XterConnect is dedicated to delivering best of quality, highly secured products and solutions for industrial IoT based on LoRaWAN™ connectivity.
- Creation year : 2016
- Country origin :
- Number employee : 7
- Revenue : nc
- Seller commercial condition
XTERCONNECT SAS GENERAL TERMS & CONDITIONS OF SALE – 1st October 2018
1. INTERPRETATION & DEFINITIONS
1.1 - The present general Terms & Conditions of Sale (hereinafter "TCS") apply only to sales of all XterConnect products supplied by Xterconnect SAS and / or any additional services associated with them (excluding the “Xter-Mobile” mobile application and “Xter-Works” IoT platform and cloud Service enabled for these products), unless otherwise agreed in writing by the Parties to the order, separate from the order form and / or the order confirmation.
Pursuant to Section L441-6 of the French Commercial Code, these TCS will prevail over any other general or specific conditions not expressly agreed to and accepted by Xterconnect SAS, and particularly over any terms and conditions of purchase of the Customer.
These TCS in the English language shall apply to all Customers worldwide, except for those Customers in or to France, where the French version of Xterconnect’s TCS (CGV – Conditions Générales de Vente) shall be applicable in the local language version and supplied with all orders and sales.
1.2 - Any Xterconnect Products sold or services performed in association with these Products by the company Xterconnect SAS implies the unconditional acceptance of these Terms & Conditions by the Customer.
1.3 - The information contained in the catalogues, price lists, flyers and manuals are given for information only, and Xterconnect SAS reserves the right to modify them at any time and without notice.
In these TCS the following words shall have the following meanings:
Customer: means the person(s), firm or company who purchases the Products from Xterconnect or to whom Xterconnect supply Services;
Company or Xterconnect: means Xterconnect SAS with its registered address at 2b Avenue des Cistes, 13830 Roquefort la Bedoule, France,
Contract: means any contract between Xterconnect and the Customer for the sale and purchase of products or for the supply of Services in relations to these Products only, which shall be governed exclusively by these TCS;
Delivery Point: means the place where delivery of Products is to take place under condition 4;
Partner/s: means Xterconnect Partners, which may develop, own or manufacture part or all of any of the Product range;
Products: means any XterConnect Products only and as agreed in the quotation or contract and/or supplied or to be supplied to the Customer;
RMA: means return merchandise authorization whether in reference to an RMA application form or issued RMA number.
Services: means any services agreed in the to be supplied to the Customer in relation to the Products and shall exclude the XterMobile mobile application and XterWorks IoT platform, both of which shall be subject a separate Service Level Agreement which does not form part of this TCS;
TCS: means these general Terms & Conditions of Sale;
2. APPLICATION OF TERMS
2.1 - Subject to any variation under condition 2.2 the Contract for the supply of Xterconnect Products or Services associated with them (such as Product or operating platform customisation) will be on these conditions, unless otherwise agreed between Xterconnect and the Customer and no terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.2 - These conditions apply to sales of all Product mentioned herein and any variation to these conditions and any representations about the Products or Services shall have no effect unless expressly agreed in writing and signed by an authorized officer of the Company. The Customer hereby acknowledges that they have not relied on any statement, promise or representation made or given by on behalf of the Company, which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.3 - Each order for Products or Services (or acceptance of a quotation) by the Customer from the Company shall be deemed to be an offer by that Customer to purchase such Products or Services and strictly subject to these Terms & Conditions.
2.4 - The Customer must ensure that the terms of their order and any applicable specification are complete and accurate and the Customer hereby agrees immediately inform the Company in writing of any such missing or inaccurate documentation as to allow the Company to complete the documentation or remedy any inaccuracies, including the Customer reviewing their own purchase order to ensure order is for the correct Products and volumes (as to avoid later returns or exchanges).
