ARTICLE 1 – Scope of Application

These general terms and conditions of sale constitute, in accordance with articles L 441-1 and following of the French Code du Commerce, the sole foundation of the commercial relationship between the parties.

They aim to define the conditions under which SAS Thierry Durand, a simplified joint-stock company with a capital of €1500, headquartered at 58 rue de Bel-Air in Mettray (37390), registered with the Registry of Trade and Companies of Tours, France under number 892 356 593, represented by Mr. Thierry Durand in his capacity as president, provides professional customers ("Customers or the Customer") who request it, via the service provider's website, direct contact, or via paper support, with the engineering consulting services offered by it ("Services").

They apply without restrictions or reservations to all Services provided by the Service Provider to Customers of the same category, regardless of the clauses that may appear on the Customer's documents, including its general terms of purchase.

In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Customer who requests them, in order to enable them to place an order with the Service Provider. They are also freely available in their latest version on the website

Any order of Services implies, on the part of the Customer, the acceptance of these General Terms and Conditions of Sale and the general terms of use of the Service Provider's website for electronic orders.

The information appearing on the catalogs, brochures, and price lists of the Service Provider is given for information purposes and is subject to revision at any time. The Service Provider is entitled to make any modifications that it deems useful.

In accordance with current regulations, the Service Provider reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations carried out with the Customer, by establishing Specific Sales Conditions or a specific contract that is the subject of a separate written agreement from these terms.

In addition, the Service Provider may be required to establish categorical General Terms and Conditions of Sale, derogating from these General Terms and Conditions of Sale, depending on the type of clientele considered, determined from objective criteria. In this case, the Categorical General Terms and Conditions of Sale apply to all operators meeting these criteria.

ARTICLE 2 – Orders – Prices

2.1. The sales of Services are only completed after the establishment of a quote and the express and written acceptance of the Client's order by the Service Provider, materialized by an order acknowledgment from the Service Provider and acceptance of the quote.

The Services are provided at the rates mentioned in the Service Provider's quote, and, if applicable, in the commercial proposal sent to the Client. These rates are firm and non-revisable during their validity period.

The rates are net and exclusive of taxes.

An invoice is issued by the Service Provider and given to the Client for each supply of Services lasting less than one month, and monthly beyond that.

The conditions for determining the cost of services whose price cannot be known in advance or indicated with precision, as well as the method of calculating the price allowing to verify it, will be communicated to the Client or will be the subject of a detailed quote, at the Client's request.

2-2. Any modifications requested by the Client cannot be taken into account after acceptance of the purchase order.

2-3. In addition to the price of the service, the Service Provider may invoice the Client for expenses, including: copying fees, postage, opening, archiving, file management... In addition, any other expenses incurred by the Service Provider, including travel, transport, accommodation... The expenses are reimbursed by the Client to the Service Provider upon presentation of the supporting documents.

2-4. In case of cancellation of the order by the Client after its acceptance by the Service Provider less than 8 days before the scheduled date for the provision of the ordered Services, for any reason other than force majeure, an amount corresponding to 30% of the total price excluding taxes of the Services will be owed to the Service Provider and invoiced to the Client, as damages, to compensate for the resulting harm suffered.

The entire service will be invoiced in case of cancellation less than 8 days before the scheduled date.

2-5. Special pricing conditions may be applied depending on the specific requirements requested by the Client, particularly in terms of payment terms and conditions. A special commercial offer will then be sent to the Client by the Service Provider.

ARTICLE 3 – Payment terms and conditions

Unless otherwise agreed, the price is payable in full on the day of provision of the ordered Services, under the conditions defined in the "Terms of Service Provision" article below, and as indicated on the invoice given to the Client.

In case of delayed payment or non-payment of the amounts due by the Client beyond the deadline specified above and after the payment date shown on the invoice addressed to them, penalties will automatically and without prior notice be acquired by the Service Provider. These late penalties are calculated at the semi-annual key interest rate (refinancing rate) of the European Central Bank (ECB) in effect on January 1st or July 1st, increased by 10 points. The rate thus calculated applies to the VAT-inclusive price shown on the invoice.

