General Terms and Conditions of Sale

Date: 17/05/2023

1. APPLICATION AND ACCEPTANCE OF 2CRSi'S GENERAL TERMS AND CONDITIONS OF SALE

These general terms and conditions are an integral part of the agreement between 2CRSi and its Client.

The Client acknowledges having read the general terms and conditions, fully understanding their content, and accepting their terms and conditions.

These general terms and conditions of sale apply to any product sold by 2CRSi.

They apply in their entirety to any order or contract entered into between 2CRSi and its Clients in France or abroad, regardless of the place of delivery.

These general terms and conditions also apply to exchanges according to the EDI, XML, FTP standards, and any other current or future electronic exchange mode.

No derogation from these general terms and conditions will be allowed without the express and prior agreement of 2CRSi.

Any condition contrary to these general terms and conditions of sale, required by the Client in their general terms of purchase or any other document, must be the subject of express agreement from 2CRSi.

2CRSi markets its products whose activities relate to electronic, mechanical, and electrical techniques and equipment, as well as computer techniques and equipment. The products marketed by 2CRSi are technological products intended for a professional clientele.

2. ACCOUNT OPENING

Any new Client of 2CRSi must, prior to placing an order, submit a request for account opening to 2CRSi's sales department at the following address: adv@2crsi.com. The opening of an account is subject to the submission of the following documents: 

  • A Bank Identification Statement; 
  • An original K-Bis extract dating back no more than 3 months; 
  • The duly completed 2CRSi account opening form;
  • The duly completed 2CRSi electronic invoice subscription form;
  • The signed and initialed copy of these general terms and conditions.

Upon approval by 2CRSi, the Client's account will be opened.

3. ORDERS AND EXECUTION

The Client informs 2CRSi of the specific requirements for the requested product prior to placing an order.

If necessary, 2CRSi provides a quotation upon the Client's request. In such cases, the purchase order is based on this quotation.

In any case, no product delivery can take place without a signed purchase order issued by the Client.

The purchase order must contain, at a minimum, the order date, product reference, quantity, price, shipping instructions, estimated delivery date, and destination address.

Any order placed with 2CRSi is firm and binding for the Client upon 2CRSi's receipt of a purchase order issued by email and/or as mutually agreed upon by the parties.

2CRSi acknowledges receipt of each purchase order by email within a reasonable time after its receipt.

From the time of receiving the order, 2CRSi reserves the right to accept, reject, or express reservations regarding the order.

2CRSi may refuse the purchase order in the following cases:

  • Client's risk of insolvency or insufficient guarantees provided by the Client.
  • Incomplete purchase order, where the following elements are missing, among others: order number, quantity, product description, price, delivery deadlines, delivery location, if applicable, the agreed Incoterm between the parties.
  • Purchase order containing conditions contrary to what is defined in these general terms and conditions of sale, unless this deviation is expressly agreed upon in writing by the parties.

The unavailability of a product due to stock shortage or removal from the catalog does not entitle the cancellation of the overall order or provide any compensation from 2CRSi.

Furthermore, 2CRSi is not obligated to provide a Client based in the European Union with information regarding customs nomenclature or product origin.

Any order cancellation made by the Client will incur a cancellation penalty equivalent to 15% of the order's net amount, excluding taxes.

It is, however, specified that any order for a tailor-made server, including the assembly of components such as the chassis, power supply, motherboard, microprocessor, graphics card, RAM, hard drive, or SSD, is neither cancellable nor refundable, which the Client expressly agrees to.

4. SPECIAL CASE OF MANUFACTURERS' AND PUBLISHERS' QUOTATIONS

In the context of framework agreements that the Client enters into with manufacturers and publishers, the Client commits, without reservation and upon first request, to provide 2CRSi with the technical specifications of the purchase order issued by their own Client, as well as any proof of delivery to their Client (end client), within a period not exceeding 8 days.

5. PRICES

The prices of the products are determined based on the prevailing 2CRSi price list at the time of receiving the order by 2CRSi.

The 2CRSi price list does not apply retroactively unless otherwise agreed upon in writing by the Parties.

All prices stated in the quotation are valid for a period of ten (10) days from the date of sending the quotation.

2CRSi may offer discounts or rebates to its Clients, the terms of which, if applicable, are specified in the specific terms and conditions of sale.

Prices are quoted ex-warehouse, and VAT and any other taxes are not included in the price and will be invoiced separately.

For any delivery outside Metropolitan France, shipping costs will be calculated on a case-by-case basis, taking into account volume, weight, and the distance to the delivery point.

