acceptance will be considered as given.

10. CLAIMS – RETURNS

No return will be accepted without the prior written consent of the seller, and under the express condition that the goods are in the state in which they were delivered, not damaged, not altered, and in their original packaging. Any claim, to be valid, must be made within 15 days of receipt of the goods. Return shipping is at the buyer’s expense.

In case of a dispute or partial execution of the contract, payment remains due for the part of the contract that is not contested or partially executed.

11. RETENTION OF TITLE

In accordance with law 90.335 of May 12, 1980, the goods sold remain the property of the seller until full payment of the price and its accessories, notwithstanding the acceptance of any commercial paper. Payment is considered made only on the date of the actual receipt of the corresponding payment instrument.

Failure to pay any installment may lead to a claim for these goods. The buyer is prohibited from disposing of the goods in any way until this condition is fulfilled.

The buyer assumes, from delivery, the risks of loss or deterioration of these goods as well as liability for any damage they may cause.

12. FORCE MAJEURE

IDIL will not be held liable for delays or failure to fulfill its obligations in the event of force majeure, particularly in the case of natural disasters.

The responsibility of IDIL cannot be invoked if the non-execution or delay in execution of any of its obligations described in these general terms and conditions of sale results from a case of force majeure. Force majeure is understood as any external, unforeseeable, and irresistible event according to article 1218 of the French Civil Code.

13. WARRANTY

IDIL equipment is guaranteed for one year, parts and labor, return to our premises. The warranty for our equipment begins on the delivery date.

Any defect must be reported to IDIL in writing within ten days of its appearance, and in any case within the warranty period. Failure to do so will result in the loss of any recourse under this warranty.

Any equipment opened by the customer or with a damaged “warranty label” will void the warranty.

The warranty does not cover damage due to non-compliance with instructions provided by IDIL, deterioration or accidents resulting from negligence, lack of supervision or maintenance, and improper use of equipment, as well as cases of force majeure.

Under the warranty, IDIL may, at its sole discretion, either replace the defective product, repair it on-site, or grant a discount on the agreed purchase price. Such actions by IDIL are considered as the full and final settlement of all claims and preclude any contract termination by the customer.

IDIL’s warranty is limited to a maximum corresponding to the agreed price for the sale, rental, or service, and no claim can exceed this amount.

For repairs or replacement of parts, the defective part will be sent to IDIL at the customer’s expense, and returned to the customer after repair or replacement at IDIL’s expense. If a technician’s intervention is necessary, the related travel costs are borne by the customer.

IDIL’s warranty is limited to the provisions above. The customer cannot, in any case, claim damages such as costs incurred, losses, loss of profits, or other losses due to a delivery delay or product defect. Replacement, modification, or repair of parts during the warranty period does not extend the product warranty period.

14. JURISDICTION

For any dispute related to the execution or interpretation of these terms, only the Commercial Court of the seller’s registered office will have jurisdiction, which the buyer expressly accepts.

I.D.I.L. SAS / Capital: €1,000,000 / APE Code: 2670Z / SIRET: 401 282 371 00087 / RCS Saint Brieuc / VAT: FR10 401 282 371