General terms and conditions of sale

The present General Terms and Conditions of Sale apply to all sales of Products and Services entrusted to OLYTHE, a company registered in the Tours Trade and Companies Register under number 791 392 236, whose contact details appear in the legal notice on the website (https://www.olythe.io/), hereinafter referred to as “OLYTHE”, by any individual or legal entity, hereinafter referred to as the “Customer”.

OLYTHE and the Customer are hereinafter referred to individually as the “Party” or collectively as the “Parties”.

ARTICLE 1. DEFINITIONS

Links to the OLYTHE website are provided for information purposes only.

ARTICLE 2. PURPOSE

The purpose of these GCS is to define the legal and financial conditions under which :

• The Customer orders one or more Products from OLYTHE;
• OLYTHE delivers the Product(s) to the Customer.

The Contract takes precedence over any conditions of purchase or other documents issued by the Customer.

The GCS are brought to the attention of the Customer with the offer prior to any Order validation. These General Terms and Conditions cancel and replace any previous document and any exchange between the Parties prior to the validation of the Order.

OLYTHE reserves the right to modify its GCS at any time. In the event of modification of the GCS, the applicable GCS are those in force at the date of the Order.

ARTICLE 3. DESCRIPTION OF PRODUCTS AND SOLUTION

OLYTHE sells Products designed by OLYTHE.

The technical specifications of the Products are specified on the OLYTHE website at www.olythe.io, together with the essential characteristics, or in an attached document.

OLYTHE pays particular attention to the presentation of the Products offered on the Website. Due to the color settings of each computer, the colors of the products displayed on the photos of the Website may differ slightly from their true colors. OLYTHE cannot be held responsible for such slight or insubstantial differences. Products are offered and delivered while stocks last.

OLYTHE develops specific solutions at the request of its Customers. These solutions may be hardware and/or software.

The functionalities of the Solution are specified in the user guides provided by OLYTHE to the Customer.

ARTICLE 4. CONTRACT FORMATION – ORDER

• Placing an Order

Orders may be placed by the Customer by returning the order form attached to the offer which will have been either solicited directly by the Customer or issued by OLYTHE as part of a direct prospecting or prospecting campaign.

• Order validation

Each quotation or order form will include the GCS as an appendix.

Sending the signed and dated order form constitutes an Order and acceptance by the Customer of the GCS in force on the date of the Order.

The purchase order following an offer sent by OLYTHE must be returned, signed and dated, before the expiry of the deadline indicated on the offer. Failure to do so will render the offer null and void and OLYTHE will have no obligation to honor the Order, unless expressly confirmed in writing.

The Order placed following a preliminary offer must comply with it in all respects. In the event of an Order not conforming to the offer, OLYTHE reserves the right not to apply the new special conditions of the offer.

Any Order received directly is final only when the purchase order signed and dated by the Customer is confirmed in writing by OLYTHE via e-mail.

ARTICLE 5. PRICE

The price of the Product is displayed on the Web Site or in the commercial offers distributed by OLYTHE or its authorized partners.

OLYTHE reserves the right to modify prices at any time until the Order is placed.

The minimum order amount accepted is thirty euros excluding taxes (€30 excluding taxes). OLYTHE reserves the right to refuse any Order below this amount.

Prices are displayed in euros and exclusive of tax. Consequently, they will be increased by the VAT rate and transport costs applicable on the day of the Order.

OLYTHE reserves the right to apply a discount to the price set at the time of the Order.

ARTICLE 6. TERMS OF PAYMENT

Payment is due thirty (30) days after the end of the month.

Unless otherwise expressly agreed, payment will be made by cheque or bank transfer to the account opened in the name of OLYTHE SAS (IBAN & BIC shown on the order form). Payment will be due on the settlement date agreed by the Parties in the Order.

Any complaints do not suspend the obligation to pay. Set-off of claims is prohibited.

In the event that the Parties have agreed to payment on receipt of the Products or according to other terms not involving payment before dispatch, any late payment will result in the application of a fixed recovery indemnity, the amount of which is set by decree, as well as daily late payment penalties corresponding to the rate applied by the European Central Bank during its last refinancing operation, increased by ten (10) percentage points, calculated on the amount, inclusive of tax, of the balance of the price appearing in the offer or on any invoice. The aforementioned sums will be automatically acquired by OLYTHE, without any formality or prior notice, and will be applicable without prejudice to any other action that OLYTHE may be entitled to take against the Customer in this respect.