Any tax, duty, fee, or other charges payable under French regulations or those of an importing or transit country are the responsibility of the Client. The amount of delivery charges (excluding surcharges) will be indicated on the quotation issued by 2CRSi.

6. TERMS AND PAYMENT CONDITIONS

6.1. Invoicing Conditions

2CRSi undertakes to issue invoices in accordance with all applicable regulatory and legal provisions, in particular Article L. 441-9 of the French Commercial Code.
Invoices will be issued on the day the products are made available.

6.2. Electronic Invoices

The Client unconditionally accepts to receive their 2CRSi invoices by any means, including electronically, in accordance with Article 289 bis of the French General Tax Code.

6.3. Payment Conditions

Unless otherwise agreed with the Client, for the first order, a payment of 100% of the order amount must be made by the Client at the time of placing the order.
This advance payment must be made by bank transfer to 2CRSi's bank account.
In the absence of such advance payment, 2CRSi cannot proceed with the execution of the order.

Payment by the Client to 2CRSi for any purchase order is made in EUROS, unless otherwise agreed between the parties, and by bank transfer.

No cash payments will be accepted.

Payments are made net, without any discount.

Invoices are payable at the registered office of 2CRSi, so that 2CRSi can have the amounts due on the due date.

In the event of a retention of guarantee requested by/from 2CRSi, this guarantee may be replaced by a guarantee issued by a reputable financial institution, under conditions to be defined between the parties.

6.4. Payment Deadlines

Regarding the payment of a first order as provided in Article 6.3, the advance payment of 100% of the order amount must be made at the time of placing the order, without any payment term granted. For all other orders, 2CRSi invoices are payable according to the following deadlines:

  • For Clients benefiting from a credit line, invoices must be paid within thirty (30) days from the date of receipt of the invoice, unless specific conditions are provided in the quotation.
  • For Clients not benefiting from a credit line, payment must be made in cash.

6.5. Late Payment

In the event of payment occurring after the due date indicated on the invoice, 2CRSi will demand immediate payment of all outstanding invoices eight (8) days after receiving the formal notice sent to the Client for payment of the disputed invoice, which has remained unsuccessful.

In addition, late payment interest will be applied without prior notice, from the day following the payment due date indicated on the invoice. These penalties are calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points.

The Client must also pay 2CRSi a fixed amount of forty (40) euros as a lump sum compensation for recovery costs. This compensation, not subject to VAT, is due in addition to the late payment penalties and does not preclude 2CRSi from seeking additional compensation.

In the event of late payment of all or part of the price, 2CRSi may, at its discretion, notwithstanding any claim for damages, (i) pursue forced execution of the order, (ii) request the return of the products and payment of the expenses incurred by 2CRSi, (iii) immediately and without formality terminate the order at the exclusive fault of the Client, or (iv) suspend the execution of the order without formality.
In any case, the advances paid remain acquired by 2CRSi.

7. DELIVERY CONDITIONS

7.1. Modalities

Delivery must comply with the provisions of the Incoterm mentioned in the quotation. If not specified, the EXW Incoterm will apply.

The packaging and conditioning of the products will be carried out by 2CRSi to ensure that the products are delivered undamaged and securely. If necessary, 2CRSi will provide instructions on handling the packaged and conditioned products on the packaging or conditioning elements. If a specific packaging or conditioning different from the standard mentioned in this article is required, the Client shall specify it in the purchase order. 

7.2. Delivery Deadlines

Delivery deadlines indicated by 2CRSi are provided in good faith.

No compensation will be granted to the Client in case of non-compliance with the delivery deadlines mentioned in the quotation, and no order can be canceled as a result.

In the event of out-of-stock of one or more ordered products, 2CRSi will offer the Client the choice between delivery of the available items (partial delivery) and a deferred complete delivery. In the case of a partial delivery, additional transportation costs may apply.

7.3. Transfer of Risks and Ownership

7.3.1. Transfer of Risks

The transfer of risk is carried out in accordance with the Incoterm specified in the quotation or, in the absence of such specification, the EXW Incoterm.

7.3.2. Transfer of Ownership and Retention of Title Clause

Whether in France or for exports, the products are sold with retention of title.

Therefore, the transfer of ownership of the products to the Client is subject to the complete payment of the price on the agreed due date. In the event of non-payment by the Client of all or part of the price on the agreed due dates and 30 days after a failed formal notice sent by registered letter with acknowledgment of receipt, 2CRSi may notify the Client of the automatic termination, in whole or in part, of the order, with the understanding that any deposit paid will remain acquired by 2CRSi. 