2.5 - Any quotation is given on the basis that no Contract will come into existence until the Company accepts and confirms a Customer purchase order in writing, unless otherwise agreed between the Parties in writing and afterwards the Company dispatches the Products or Services. Any quotation is valid for a period of only 30 days from its issue date, unless the Company extends such a period in writing and provided that the Company have not previously withdrawn it or advised the customer of any sudden changes in writing. Sales occur upon written express acceptance of the Customer’s purchase order by the Company and at the prices in force at the time of such purchase order.
2.6 - All Products shall be invoiced on the date of shipment and shall be payable in accordance with the payments terms as validated for the Customer.
2.7 - All prices are in Euros net excluding any taxes and delivery charges. Any additional applicable taxes, whether transport, duties or any others taxes are payable in accordance with French law or laws of the importing country, whichever applicable and whereas Xterconnect shall to the best of its ability ensure that all French and/or European community taxation and additional charges are included in the quotation, it is the Customer’s sole responsibility to check and ensure that they understand, comply with and pay all applicable taxes for Goods and/or Services provided outside of the European community. For the avoidance of doubt, Xterconnect shall bare no liability for any taxes or additional charges whatsoever except to ensure the proper application and accounting of French and European community VAT (Value Added Tax) rules. Xterconnect reserves the right to change or revise its pricing at anytime, which shall not affect any orders already placed by the Customer and approved by Xterconnect.
2.8 - Any samples provided or loaned by the Company must be returned to the Company in the same condition as received, carriage paid, within one month of the date of dispatch unless otherwise agreed with the Company in writing, failing which, such Products or Services shall be automatically thereafter invoiced to the Customer at “rate card’ pricing (Customer approved discount rates will not apply) and the Customer shall be liable to pay the invoice within 7 days of issue (no credit terms will be applied).
2.9 - No order which has been accepted by Xterconnect may be cancelled by the Customer except with the agreement of Xterconnect in writing and on the terms that the Customer shall indemnify the Company in full against all loss (including loss of profits), costs (including cost of all labour and materials used), damages, charges and expenses incurred by the Company (if any) as a result of any such cancellations. The Customer shall be permitted to amend or change their order in certain cases and strictly subject to the provision of Clause 4.5 on the return or exchange of Products.
3. PRODUCT DESCRIPTION & INTELLECTUAL PROPERTY
3.1 - The description and/or model of the Products or Services shall be set out in the Company quotation or acknowledgment of Customer order and the Product technical specification sheet and operational manual for each Product shall be available upon request from firstname.lastname@example.org
3.2 - All sample drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products and Services described in them. They will not form part of this Contract. As Products, designs, packaging and sizing may change from time to time, the Company encourages all Customers to visit our website or request specific Product information prior to placing a Purchase Order (please contact us at: email@example.com).
3.3 - Xterconnect and its Partners reserve the right to make changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied or customised to Customer-specific specification, which do not materially affect their quality or performance.
3.4 - All present and future rights to Intellectual Property including inventions and improvements, trade marks (whether registered or common law trademarks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction, including but not limited to all rights in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data, formula, or work product, schematics, demonstrators, prototypes and all work products developed in whole or in part by Xterconnect and/or its Partners shall remain the sole property of Xterconnect and/or its Partners.
3.5 - All Products are sold fit for their purpose and use as described in the Product specification and operational manual and should not be tampered with or customised in any way whatsoever, other than by Xterconnect or duly authorised Partner of Xterconnect. Any unauthorised tampering with, customisation of the Product or any services, licenses or Intellectual Property associated with the Product is hereby strictly forbidden and any such action would result in the warranty automatically being void and Xterconnect and/or any of its Partners cannot be liable whatsoever for any damages or injury resulting from it.
3.6 - Product purchase and ownership is understood and accepted by Customer to be for personal or commercial use only and any copying or reverse engineering whether in part of all (and whether in a hardware or software sense) of the Product or any services associated with it may further result in Xterconnect and/or its Partners taking further action against the Customer.
