1. SCOPE OF APPLICATION

1.1 Unless expressly agreed otherwise in advance by our Company (hereinafter referred to as “CIPAM”), all supplies, services, works and interventions of any kind carried out by CIPAM are, without exception, subject to these clauses and general terms and conditions (hereinafter referred to as the “General Terms”), which prevail over any other document of the Client (hereinafter referred to as the “Client”), and in particular over any general terms and conditions of purchase.
1.2 Any specific agreements or derogations from any of the clauses of the General Terms must be the subject of special written provisions from us. In such case, the clauses of the General Terms not expressly modified or repealed by such special provisions shall remain in full force and effect.

2. ORDERS

2.1 Our commitments are limited to documents validated by CIPAM. Consequently, we are only bound by commitments made by members of our staff if they are confirmed in writing by CIPAM.
2.2 The nature, scope and price of the supplies and services (hereinafter the “Supplies and Services”) performed by CIPAM for the Client are specified in a document entitled “Offer”, drawn up by CIPAM on the basis of the information provided by the Client.
2.3 The Client places its order or agreement based on the Offer. Any order must be placed in writing and shall only be valid if accepted by us in the form of an acknowledgment of receipt (hereinafter the “Acknowledgment of Receipt”). The Offer shall form an integral part of the Acknowledgment of Receipt for all provisions not contrary to those of the Acknowledgment of Receipt.
2.4 The Acknowledgment of Receipt and these General Terms together constitute the contract (hereinafter the “Contract”) governing the relationship between CIPAM and the Client. The provisions of the Acknowledgment of Receipt shall prevail over any conflicting provisions of these General Terms.
2.5 Unless otherwise stated, our Offers are binding for a maximum period of 1 month from the date of issue, renewable upon request.
2.6 Studies, sample tests, or prototype manufacturing carried out at the request of a Client but not resulting in the conclusion of a Contract shall be invoiced on the basis of time spent and costs incurred.
2.7 Order cancellations will only be accepted within three working days following receipt of the purchase order or written agreement, provided that they have not yet been acknowledged by us with an Acknowledgment of Receipt. If an order is cancelled after this period or after an Acknowledgment of Receipt has been issued, we reserve the right to invoice the costs incurred by the full or partial execution of the initial order, in addition to compensation for direct and indirect losses suffered by CIPAM.
2.8 Order modifications are subject to amendment and written acceptance by us, under the same conditions as above.

3. PRICES

3.1 Prices are set out in our Offer and, if necessary, confirmed in the Acknowledgment of Receipt.
3.2 Prices are quoted exclusive of tax (excl. VAT). We reserve the right to modify our prices without notice, depending on changes in manufacturer prices and the origin of supplies.
3.3 The minimum invoicing amount is €100 excl. VAT.
3.4 The contribution to shipping and packaging costs is at least €25 excl. VAT per shipment for delivery within Metropolitan France.
3.5 VAT applicable to delivery and invoicing within Metropolitan France shall be charged at the prevailing legal VAT rate.
3.6 Prices indicated in the Offer do not include:

• Supplies and Services not expressly mentioned therein,

• Services performed outside business hours or as part of on-call duty, unless otherwise specified in the Offer,

• Fees payable to CIPAM as a result of modifications to the Services as provided in the Offer, or for the performance of additional Services by CIPAM not listed in the Offer.