As a result, 2CRSi may reclaim the products from the Client at any time. 

2CRSi may also reclaim the unpaid goods from sub-purchasers or demand direct payment from them. 

The Client may not pledge, exchange, or transfer the products as collateral.

The Client also undertakes, until the complete payment of the products, not to transform, incorporate, or resell the products. The Client may not create any security interest on the products before the complete payment of the invoice unless prior agreement with 2CRSi.

The Client undertakes to take all necessary care for the custody and preservation of the products and to take out any necessary insurance. The Client must identify the products sold with retention of title in such a way that they cannot be confused with goods of the same nature from other suppliers. In the event of seizure or any intervention by third parties, the Client must notify this third party by registered letter with acknowledgment of receipt of the existence of the retention of title clause and inform 2CRSi in writing without delay, so that 2CRSi can protect its rights.

The opening of bankruptcy proceedings in favor of the Client does not prevent the reclaiming of the goods by 2CRSi. In this case, the Client agrees to actively participate in the establishment of an inventory of the goods present in its stocks that 2CRSi claims ownership of.

Failing this, 2CRSi may have the inventory established by a bailiff at the Client's expense. In the case of partial payment, it will be applied first to late payment interest and to the oldest claims.

The expenses incurred in reclaiming the products, such as transportation costs, are borne by the Client.

7.4. Transportation Costs

Transportation costs are determined on a case-by-case basis and specified in the invoice. By accepting these general sales conditions, the Client agrees to the delivery service and associated fees.

7.5. Receipt of Products

The Client is responsible for inspecting the packaging, the number and content of the packages, as well as the condition of the products upon delivery. Any claim regarding visible defects in the products delivered by 2CRSi, missing products, or non-conformities must be made in writing within forty-eight hours (48), or 2 business days, after receiving the products, without prejudice to any claims made to the carrier, if applicable. 

In the latter case, any irregularity concerning the delivery must be noted by the Client in the form of clear, precise, and complete handwritten reservations on the delivery/transport document, in the presence of the carrier. The reservations issued will be dated and signed by the carrier and the Client. A copy of these reservations must be promptly communicated to 2CRSi.

Furthermore, the refusal of products upon delivery by the Client may be considered unjustified if the Client cannot substantiate the alleged anomalies on the delivery document and/or transport document, or the visible defects, missing products, or non-conformities reported to 2CRSi.

No return of products can be made by the Client without the prior written and express agreement of 2CRSi, obtained, in particular, by email.

Return costs will only be covered by 2CRSi if visible defects, missing products, or non-conformities are effectively observed and confirmed by 2CRSi.

In the event of returning products without 2CRSi's prior agreement or unjustified refusal to receive the products, 2CRSi reserves the right to apply transportation fees related to the products.

7.6. Direct Delivery to an End Customer (Dropshipment Service)

Within the scope of this service, the Client authorizes 2CRSi to deliver the ordered products to its own end customer ("End Customer") on behalf of and for the account of the Client.

The purchase order issued by the Client must specify the contact details of the End Customer. This service is provided only if the End Customer can receive the products during business days and hours.

This service will be invoiced at the applicable rate on the date of the order (excluding any additional costs: taxes, VAT, as indicated in Article 5 Price). 

8. PROCEDURE FOR PURCHASING GOODS WITH VAT EXEMPTION

In the event of a purchase of goods with VAT exemption by a Client whose registered office is located in metropolitan France and who has a VAT exemption quota, the Client must first submit a request for a tax-exempt account to 2CRSi. The Client must mandatorily and prior to any delivery provide the following documents:

  • A photocopy of the annual dispensation visa for the current year, issued by the tax office of the Client, subject to compliance checks; AND
  • A non-quantified annual VAT exemption purchase certificate, issued in the original on the Client's letterhead and signed by an authorized representative of the company.

Furthermore, the Client must indicate VAT exemption invoicing when placing the order. If any of these conditions are not met, VAT exemption invoicing will be definitively refused.

9. WARRANTY CONDITIONS

The warranty conditions for products sold by 2CRSi are specified in the "WARRANTY CONDITIONS" document provided by 2CRSi to the Client.

10. PRODUCT RETURNS

 10.1. Return Requests

If a defective product needs to be returned for repair or replacement, any product return to 2CRSi must follow the following procedure through the ticket system.
Prior to any return, the Client must provide the following information: invoice number and date, product reference, serial number, reason for return, results of diagnostic tests performed.