Payment delay will result in the immediate payment of the total amount owed to the Service Provider by the Client, without prejudice to any other action that the Service Provider may be entitled to take against the Client.

If the payment terms outlined above are not respected, the Service Provider also reserves the right to suspend the performance of its obligation or proceed with the termination of the contract.

Finally, a lump sum compensation for recovery costs, in the amount of 40 euros, will be automatically due without prior notification by the Client in case of late payment. If the recovery costs incurred by the Service Provider exceed this lump sum, the Service Provider may also claim reimbursement of all file fees, expenses and recovery fees incurred upon presentation of corresponding justifications, based on 300 € per formal demand letter.

ARTICLE 4 – Terms of provision of the Services

The Services requested by the Client will be provided on the dates specified in the duly signed purchase order.

These dates are indicative and the Service Provider will use its best efforts to comply with them. However, the Parties agree that in the event that the Services cannot be provided on these dates, they will meet within 48 hours to set new dates for the intervention.

The Services will be provided at the location specified in the purchase order.

Similarly, in the event of a specific request by the Client regarding the conditions of provision of the Services, duly accepted in writing by the Service Provider, the related costs will be subject to a specific additional invoice, based on a prior estimate accepted by the Client.

If no reservations or claims are expressly raised by the Client upon receipt of the Services, they shall be deemed to be in conformity with the order, in terms of quantity and quality.

The Client shall have a period of 8 days from the provision of the Services to make such reservations or claims in writing, with all supporting documents relating thereto, to the Service Provider.

No claim may be validly accepted if these formalities and deadlines are not respected by the Client.

The Service Provider shall reimburse or rectify the Services whose lack of conformity has been duly proven by the Client (to the extent possible) as soon as possible and at its own expense, according to the appropriate and agreed terms and conditions with the Client.

ARTICLE 5 – Service Provider’s Liability - Warranty

The Service Provider guarantees the Client against any lack of conformity of the Services and any hidden defect resulting from a defect in the supply of such Services in accordance with legal provisions, excluding any negligence or fault on the part of the Client.

The Service Provider’s liability can only be engaged in the event of proven fault or negligence and is limited to direct damages to the exclusion of any indirect damages of any kind.

In order to assert its rights, the Client must inform the Service Provider in writing of the existence of defects within a maximum period of one month from their discovery, failing which any action relating thereto shall be time-barred.

The Service Provider shall rectify or have rectified at its exclusive expense the Services deemed defective according to the appropriate and agreed terms and conditions with the Client.

In any event, if the Service Provider’s liability were to be retained, the Service Provider’s warranty would be limited to the amount excluding tax paid by the Client for the provision of the Services.

ARTICLE 6 – Intellectual property

Unless otherwise agreed beforehand, the intellectual property rights to studies, drawings, models, prototypes, software, etc., produced by the Service Provider in the context of the provision of Services to the Client shall become the non-exclusive property of the Client and the Service Provider, who may each exploit them independently as they see fit.

The rights relating to intellectual property pre-existing the provision of Services remain exclusively acquired by their original holders.

ARTICLE 7 – Unforeseen circumstances

In the event of a change in unforeseen circumstances at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Code Civil, the party that has not agreed to assume the risk of excessively onerous performance may request a renegotiation of the contract from its co-contractor.

ARTICLE 8 – No Compensation - No Waiver - No Recruitment of Employees

8-1. Except with the prior agreement of the Service Provider, the Client is prohibited from offsetting any sums due elsewhere against the sums that the Client owes to the Service Provider under the Contract.

8-2. The fact that the Service Provider does not invoke any of the clauses of the present contract at a given time cannot be considered a waiver of the right to invoke these same clauses later.