3.7 - The Product guarantee is automatically void if the Product shall be: tampered with or modified in any way whatsoever, abused, damaged due to negligence or accident, misused, wrongly installed, and including acts of God and Xterconnect and or any of its Partners shall not be liable for any injury or damages whatsoever. The guarantee is valid worldwide for a period specific to each Product model as described herein under section 13, valid from the date of invoice of sale for the said period.
4. DESPATCH, DELIVERY , RETURNS & CANCELLATIONS
4.1 - If the Customer fails to accept delivery of any of the Products or fails to give the Company adequate delivery instructions, documents, licences or authorisations then without prejudice to any right or remedy available to the Company, the Company may:
(a) Store the Products until delivery and charge the Customer for all related costs and expenses including insurance and storage, and also charge an interest on the delayed payment based on the Late Payment Directive 2011/7/EU until such payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) calculated at minimum 8% per annum above European Central Bank’s reference rate; or
(b) Sell the Products at the best price readily obtainable and (after deducting all related costs and expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
4.2 - The standard delivery of Xterconnect SAS Products is ex-works (EXW INCOTERMS® 2010). Once delivered at the factory/warehouse door, no Products may be returned to Xterconnect without its prior written consent of the Company and the Customer should ensure his own shipping agent collects the Products when ready. The Customer is also free to use the chosen agent or carrier of Xterconnect, but in this case, unless otherwise agreed with Xterconnect, the Customer remains fully responsible for any transportation problems (deterioration, theft, loss) and can in no way hold the Xterconnect responsible (Article 100 of the French Commercial Code).
4.3 - In the case delivery has been agreed with Xterconnect on whatever terms, the delivery of the products is carried out to the address indicated on the order form of the customer or the estimate the company has provided. Any carriage or insurance costs as may be requested by the Customer shall be advised on request on a case-by-case basis, please note all Products despatched Ex-Works are not insured for shipment unless so agreed with Xterconnect in writing prior to shipping.
4.4 - Orders sent on free delivery basis will be sent via a parcel carrier (subject to product stock availability) on a next service (unless service is unavailable for logistical, public holiday or any other reasons beyond the Company’s control). An enhanced delivery service can be requested when an order is placed and will be advised charged at the appropriate requested service rate.
4.5 - If the Customer wishes to return or exchange any Products ordered or already shipped then the following will apply only in the case of stock Products (meaning standard off-the-shelf Products which have not been customised or adapted for the Customer in any way whatsoever):
(a) If a Customer orders the wrong Products and wishes to amend the purchase order prior to shipment, then up to 48 hours from receipt of the original Purchase order all changes (subject to new Product availability) shall be free of charge, and up to 5 days a handling or exchange charge of 10% shall be applied on the total Product price in the original invoice (excluding VAT), strictly subject to the Products not having been shipped prior to this period; or,
(b) If the Products have been shipped, the Company will consider a Customer request to exchange the Products on a case by case basis only if such Products have not been customised or modified for the Customer in any way prior to shipping or by the Customer after shipping in which case the Company may agree to accept the Products back in their original form at its sole discretion and in such case a re-stocking charge of 10% shall be applied on the on the total Product price in the original sales invoice (excluding VAT) for exchange against other Products subject to a minimum same total Product purchase value as the original invoice and not less.; or,
(c) If a Customer wishes to simply return any Products for a refund, the same conditions will apply as in (b) above and a 30% re-stocking charge shall apply on the total Product price in the original invoice (excluding VAT) subject to Xterconnect agreeing to accept such returns at its sole discretion.
Please note: In all such cases the Company will only consider these options at its sole discretion if the Products can be returned to the Company, in perfect, unopened, unused and as new condition within 45 days from the date of the original invoice as to enable them to be resold immediately (unless otherwise approved by the Company). Furthermore the Company shall not refund any part of any transport costs, duties, taxes or any other costs whatsoever and all Product returns shall be paid for by the Customer (unless returns are for faulty or wrongly shipped Products).