If applicable, 2CRSi will provide the Client with a written return authorization and an RMA number ("Return Merchandise Authorization").

Defective products are then returned to 2CRSi within 3 business days after the communication of the written authorization and the RMA number.

Unless expressly agreed by the parties, the Client bears the costs and formalities of returning the products. The Client must include a copy of the invoice and a detailed note explaining the reason for return in the return packaging. The Client must clearly indicate the RMA number on the return packaging.

Whenever possible, the return of defective products should be made in the same packaging as the delivery. In any case, the packaging must be suitable for the returned products to prevent additional damage during transportation. The packaging must comply with the SEI 4C standard.

The Client bears the risks associated with transportation in the return of the defective product.

2CRSi does not accept the return of products other than in accordance with its current RMA policy as specified in this article.

2CRSi does not accept the return of products from a party other than the Client.

10.2. Consequences of Return

10.2.1. Accepted Returns

No returns will be accepted after a period of 7 business days from the date of explicit and prior approval by 2CRSi.

Any accepted return, justified by reasons attributable to the Client, will result in the invoicing of administrative handling fees equal to 10% of the total value of the return.

10.2.2. Non-Accepted Returns

No returns will be accepted for a total value lower than €50 (exclusive of tax).

In general, failure to strictly comply with the provisions of these general terms and conditions of sale will result in the systematic rejection of the return request.

If the Client fails to retrieve the product within the specified timeframe, 2CRSi will have the right to dispose of the product freely, and the Client will lose all rights to it. In any case, the corresponding invoice will be due for payment.

11. INTELLECTUAL PROPERTY RIGHTS

The Client understands and agrees that:

  • (i) they do not and will not acquire any title or ownership of the technology related to the products and software;
  • (ii) they are not authorized to transfer any title or ownership of the technology related to the products and software; and
  • (iii) all patents, trademarks, trade names, copyrights, and other intellectual property rights related to the products, software, and associated technology belong to 2CRSi.

The sale of software and other products does not, under any circumstances, involve the transfer of rights of reproduction, representation, exploitation, and, more generally, any intangible rights recognized or to be recognized by those involved in the creation of the software and other products and their rightful owners.

As a result, the Client is prohibited from broadcasting or allowing the broadcasting, in whole or in part, of the sold software and other products, by any means whatsoever.

The Client is also prohibited from providing or arranging for public performances for commercial purposes.

Likewise, the Client is prohibited from reproducing, having reproduced, or allowing the reproduction, even in part, of these software or other products, regardless of the methods. Violation of these provisions may result in the cancellation of any order, notwithstanding the commitment to legal proceedings.

2CRSi reserves the right, for the sale of certain products involving a derogatory tax treatment, to require the production of all documents substantiating such derogation. The Client will be solely responsible for the validity and authenticity of the submitted documents.

12. PROTECTION OF PERSONAL DATA

In the course of executing these general terms and conditions of sale, 2CRSi, as the data controller, is required to collect and process personal data concerning the Client and/or its personnel.

2CRSi processes these personal data, in particular, for the purpose of carrying out administrative operations related to contracts, orders, deliveries, invoices, payments, and outstanding payments, as well as for prospecting and business development purposes.

2CRSi undertakes to carry out these processing activities in accordance with applicable regulations, in particular, Regulation (EU) 2016/679 (known as the "GDPR"), and to implement any necessary and appropriate technical, logical, and organizational measures to ensure the most suitable level of security for the risks involved in the processing of this personal data, in order to prevent, as far as possible, any loss, accidental destruction, alteration, and unauthorized access to such data (e.g., measures taken: storing personal data in a secure operating environment accessible only to authorized personnel who are required to maintain the confidentiality of the data in question). In accordance with applicable regulations, each individual concerned by one of the aforementioned processing activities has the following rights, depending on the specific processing: the right to be informed, the right of access, the right to rectification, the right to erasure, the right to restriction of processing, the right to object, the right to data portability, and the right to withdraw consent.

For any questions or additional information regarding the protection of personal data (including the exercise of rights), the individual concerned by the processing activities carried out by 2CRSi can:

  • (ii) contact 2CRSi's Data Protection Officer (DPO) (EDOS) via email at the following address: dpo@2crsi.com.

13. LIABILITY OF THE PARTIES

The technical advice provided by 2CRSi is for informational purposes only and does not bind 2CRSi. The Client is responsible for verifying the suitability of the product for its intended use. It should be noted that the Client bears sole responsibility for the use of the supplied products.