4. PAYMENT TERMS

4.1 Invoices will be issued by CIPAM according to the schedule validated in the Offer, unless otherwise specified in our Acknowledgment of Receipt, which shall then prevail.
4.2 The maximum payment term is thirty (30) days net from the date of invoice.
4.3 Payment of our invoices shall preferably be made by bank transfer to the account specified on the invoice.
4.4 The issuance of a draft bill of exchange or any other instrument creating an obligation to pay shall not constitute payment.
4.5 In the case of payment by draft bill, it must be sent within 8 days of receipt of the invoice.
4.6 For a first order less than or equal to €400 excl. VAT, the full order amount must be paid upon ordering.
4.7 For a first order greater than €400 excl. VAT, a 30% down payment must be paid, with the balance due within thirty (30) days net from invoicing, following delivery.
4.8 Where applicable, the payment terms specified in the Offer shall prevail over the provisions of this section.
4.9 No discount shall be granted by CIPAM for cash payment or for payment within a shorter period than that stated in these General Terms or on the invoice. Any other payment conditions must be expressly accepted by CIPAM. The involvement of a credit organization shall not alter these conditions.
4.10 Unless expressly agreed otherwise in writing by CIPAM, and provided that debts are certain, liquid and due, no set-off may be made by the Client between any penalties relating to non-compliance with a performance deadline or defective services and the sums owed by the Client to CIPAM for the performance of Services.
4.11 In the event of non-payment of invoices by their due date, late payment penalties shall accrue automatically from the first day following the payment date indicated on the invoice, calculated at a rate of 1.50% per month. Late payment penalties shall be due without prior notice.
4.12 In addition, a fixed compensation for recovery costs of €40 shall be charged. If recovery costs incurred exceed €40, we will seek additional compensation, subject to justification, it being specified that all recovery costs, including legal fees and expenses, shall be borne by the Client.
4.13 In the event of non-payment, in whole or in part, of any invoice by its due date, we reserve the right to:

• Declare all of the Client’s invoices immediately payable, including those not yet due and regardless of previously agreed payment terms,

• Suspend execution of the order concerned and/or all current orders with the Client,

• Request any payment guarantees we deem necessary,

• Retain, as compensation, all down payments received, without prejudice to any other damages.

5. PERFORMANCE OF SERVICES

5.1 CIPAM undertakes to perform the Services as defined in the Acknowledgment of Receipt in accordance with applicable professional standards and in compliance with the laws and regulations in force in France.
5.2 CIPAM shall make every effort to meet the performance deadlines specified in the Acknowledgment of Receipt. However, such deadlines are not binding, and CIPAM cannot be held liable for any delay not exceeding 30 working days. Furthermore, CIPAM shall in no case be held liable for delays attributable to the Client or to force majeure, as defined in Section 20 below.
5.3 Unless otherwise provided, and in particular unless reserved in the Acknowledgment of Receipt, the delivery period shall only begin on the date of the Acknowledgment of Receipt of the order and provided that the Client has supplied all data and materials necessary for CIPAM to perform the Services.
5.4 Any modification of the order requested by the Client and duly accepted by CIPAM during the execution of the Contract shall result in an extension of the delivery period, the duration of which shall be defined by CIPAM.
5.5 Services shall, where applicable, be performed at the Client’s site as specified in the Offer.
5.6 Services may also be performed at any other location designated by the Client, subject to prior reasonable notice to CIPAM, it being specified that such change may result in an increase in the agreed price and additional costs to be borne by the Client.
5.7 Likewise, any additional specific request from the Client concerning the Services, duly accepted in writing by CIPAM, shall be subject to additional invoicing, on the basis of a prior Offer accepted by the Client.
5.8 Should the performance of the Services be suspended at the Client’s request, the Client shall owe CIPAM a fixed compensation equal to 5% of the original Contract price, as indemnification for loss of earnings caused by the disruption of CIPAM’s planning.

6. CII CERTIFICATION

The approvals issued by the French Ministry of Higher Education, Research and Innovation (MESRI) recognize CIPAM’s capacity to carry out R&D work on behalf of clients. They allow CIPAM’s clients to declare the amounts of R&D operations invoiced by CIPAM, in accordance with Articles 244 quarter B of the French General Tax Code, and Articles 49 septies F and 48 septies M of its Annex 3. However, such approval does not in itself justify the eligibility of the Client’s project for the innovation tax credit, which remains subject to the French tax administration. Only a ruling requested pursuant to Articles L 80 B3° or L 80 B3° bis of the French Tax Procedures Code provides a binding position on the scientific and technical nature of the R&D project that is enforceable against the tax authorities. CIPAM disclaims all liability in the event of a Client’s CII eligibility being challenged by the tax administration.