4.6 - Any returns must be approved by Xterconnect prior to shipping back and the Customer shall only be authorised to ship the Products back once they have completed an RMA form (Return of Merchandise Authorisation) which has been accepted and approved by Xterconnect and the Customer has received an RMA number from the Company (an RMA form is available on request from our logistics department at firstname.lastname@example.org).
4.7 - The RMA process needs to be followed in the same manner as described above for a Customer returning any faulty goods for replacement or repair under the warranty scheme or as otherwise agreed with the Company.
4.8 - Subject to the other provisions of these conditions Xterconnect shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profit, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of Products (even if caused by Our negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds (180) days.
4.9 - Any return of products which did not respect the above procedures and RMA process or which have not been otherwise approved by Xterconnect shall not qualify for return or any refund or claim.
5.1 - The quantity of any consignment of Products as recorded by Xterconnect upon despatch from our warehouse or distribution point shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary. In any event shortage claims will only be considered if the carrier and Xterconnect receive written notice of such shortage within three days of delivery. Please note that it is the strictly and sole responsibility of the Customer to ensure that they have counted and checked the delivery (number of boxes and products as well as the condition on receipt) before signing any delivery note to any shipping agent/courier and in the event there is a shortage or any other discrepancy, the Customer must write/list all such issues on the delivery note in the comment area provided or above their signature (without which any shortage or damage may be very difficult to prove).
5.2 - We shall not be liable for any non-delivery of Products (even if caused by our negligence) unless written notice is given to the Company within 3 days of the date when the Products would in the ordinary course of events have been received.
5.3 - Our liability for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products, unless the shipment has been sent uninsured at the Customer request where the Customer may have arrangement their own shipping insurance (in which case it is for the Customer to claim on their insurance).
6. PAYMENT, RISK & TITLE
6.1 - Unless otherwise stated in writing, invoices are payable according to the conditions defined when opening an account with the Company and subject to various credit checks and approvals. The due date for all amounts invoiced appears on each respective invoice. Whatever the method of payment agreed between the parties, the payment will be considered as paid in full after the actual full amounts have been received in bank account of Xterconnect SAS (bank payment details enclosed on each invoice).
6.2 - Any amount not paid at the due date will result in penalties being applied for the Customer to pay additionally, calculated from the day following the due date on the invoice and set at five times the legal interest rate. In application of the provisions of Article L 441-6 of the French Commercial Code, these penalties become automatically due upon the Customer receiving a notice informing the Customer that they have been charged with such penalties.
6.3 - In accordance with Articles L 441-6 and D 441-5 of the French Commercial Code, any delay in payment entails, in addition to penalties for late payment, an obligation for the debtor to pay a lump-sum indemnity of € 40 for expenses to the Company for recovery of the debt. Supplementary compensation may be claimed, on receipts, when the recovery costs incurred exceed the amount of the lump sum of indemnity.
6.4 – Xterconnect may suspend orders pending or in progress, deliveries or the Customer account pending the full settlement of all overdue payments, however under no circumstances may payments be suspended by the Customer or be subject to any compensation without the prior written consent of Xterconnect SAS and furthermore, if a Customer continues to delay or is unable to pay amounts due on time and unless otherwise approved by the Company, Xterconnect reserves the right to terminate the contract with immediate affect upon which all payments payable to the Company under the Contract shall become due immediately on its termination regardless of any other provisions herein. And the Company may also apply to the courts to ensure full recovery of its products and/or any outstanding amounts, costs losses associated with the Customers’ failure to pay on time.
6.5 – All Products are placed at the Customer’s risk from the time of delivery and ownership of the Products shall not pass to the Customer until Xterconnect shall have received full payment (cleared funds in the Company’s bank account) for the Products in question and against the invoice due for payment (including any other charges or penalties whatsoever associated with them).