Payment of an invoice after the expiry of the payment deadline will result in the application of a fixed indemnity to compensate for collection costs. The amount of this indemnity has been set at forty euros all taxes included (€40 inc. VAT). If the collection costs actually incurred are higher than this fixed amount, the Customer may be asked to pay additional compensation, subject to justification.

In the event of non-payment or if there is justified doubt as to payment of the price, OLYTHE reserves the right to demand payment in advance on first demand or the provision of guarantees. If such payment is not made or if such guarantees are not provided, OLYTHE reserves the right to consider the order cancelled immediately and by operation of law, without prior formal notice or judicial formality, and subject to all rights to damages.

ARTICLE 7. RETENTION OF TITLE CLAUSE

In the event that the Parties have agreed on a payment method which does not involve payment before dispatch, the transfer of ownership of the Products is subject to full payment of the price by the Customer, without prejudice to the transfer of risks to the Customer upon Delivery as defined in article 8. Upon first request, the Customer must prove that he has taken out adequate insurance cover. In the event of non-payment within the stipulated period, OLYTHE reserves the right to take back the Products delivered and unilaterally cancel the order, without prior notification. OLYTHE may demand the return of the Products at the Customer’s expense and risk.

ARTICLE 8. SHIPMENT – DELIVERY TIMES – TRANSPORT

The Customer undertakes to provide OLYTHE with a correct delivery address. In no event will OLYTHE be liable for any failure to deliver due to the Customer providing an incorrect delivery address.

Unless expressly agreed otherwise between the Parties and included in the Order, the day of delivery is the day when the Products leave OLYTHE’s warehouse or when they are ready for shipment and held at the Customer’s disposal in Europe.

Shipment is always at the Customer’s risk, even in the case of carriage paid delivery. Products are deemed to be sold “ex works”, even if the price is quoted carriage paid, the expression “carriage paid” indicating only that OLYTHE bears the cost of transport, but not the risk. The transfer of risks to the Customer takes place on the date the Products are made available (notwithstanding the reservation of title clause).

Delivery times are given as an indication only and may depend in particular on manufacturing lead times when current orders exceed available stocks. Orders are recorded as they are received and are fulfilled according to OLYTHE’s possibilities and the availability of the Products.

ARTICLE 9. RECEIPT, RESERVATIONS AND NON-CONFORMITY

The Customer must check the apparent condition of the Products upon delivery. In the absence of express reservations by the Customer at the time of delivery, the Products delivered by OLYTHE will be deemed to conform to the Order in quantity and quality.

Reservations can only be accepted if they are formulated by registered mail with acknowledgement of receipt within three (3) working days following receipt of the Products by the Customer to the carrier and duly confirmed to OLYTHE, and accompanied by all supporting documents: samples, packaging labels, etc. In any case, the reservations formulated by the Customer must be precise and detailed.

Failing this, delivery will be deemed to have been made without reservation.

In any event, any return will be subject to prior written agreement by OLYTHE and the cost of return will be borne by the Customer. If OLYTHE confirms the non-conformity of the Products, OLYTHE will replace, as soon as possible and at its own expense, the Products delivered whose non-conformity has been duly proven by the Customer and approved by OLYTHE. In the absence of replacement, OLYTHE will reimburse the Customer.

OLYTHE’s approval or refusal will be communicated to the Customer in writing and will be determined according to the level of detail of the reservations and the analysis of OLYTHE’s technical services.

Product returns accepted by OLYTHE will only give rise to replacement (or reimbursement) if the Products are returned in their original condition, unused and after verification and acceptance by OLYTHE’s after-sales service.

ARTICLE 10. CALIBRATION

To ensure that the Product continues to perform at its best, calibration should be carried out at least once a year.

At the Customer’s request, OLYTHE will calibrate the Product in accordance with the financial conditions indicated on the quotation or on the website.

Calibration services are not covered by the warranty and must always be quoted.