8-3. The Client undertakes, except with the prior written consent of the Service Provider authorizing it to do so, not to poach or hire the Service Provider's personnel who participated in the execution of the Contract, during the entire duration of this execution and during the twelve (12) months that will follow the termination of the contractual relationship.

In the event that the Client does not comply with this commitment, it would be required to compensate the Service Provider by paying it an indemnity equal to twelve (12) months of the collaborator's gross remuneration.

ARTICLE 9 – Specific performance - Proportionate reduction - Excuse of non-performance - Force majeure

9-1. In the event of a breach of contract by one or both parties, the party that is the victim of the default has the right to request specific performance of the obligations arising from this contract. In accordance with the provisions of Article 1221 of the French Code Civil, the creditor of the obligation may pursue this specific performance after a simple notice, sent to the debtor of the obligation by registered letter with acknowledgment of receipt that has remained unsuccessful, unless it proves impossible or if there is a clear disproportion between its cost for the debtor and its interest for the creditor.

9-2. In the event of a breach by the debtor of one or more of its obligations, the creditor may, in accordance with Article 1223 of the French Code Civil, 30 days after the debtor's receipt of a notice of default by registered letter with request for acknowledgment of receipt to perform that has remained ineffective, accept a defective performance of the contract and request a proportional price reduction, by written notification to the debtor and binding on the latter. The price adaptation is therefore carried out by the sole unilateral manifestation of will of the creditor. In the event that the creditor of the obligation has paid, the latter may, under the same conditions, accept a defective performance of the contract and request a proportional reduction in the price as well as the reimbursement of the excess paid by the debtor.

In the absence of an agreement between the Parties on the amount of this proportional price reduction, it will be determined by expert opinion in accordance with the conditions of Article 1592 of the French Code Civil.

9-3. As a reminder, in accordance with Article 1219 of the French Code Civil, each Party may refuse to perform its obligation, even if it is due, if the other Party does not perform its obligation and if this non-performance is sufficiently serious, that is to say, likely to call into question the continuation of the contract or fundamentally upset its economic balance. The suspension of performance will take effect immediately upon receipt by the defaulting Party of the notification of non-performance sent to it by the Party that is the victim of the non-performance, indicating the intention to rely on the exception of non-performance as long as the defaulting Party has not remedied the non-performance. The notification must be sent by registered mail with acknowledgement of receipt or on any other durable written medium that provides evidence of sending.

This exception of non-performance may also be used preventively, in accordance with the provisions of Article 1220 of the French Code Civil, if it is clear that one of the Parties will not perform its obligations at the due date and that the consequences of this non-performance are sufficiently serious for the Party that is the victim of the non-performance.

This faculty is used at the risk and peril of the Party that takes the initiative.

The suspension of performance will take effect immediately upon receipt by the presumed defaulting Party of the notification of the intention to rely on the preventive exception of non-performance until the presumed defaulting Party performs the obligation for which a future breach is manifest, notified by registered mail with acknowledgement of receipt or on any other durable written medium that provides evidence of sending.

If the impediment was definitive or lasted for more than 1 month, the present contract would be resolved purely and simply for breach of contract by one of the parties.

9-4. The Parties shall not be liable if the non-performance or delay in the performance of any of their obligations, as described in the present agreement, results from a case of force majeure, within the meaning of Article 1218 of the French Code Civil.

ARTICLE 10 – Disputes

Any disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of this contract shall be subject to the jurisdiction of the Tibunal de Commerce of Tours, France (37).

ARTICLE 11 – Applicable law – Language of the contract

By express agreement between the parties, the present General Terms and Conditions of Sale and the purchase and sale transactions that result from them are governed by the French law.

They are written in French. In the event that they are translated into one or more languages, only the French text will be binding in the event of a dispute.

ARTICLE 12 – Client Acceptance

The present General Terms and Conditions of Sale are expressly approved and accepted by the Client, who declares and acknowledges having a perfect knowledge, and therefore waives the right to rely on any contradictory document, and in particular its own general terms and conditions of purchase, which will be unenforceable against the Provider, even if it has been aware of them.