Terms & conditions of sales
Digigram General Conditions of Sales
Art 1. General
In the absence of a contract concluded between Digigram and the customer or unless otherwise agreed to in writing, any order placed by the customer or any acceptance of Digigram’s offer implies the full acceptance of these general conditions of sale and the waiver by the customer of its own general conditions of purchase.
Art 2. Orders
2.1 The orders shall be transmitted to Digigram in writing by email (or letter).
2.2 The commitment to deliver an order shall be effective only after Digigram’s written confirmation by email or letter.
Art 3. Delivery time
The delivery times indicated by Digigram on the acknowledgement of receipt are given only for guidance purposes. A delay in delivery shall neither entitle the customer to cancel nor give rise to the payment of any kind of indemnity.
Art 4. Acceptance
The customer shall have 10 days from the delivery date to check the conformity of the products with the order and technical specifications. In case Digigram has not received any claim upon expiration of such time limit, the products shall be deemed accepted by the customer.
Art 5. Transfer of risk and title
5.1 TITLE TO HARDWARE PRODUCTS AND TO SOFTWARE MEDIA SHALL PASS FROM DIGIGRAM TO THE CUSTOMER UPON FINAL PAYMENT OF THE PRICE. IN CASE OF NO PAYMENT DIGIGRAM MAY CLAIM THE RETURN OF THE PRODUCTS AT CLIENT’S RISKS AND EXPENSES WITHOUT PREJUDICE TO ANY OTHER REMEDY.
5.2 Notwithstanding the retention of title, and except as otherwise specified in the acknowledgment of receipt the risk of loss and damage shall pass from Digigram to the customer when the products are placed at the disposal of the client at Digigram’s premises. (Incoterms 2020 -Ex Works) The client is responsible for and shall bear all expenses related to the shipping and insurance costs, custom formalities for export and import of the products.
Art 6. Prices
6.1 Except as otherwise specified the prices are expressed in Euros and are exclusive of any taxes. The freight and packaging costs are invoiced in addition.
6.2 The prices are firm and not subject to modification provided that the order is received by Digigram within 30 days of its offer date or the date of the price list changes.
Art 7. Payment terms
7.1 The first order is always paid before delivery.
7.2 Except as otherwise specified in special conditions, the invoices are payable net 30 days of the invoice date.
7.3 Any delay in payment shall automatically give rise to the payment of a penalty on the amount due at the annual rate of 15% and a fixed recovery cost for 40 euros (Art L.441-6) or actual cost.
Art 8. Warranty- Liability
8.1 Digigram warrants that its products shall conform to its published specifications on the date of delivery. However Digigram does not warrant that the operation of the software or the hardware will be uninterrupted or error free.
8.2 Unless otherwise stipulated, Digigram shall, at its own option, decide to repair or replace at its costs the defective products during 24 months of the delivery date to its customer.
8.3 The foregoing warranties shall not apply for defects resulting from improper installation or inadequate maintenance, unauthorized modification, misuse, operation outside of the environmental specifications, interfacing with or adjunction of other software or hardware products.
8.4 Digigram shall not be liable for any direct, indirect or consequential damages resulting from the use of the products.
8.4.1 On the assumption that the equipment sold is not intended for integration within a finished product, the organization and the financing of the entire costs related to the operations of managing the electrical and electronic waste resulting from the products subject-matter of this sales contract are transferred to the Customer who accepts them, in compliance with the DIRECTIVE 2012/19/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 4 July 2012 on waste electrical and electronic equipment (WEEE). The Customer ensures the separate collection of waste resulting from the product which is the subject-matter of the sales contract, its treatment and its recovery, in compliance with the national legislation governing waste management.
8.4.2 On the assumption that the equipment sold is integrated within in a finished product, the integrator must be aware that he can be regarded as the “producer” of an electrical or electronic equipment as subject to the provisions of the DIRECTIVE 2012/19/EU on waste electrical and electronic equipment (WEEE) and that he will have to assume the entirety of the obligations the producers are liable to pursuant to article 9 §2 of the DIRECTIVE 2012/19/EU on waste electrical and electronic equipment (WEEE), as well as any law, regulation, and administrative provision for his application at national level, in particular the obligation to be registered as “producer”.
8.5 The foregoing warranties are expressly in lieu of all other warranties, express or implied.
Art 9. Intellectual property
The schematics, drawings, specifications, catalogs, technical documentation and software shall remain the exclusive property of Digigram and shall not be disclosed or reproduced without Digigram’s prior written agreement.
Art 10. Software licensing
10.1 Digigram grants to the customer the right to use the software subject to the following terms. Unless otherwise agreed in a specific contract, the customer shall not: – reproduce the software and the associated documentation, except one copy for archival purposes, – distribute and market the software without charge or subject to a payment, – make any adaptation or modification, – reverse engineer or decompile the software except as legally authorized only for interoperability purposes but not for the development of a substitute software.
10.2 The customer shall not transfer the right to use the software to any third party without Digigram’s and said third party’s prior written agreement.
Art 11. APPLICABLE LAW
THESE GENERAL CONDITIONS SHALL BE IN ALL RESPECTS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE. THE PARTIES EXCLUDE EXPRESSLY THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS. ANY LITIGATION ARISING OUT THESE GENERAL CONDITIONS SHALL BE FINALLY SETTLED BY THE COURTS OF GRENOBLE.(FRANCE)