Nevertheless, should the Product returned for calibration be defective, OLYTHE will offer to replace it if the warranty is applicable. Failing this, OLYTHE will offer to replace the Product at the rates in force on the day of the offer.

As soon as the Customer has validated the calibration quote, he will ship the Product to be calibrated at his own expense.

Once the calibration has been carried out, OLYTHE will return the Product to the Customer at its own expense.

ARTICLE 11. WARRANTIES

The Products are guaranteed for a period of one (1) year from the date of delivery.

The warranty covers all material and manufacturing defects. Interventions under the warranty shall not have the effect of extending the duration of the warranty.

OLYTHE alone is authorized to carry out disassembly, maintenance, overhaul and repair operations on the Product. In this respect, OLYTHE is the sole supplier of original spare parts, accessories and consumables. Failing this, the warranty in this clause shall no longer apply.

Under the terms of this warranty, OLYTHE’s only obligation shall be, at its option, to replace free of charge or repair the Product or component recognized as defective by its services, unless this method of compensation proves impossible or disproportionate. In order to benefit from the warranty, any Product must first be submitted to OLYTHE’s After-Sales Service (support@olythe.com), whose agreement is essential for any replacement or repair. Shipping costs, if any, will be borne by the Customer, who will not be entitled to any compensation in the event of the Product being immobilized due to the application of the warranty.

ARTICLE 12. LIABILITY

OLYTHE shall not be liable for any indirect or consequential damages incurred by the Customer as a result of the use of the Product. OLYTHE’s liability is limited, all causes considered, to the contractual price paid by the Customer for the Product which caused the damage.

In any case, OLYTHE will not be held responsible for damages resulting from improper use of the Product, nor for deterioration resulting from improper handling, faulty storage or use in unfavorable or unsuitable physical or chemical conditions.

ARTICLE 13. FORCE MAJEURE

OLYTHE shall not be held liable to the Customer for any non-performance or delay in the performance of any obligation under this Contract due to the occurrence of a case of force majeure as defined in article 1218 of the French Civil Code.

In the event of a force majeure event, the obligations of the present Contract are suspended. If the case of force majeure continues for more than one (1) month, the present terms and conditions may be terminated by operation of law under the conditions laid down in articles 1351 and 1351-1 of the French Civil Code.

In particular, fortuitous or force majeure events or events arising from economic circumstances (in particular wars, civil unrest, epidemics, interruptions or disruptions to transport or postal services, industrial disputes, atmospheric disasters and natural catastrophes, major incidents affecting suppliers or subcontractors, legal or governmental measures, etc.) likely to cause a total or partial interruption of OLYTHE’s activity, give the Customer the right not only to delay delivery, but also to cancel all or part of the Order, without the Customer being able to claim any compensation as a result, nor to refuse partial performance.

ARTICLE 14. INTELLECTUAL PROPERTY

These General Terms and Conditions of Sale shall not be construed as implying any transfer or license of OLYTHE’s intellectual property rights to the Customer.

The Solution, including its source codes and its architecture, the Services, all the contents present on the software and published by OLYTHE, the design of the analyzer as well as the names, signs and logos used to designate the Solution and its elements, the Services, the Results, the Products sold by OLYTHE, are protected by intellectual property rights (such as in particular all copyrights, patent rights, trademark rights, design rights, database producers’ rights, and any other existing or future French or international intellectual property rights), know-how, prior knowledge, confidential information and belong to OLYTHE or to third parties having authorized OLYTHE to use them.

Thus, unless otherwise expressly agreed with the Customer, the rights protecting the Solution, the Services, the Products sold by OLYTHE and the Results of all studies and developments requested from OLYTHE by the Customer remain the exclusive property of OLYTHE.

The present Contract does not in any way entail the assignment or licensing of intellectual property rights to the Client.

The Customer is only authorized to personally use the Products, Solutions and/or Results in accordance with their intended purpose. In this respect, the Customer may not reproduce, adapt, modify, distribute or transfer all or part of the Results without the express prior consent of OLYTHE.

ARTICLE 15. PERSONAL DATA

The provisions relating to the collection and processing of the Customer’s Personal Data in connection with the Order are detailed in the privacy policy available on the Web Site (https://www.olythe.io/privacy-policy/).