If, for any reason, 2CRSi's liability were to be sought due to a product sold to a third party to whom the Client transferred the product in any manner (resale, loan, etc.), the Client agrees to indemnify 2CRSi for any convictions, damages, and costs incurred by 2CRSi as a result.

This information will also cover any administrative or legal restrictions related to the products.

In accordance with the REACH regulation or any other applicable regulations, the Client undertakes to indicate the intended use of the product when placing an order. Failure to do so will release 2CRSi from any liability, and the Client shall indemnify 2CRSi for any resulting damages.

14. COMPLIANCE WITH EXPORT AND ANTI-CORRUPTION REGULATIONS

14.1 Export

The Client agrees to ensure compliance with all applicable export laws and regulations administered by the government and/or local government authorities, currently in effect or as amended, and not to export or re-export (directly or indirectly), divert, or transship any product purchased from 2CRSi and/or its subsidiaries, technical data, or a product directly therefrom:

  • (i) to any country subject to an embargo or special export controls, ;
  • (ii) to any person or entity listed on a prohibited persons list or blacklist;
  • (iii) for military or warfare purposes; or
  • (iv) for the design, development, production, or use of prohibited products or for any prohibited end-use, including support for terrorism, nuclear activities, missile technology, or chemical or biological weapons.

The Client shall retain all export transaction records required for a period of seven (7) years from the date of export, and shall timely produce the same documents as required for compliance and auditing purposes.

14.2 Anti-Corruption Legislation

The Client agrees to comply with the provisions of the 2CRSi Code of Conduct.

15. PRESCRIPTION

By way of derogation from Article L110-4 of the Commercial Code, no claim of any kind from the Client will be admissible after a period of 2 years.

16. FORCE MAJEURE

2CRSi shall not be liable for any delay or failure to fulfill any of its obligations arising from an order due to a force majeure event as defined in Article 1218 of the French Civil Code.

In accordance with this article, force majeure exists when an event independent of the debtor's will, which could not reasonably have been foreseen at the time of the conclusion of the contract, and the effects of which cannot be avoided by appropriate measures, prevents the debtor from performing the obligation.

Cases of force majeure include, but are not limited to, accidents in factories, lack of labor, strikes, riots, war, irregularities in the delivery of raw materials, shortages of raw materials, and acts of terrorism.

Cases of force majeure also include epidemics or pandemics, as well as all the resulting consequences, such as the possible declaration of a state of health emergency and the regulatory measures that may be taken as a result of such declaration.

It is, however, reminded that a debtor of a monetary sum cannot invoke force majeure to avoid payment. Consequently, the Client cannot be exempted from the amounts due to 2CRSi by claiming that they are unable to pay or that the product is no longer useful to them due to the occurrence of a force majeure event rendering its use or resale useless or impossible.

The Client shall be promptly informed by 2CRSi of the occurrence of a force majeure event preventing the performance of its obligations. If the impediment is temporary, the performance of the obligation is suspended, unless the resulting delay justifies the termination of the order, without entitling the Client to any compensation. If the impediment is permanent, the order is automatically terminated, and the parties are released from their obligations, without entitling the Client to any compensation.

17. UNFORESEEN CIRCUMSTANCES

The parties acknowledge the full effect of Article 1195 of the Civil Code and therefore agree to renegotiate the terms of an order in the event that an unforeseeable change in circumstances, occurring at the acceptance of the order by 2CRSi, would render its performance excessively burdensome, considering that 2CRSi had not assumed the risk. In such case, 2CRSi shall continue to fulfill its obligations during the renegotiation.

In the event of refusal or failure to renegotiate, the parties may agree to the mutual termination of the respective order, or in the absence of agreement, request the revision or judicial termination of the order.

18. JURISDICTION AND APPLICABLE LAW

Expressly, jurisdiction is granted to the competent courts of Strasbourg for any dispute that may arise between the parties, even in the case of summary proceedings, third-party proceedings, or multiple defendants, with the application of French law.

These conditions are governed by the French language. In the event of translation into one or more languages, only the French text shall prevail in the event of a dispute.

19. MISCELLANEOUS

2CRSi reserves the right to disclose the commercial relationship with the Client under the Contract, the Client's name, and a brief description of the associated deliverables and/or services as a reference, unless expressly refused by the client.

2CRSi reserves the right to make modifications to these general terms and conditions of sale at any time, without prior notice. If applicable, the Client will be notified of the modification of the general terms and conditions of sale and their effective date. In the absence of such notification, the general terms and conditions of sale in effect on the date of the order shall apply.