7. DELIVERY OF SUPPLIES

7.1 Delivery of supplies to the Client is deemed to have occurred when they are made available in the loading area at our premises. If it has been agreed that transport is organized by CIPAM, the supplies shall travel at the Client’s risk, with risk transferring to the Client as from the loading of the supplies onto the truck.
7.2 All supplies on which we have carried out work are deemed to be sold or returned as accepted. The Client may, at its own expense, come to inspect them prior to shipment.
7.3 In the absence of precise instructions regarding the method of shipment and the destination of the supplies, we shall act to the best of our judgment without incurring liability.
7.4 In the event of damage to or shortage of delivered supplies, it is the Client’s responsibility to make all necessary reservations with the carrier. Any supply not subject to reservations by registered letter with acknowledgment of receipt within 3 days following receipt by the carrier, in accordance with Article L.133-3 of the French Commercial Code, with a copy sent simultaneously to CIPAM, shall be deemed accepted by the Client.

8. SPECIFICATION FOR THE SUPPLY OF CUSTOM LABELS

8.1 Permissible delivery tolerances are limited to a tolerance relative to the quantities ordered:

• +/-10% for orders under 100,000 units

• +/-5% for orders over 100,001 units
  8.2 Within these percentages, the quantities actually delivered will be invoiced.
  8.3 Given certain constraints related to specific manufacturing processes, this tolerance may be increased to +/-20% for orders of specific products. Where this tolerance is applied, it will be expressly stated in the quote and the Client will confirm agreement by order confirmation.
  8.4 For invoicing purposes, a counting error of up to 5 per 1,000 units is tolerated; however, this limit may not be invoked against the seller for small-quantity orders or orders of particularly delicate or complex execution.

9. ACCEPTANCE – CLAIMS

9.1 It is the Client’s responsibility to provide all evidence of apparent defects or shortages identified within 3 working days following receipt. No return of supplies may be made by the Client without CIPAM’s prior written consent. Return costs shall be borne by the Client and will only be reimbursed by CIPAM if an apparent defect or shortage is actually confirmed by CIPAM.
9.2 Where, after inspection, an apparent defect or shortage is actually confirmed by CIPAM, the Client may only require CIPAM to repair or replace the items concerned and/or to supply the missing items at our expense, without the Client being entitled to any compensation or to cancellation of the order. Unreserved acceptance of the supplies by the Client covers all apparent defects and/or shortages.
9.3 A claim made by the Client under the conditions and in the manner described in this article shall not suspend the Client’s payment for the supplies or services concerned.

10. INSURANCE – WARRANTY

10.1 The Professional Civil Liability insurance taken out by CIPAM covers the financial consequences of liabilities that may fall upon it due to the Supplies and Services that CIPAM is responsible for performing in accordance with the Acknowledgment of Receipt and these General Terms.
10.2 Equipment and materials sold by CIPAM (excluding accessories such as cables, print heads, batteries, wells, consumables, etc.) are covered by a return-to-workshop parts-and-labor warranty for a period of 1 year from the date of delivery to the Client. This warranty covers non-conformity of the supplies with the order and any hidden defect resulting from faulty materials or manufacturing affecting the supplies and rendering them unfit for use. A design defect is not a hidden defect, and our Clients are deemed to have received all technical information relating to our supplies.
10.3 Developments and services sold by CIPAM are covered by a warranty for a period of three (3) months after delivery or installation, according to the defined analysis, and provided such installation was performed by CIPAM or by persons agreed with CIPAM (Client personnel or a contractor).
10.4 Where CIPAM acts as a service provider, notably for equipment installation, CIPAM warrants only those services performed in accordance with the technical specifications defined by the Client.
10.5 CIPAM’s warranty is limited to the repair or replacement of defective supplies or to the correction of services deemed defective, at CIPAM’s discretion and within the limits defined below.
10.6 Repair, replacement, or modifications carried out during the warranty period shall not extend the duration of any warranty. No warranty shall apply in the following cases, even partially:

• Normal wear and tear of supplies,

• Damage and wear resulting from special, abnormal or improper adaptation or mounting of the supplies concerned, unless performed under our supervision,

• Deterioration or destruction of supplies or accidents resulting from negligence, lack of maintenance or oversight,

• Abnormal use, including of chemical, mechanical or thermal origin, resulting from use not in compliance with the characteristics of the supplies,

• Intervention by the Client or a third party on the supplies without CIPAM’s prior express authorization,

• Moving the supplies without CIPAM’s prior express authorization,

• Hardware maintenance of the computers on which the software covered by the contract is installed,

• On-site interventions and related travel expenses. These will be invoiced separately following a quote and prior Client approval,

• Reconstruction of files in the event of accidental destruction,

• File backups and operational data entry,

• Modifications to be made to the software for its use on hardware other than that provided,

• The Client’s loss of business is excluded from the warranty.
  10.7 Exercise of the warranty is subject to a written request from the Client made within the warranty period and, if requested by CIPAM, to the return in the same condition of the supplies concerned to the address indicated by CIPAM. The costs of dismantling and reassembly of the supplies as well as the transport costs of the defective supplies shall be borne by the Client. However, return shipping costs for repaired or replaced supplies shall be borne by CIPAM. The supplies travel at the Client’s risk, with risk transferring to CIPAM after unloading of the supplies at the workshop on our premises.

11. CLIENT’S OBLIGATIONS

11.1 The Client expressly acknowledges that proper performance of the Services by CIPAM necessarily requires active and good-faith cooperation on its part. The Client therefore undertakes to:

• Promptly provide any information, diagrams, plans, data, studies, and documentation useful to CIPAM for the performance of the Services;

• Promptly inform CIPAM of any existing or potential difficulty, and of any change or development likely to affect the performance of the Services;

• Appoint a project manager for each project as CIPAM’s primary contact, vested with full authority to represent the Client vis-à-vis CIPAM;

• Ensure that its personnel involved in execution of the Contract attend working meetings;

• Allow our teams, and where applicable our subcontractors’ teams, access to its premises during business hours and allow them to use its equipment, where applicable with assistance from its employees;

• Respond as quickly as possible to any question and/or request for validation and/or request for an opinion from CIPAM, it being specified that CIPAM’s performance period may be postponed accordingly;

• In the event of work at the Client’s site, provide our teams and, where applicable, our subcontractors’ teams with all information relating to the rules applicable at the Client’s site of intervention, in particular health and safety rules, and take all measures and provide all equipment necessary to prevent and eliminate risks to CIPAM’s and our subcontractors’ teams.
  11.2 It is expressly agreed that the provision by the Client of premises, equipment, and personnel for the benefit of CIPAM or its subcontractors for the performance of the Services, as well as the consumption of any utilities in this context, may not be invoiced by the Client to CIPAM. Furthermore, the Client undertakes to bear any inconvenience that may be caused during the performance of the Services on its site, in particular production stoppages, and waives any compensation in this respect.

12. LIABILITY

During the warranty period, CIPAM warrants that the Services conform to the specifications provided by the Client and set out in the Acknowledgment of Receipt.
In the event of a defect resulting from proven faults or omissions on our part, we undertake to make all necessary corrections.
However, we shall not be liable for defects, omissions or damage resulting from errors in documents or information provided by the Client.
Nor shall CIPAM be liable for defects, omissions or damage resulting from the Client’s decisions, in particular the choice of equipment on which we were not consulted or to which we expressed objections.
If the Client is recognized as being entitled to compensation for losses resulting from the faults of CIPAM and/or those of our employees and/or those of our subcontractors in the performance of the Contract, the total amount of damages that CIPAM may be required to pay to the Client, on any grounds whatsoever, shall be limited to the total price excl. tax of the Services stated in the Acknowledgment of Receipt, and shall not exceed Fifty Thousand Euros (€50,000).
Under no circumstances shall CIPAM be liable for the Client’s indirect losses.
Indirect losses include, without limitation, loss of revenue, loss of business, commercial prejudice, loss of profit, or any claim brought by any third party against the Client.