6.6 Until ownership of the Products has passed to the Customer, The Customer must ensure that they:
(a) Hold the Products on a fiduciary basis as our bailee;
(b) Store the Products (at no cost to Xterconnect) separately from all other Customer Products or those of any third party in such a way that they remain readily identifiable as the Property of Xterconnect SAS;
(c) Not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and,
(d) Maintain the Products in a satisfactory condition and keep them insured on behalf of Xterconnect for their full price against all risks to Xterconnect’s reasonable satisfaction. On request the Customer shall produce the policy of insurance to Xterconnect; and
(e) Hold the proceeds of any insurance claim for the Xterconnect Products from the insurance referred to in condition 6.6(d) on trust for Xterconnect and not mix them with any other money, nor pay the proceeds into an overdrawn bank account, to advise Xterconnect immediately of such proceeds and agree an immediate settlement with Xterconnect in respect of these Products (unless otherwise agreed upon with Xterconnect).
6.4 The Customer may resell the Products before ownership has passed to the Customer solely on the following conditions:
(a) Any sale shall be effected in the ordinary course of the Customers’ business at full market value; and
(b) Any such sale shall be a sale of Xterconnect property on the Customers’ own behalf and the Customer shall deal as principal when making such a sale.
6.5 The Customer right to possession of the Products shall terminate immediately if:
(a) The Customer has a bankruptcy order made against them or the Customer make an arrangement or composition with their creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of the Customer’s undertaking or any part thereof, or documents are filed with the court for the appointment of Your administrator or notice of intention to appoint an administrator is given by the Customer or the Customer’s directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the Customer winding up or for the granting of an administration order in respect of the Customer’s business, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer’s business; or
(b) The Customer suffer or allow any execution, whether legal or equitable, to be levied on the Customer’s property or obtained against the Customer, or fail to observe/perform any of their obligations under the Contract or any other contract between Xterconnect SAS and the Customer, or are unable to pay their debts within the meaning of the French Bankruptcy Code; or
(c) The Customer encumbers or in any way charges any of the Products (e.g. uses the Companies Products as collateral, security or guarantee in any way whatsoever).
6.6 Xterconnect shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from Xterconnect.
6.7 The Customer grants Xterconnect, its agents and employees an irrevocable license at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
6.8 Where the Company are unable to determine whether any Products are the Products in respect of the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all Products of the kind sold by Xterconnect to the Customer in the order in which they were invoiced to the Customer.
6.9 On termination of the Contract, howsoever caused, the rights of Xterconnect SAS (but not the Customer’s rights) contained in this condition shall remain in effect..
7.1 Where Xterconnect may not be the manufacturer of the Products, the Company will endeavour to transfer to the Customer the full benefit of any warranty or guarantee which is provided to Xterconnect.
7.2 Xterconnect warrants that (subject to the other provisions of these conditions) upon delivery (and for a periods during which any Products are published on our website www.xterconnect.com) the Products will: be reasonably fit for any particular purpose for which the Products are being bought if the Customer had made known that purpose to Xterconnect in writing and the Company have confirmed in writing by reply that it is reasonable for the Customer to rely on our skill and judgment for use of the Product for that Purpose.
No liability can be accepted for any failure of the Products to perform according to any performance figures given or under condition 7.2 in general or if any of the conditions set out in the clauses 7.3 to 7.9 may be applicable.
7.3 Xterconnect shall not be liable for a breach of the warranties in condition 7.2 if the defect is as a result of damage in transit regardless of circumstances by the carrier, and where within 7 days of the time when the Customer discover or ought to have discovered the defect, Xterconnect are given a reasonable opportunity after receiving the notice of examining such Products and the Customer (if asked to also do so by the Company) return such Products to Xterconnect’s factory for the examination to take place there.
7.4 Xterconnect shall not be liable for a breach of the warranties in condition 7.2 if the Customer make any further use of any Products after giving such notice of any defects; or
(a) Knowingly continue to use such Products after any a defect becomes visible or known to the Customer; or
(b) the defect arises because the Customer (or any other third Party commissioned or authorised by the Customer) failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice; or
(c) The Customer alter or repair such Products without the Company’s written consent.
