General Terms and Conditions of Sales
These General Terms and Conditions of Sale (the “Terms”) comprise the agreement between Interactive Biosoftware (“IBS”) and you for the purchase of software by you from IBS. When accompanying a quote submitted by IBS to you, the Terms constitute an integral part of the commercial sales offer expressed by such quote.
Except for any formal written offer duly signed by IBS, the Terms take precedence over any verbal or written communication by IBS or by you, regardless of when or how such verbal or written communication took place.
2 Purchase Orders
A valid Purchase Order must mention the product name(s) (ex: Alamut Visual, Alamut Batch), the type(s) of license (ex: single user license, floating license), the quantity of each item being purchased, as well as the agreed sale price and payment terms for the order.
All sales are final, irrespective of the IBS sales agent who issued the PO.
Except as agreed otherwise in writing, by submitting a Purchase Order to Interactive Biosoftware, you acknowledge that you have read and understood, agree to, and will abide by all the terms and conditions of the related quote and of these Terms.
Products are quoted in the indicated currency with prices applicable at the time the quote is issued. Following the expiration of a quote, IBS reserves the right to adjust the price of any subsequent quote as a result of currency fluctuations between the quote currency and the Euro.
Except as agreed to explicitly in writing by IBS, any price indicated on a quote is valid for up to 30 days following the issue date. Should a product be delivered after the expiration of a quote, the applicable price of sale shall be the list price in effect (or the price in a foreign currency based on such list price and the exchange rate of the day) on the date of delivery.
Except as agreed to explicitly in writing by IBS, all quoted prices are net prices based on the price list provided by IBS, exclusive of any applicable taxes.
Except for IBS income tax, you shall bear the full burden of any tax or other tariff due under French or other jurisdictions relating to the sale.
Delivery of software products is made by means of electronic issuance of software licenses. Delivery of an electronic license shall be made either by direct transfer to you, the buyer, or by simple notification to you of the availability of such license, including instructions for retrieving the license. Once notified, you shall retrieve the software promptly.
An invoice will be generated by IBS and delivered to you following delivery of a license, as described above.
6 Payment Terms
6.1 Payment Modalities
Except as agreed to explicitly in writing by IBS, all payments are due 30 days following the date of invoice. Payments are to be made by electronic transfer or credit card. IBS may agree to alternate payment methods, subject to an additional administrative fee. Any bank or other charges relating to the transfer shall be borne by you.
6.2 Late or defaulted payments
In the case of late payment, IBS may suspend access to the products (without prejudice with regards to any other actions). Access will be promptly restored following reception of payment.
Any amounts remaining unpaid following the due date of an invoice shall result in penalties of 3 times the French legal interest rate in effect at the time as well as a one-time collection fee of €40 as of the day following the due date (as stipulated in the French Loi 2012-387, 22 March 2012).
Any defaulted payment that remains unpaid forty-eight hours following notification from IBS shall, at IBS discretion, cause the sale to be annulled. Additionally, following such uncured defaulted payment, IBS retains the right to annul any other unpaid orders, regardless of whether or not such unpaid orders have been delivered, or whether or not their payments have become due.
In each of the above cases, any amounts due for other any orders delivered to you (for software or otherwise) or for other orders also having defaulted payments, shall become due immediately should IBS opt not to proceed with any of the above cures. You agree to reimburse any and all penalties or other fees resulting in any late payments, including but not limited to honorariums charged by ministerial officials.
In no case shall any payment be suspended or become the object of any compensation without explicit written agreement by IBS. Any partial payment shall be applied first against any older outstanding receivables due. IBS does not offer discounts for cash payments or early settlements.
7 French “Loi informatique et liberté”
In accordance with the French “loi Informatique et libertés 78-17 du 06/01/1978”, any customer or prospective customer who has provided any personal information to IBS reserves the right of access to, or correction, modification or deletion of any such personal data. All customers and prospective customers may exercise this right by writing to the IBS headquarters: Interactive Biosoftware SAS, 141 boulevard de l’Yser, 76000 Rouen, France.
8 Applicable Law and jurisdiction
The Terms are governed in their entirety by French law. The parties agree to negotiate a settlement to any dispute arising from the interpretation or execution of the Terms. Despite attempts to negotiate a settlement, any such dispute that remains unresolved shall be submitted to the exclusive competence and jurisdiction of the courts of Rouen – France, notwithstanding disputes with multiple defendants or introduction of third parties, even for emergency or provisional measures.
All claims or legal contestation by you against IBS must be formulated within 48 hours from the time of the incident giving rise to such claim or contestation.