7.5 Subject to conditions 7.3 and 7.4, if any of the Products do not conform with the warranties in condition 7.2 the Company will at its option repair or replace such Products (or the defective part) or refund the price of such Products at the pro rata Contract rate provided that, if the Company so request, the Customer will, at Xterconnect’s expense, return the Products or the part of such Products which is defective to the Company.
7.6 If the Company complies with condition 7.5 it shall have no further liability whatsoever for a breach of the warranties in condition 7.2 in respect of such Products.
7.7 The Comapny shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Customer or its authorised representative/s.
7.8 The Company shall be under no liability under the warranties in condition 7.2 (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment.
7.9 Any claim under the warranties in condition 7.2 must be made in writing and the Products in question must be returned to the Company within 6 months of the date of delivery, suitably packaged, carriage paid and accompanied by proof of purchase and details of the nature of the alleged defect. We shall be under no liability under the warranties in condition if these conditions are not complied with.
8. LIMITATION OF LIABILITY
8.1 - If Xterconnect SAS was found or held to be liable for whatever reason, then subject to conditions 8.2 and 8.3 :
(a) The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract and in the supply of Products and/or Services to the Customer shall be limited to the contractual value of the Products or services provided.
(b) The Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
8.2 - Xterconnect SAS undertakes to perform services in the general framework of an obligation of means.
8.3 Nothing in these conditions excludes or limits the Company’s liability for death or personal injury caused by its negligence or for any matter which it would be illegal for the Company to exclude or attempt to exclude liability on, strictly in accordance with and subject to French laws.
8.4 No liability can be accepted for any advice given by or for the quality of Services rendered by any of the Company’s sub-contractors unless the Company have itself confirmed that advice on the quality of those Services in writing.
9. FORCE MAJEURE
Xterconnect reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if the Company are prevented from or delayed in the carrying on of the Company’s business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 30 days, The Customer will be entitled to give notice in writing to the Company to terminate the Contract with immediate affect (unless otherwise agreed between the Parties in writing).
10.1 Each right or remedy of Xterconnect under the Contract is without prejudice to any other right or remedy of Xterconnect whether under the Contract or not.
10.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
10.3 Failure or delay by Xterconnect in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of Xterconnect’s rights under the Contract.
10.4 Any waiver by Xterconnect of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
10.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts by any person that is not a party to it.
10.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed strictly by and in accordance with French law and without regard to conflict of law and the Parties shall submit themselves to the exclusive jurisdiction of the courts of Marseille
11.1 All communications between the parties about the Contract shall be in writing and delivered by registered mail or courier to the Party concerned at their last known address or such other address as shall be notified to either Party by the other. Communication shall be deemed to have been received if sent by registered mode by post or courier (regardless if accepted and signed for by the other Party or missed or not raccpeted in any way) unless it can be evidenced beyond a reasonable doubt that the postal or courier failed to deliver it.
12.1 Xterconnect may assign the Contract or any part of it to any person, Affiliate, firm or company.
12.2 The Customer shall not be entitled to assign the Contract or any part of it without a prior consent. From Xterconnect SAS.
13. XTERCONNECT PRODUCT GUARANTEE PERIODS
SL series : 2 years
VX and BX series : 2 years
HX series : 2 years
NX, FX & ViiK series : 2 years
Xter Siren series : 2 years
Xter-Button series : 2 years
VERY IMPORTANT: All Product returns must be accompanied by an Xterconnect RMA document (written authorization for return of goods) obtained from Xterconnect and duly completed, with a copy of the original purchase invoice and Products to be in a protective packaging identified and returned to XTERCONNECT SAS, 2b Avenue des Cistes 13830 Roquefort la Bédoule, France
e-mail: email@example.com (when requesting an RMA authorization or any other information)
Contact Tel France: 0442 014210 (International +33 442 014210)
14. ENTIRE AGREEMENT
This Contract constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof, and supersedes and replaces all prior negotiation, understanding, statement of intent and memorandum of understanding, in each case, whether written, oral or otherwise, unless acknowledged to be effective pursuant to the provisions of this Contract.