ARTICLE 16. RIGHT OF WITHDRAWAL

It is agreed that article 16 only applies to B2C sales. The term B2C is to be understood as “Business to Consumer”, i.e. all relations between OLYTHE and the general public.

By exception, in the context of a B2B Service: For Services and Services marketed on the Website, the Customer benefits from a right of withdrawal if he meets the conditions mentioned in law n°2014-344 of March 17, 2014, known as the “Hamon law”. and in article L221-3 of the Consumer Code.

16.1 Scope

16.1.1 For Products and services marketed on the Website, and apart from the exceptions listed below, the Customer benefits from a right of withdrawal. The Customer may, within fourteen (14) days following delivery of the Product(s) or final validation of the Order for service contracts, exercise the right of withdrawal by notifying OLYTHE, in accordance with article 16.2 hereof.

In accordance with article L221-25 of the French Consumer Code, the Customer who expressly requests the performance of a service before the end of the withdrawal period may exercise his right of withdrawal. Nevertheless, in such a case, OLYTHE will be entitled to claim payment of an amount corresponding to the service provided until communication of its decision to withdraw, provided that OLYTHE has received the Customer’s express request.

16.1.2 Certain products and services listed in article L221-28 of the French Consumer Code are not subject to the Customer’s right of withdrawal. For example :

– The supply of Products made to the consumer’s specifications or clearly personalized.

16.2 Terms and conditions

16.2.1 Notification of withdrawal

In order to exercise this right and prior to any return, the Customer must notify OLYTHE of his intention to withdraw, using the following e-mail address:

• sales@olythe.com

16.2.2 Costs and procedures for returning Products

The cost of returning Products is borne by the Customer. The Customer must return the Product no later than fourteen (14) days following the communication of his decision to withdraw.

The Product must be returned to OLYTHE:

• in packaging that allows it to be fully protected (for example, its original packaging), accompanied by any accessories, instructions for use and documentation, labels ;
• without the Product having obviously been subject to prolonged use beyond the time necessary for its fitting (limited to a few minutes) and in perfect resale condition (not damaged, not damaged or soiled); accompanied by the labels and all possible accessories.

16.3 Refunds

The return of all Products or Services ordered will give rise to the reimbursement of all sums paid by the Customer, i.e. the purchase price of the Product(s) or Service(s) and any delivery charges.

Reimbursement will be made at the latest upon recovery of the Product by OLYTHE. In addition, the refund will be made by the same means of payment used by the Customer for the Order, unless the Customer expressly authorizes OLYTHE to make the refund by another means of payment.

ARTICLE 17. NOTIFICATIONS

Exchanges between the Parties may take place by any means, in particular by e-mail.

The paper printout of an e-mail is valid proof of the content of the exchanges.

After-sales service contact details: support@olythe.com

ARTICLE 18. MISCELLANEOUS STIPULATIONS

• Tolerance

It is formally agreed that any tolerance or waiver by one of the Parties, in the application of all or part of the undertakings set out in this Contract, whatever the frequency and duration thereof, shall not constitute a modification of this Contract, nor generate any right whatsoever.

• Entire

The present stipulations (including the general terms and conditions of use, the Order and any appendix referred to as such) constitute the entire agreement between the Parties and reproduce in every respect all previous agreements, letters of intent, correspondence and proposals between them, whatever their form or designation and relating to the same subject matter, with the exception of those listed herein.

• Severability

If any provision of the Agreement is invalidated in whole or in part, the validity of the remaining provisions of the Agreement shall not be affected. In such a case, the Parties shall, if possible, replace the cancelled provision with a valid provision corresponding to the spirit and purpose of the Contract.

ARTICLE 19. APPLICABLE LAW – DISPUTE RESOLUTION

The GCS in French will be executed and interpreted in accordance with French law.

In the event of a dispute, French law alone shall apply to the exclusion of the provisions of the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980.

In the event of any dispute arising from the validity, interpretation, performance or termination of the contract, the Commercial Court of Aix-en-Provence shall have jurisdiction, irrespective of the place of delivery, the Customer’s geographical location or the method of payment, even in the event of a warranty claim, multiple defendants or summary proceedings.

Nevertheless, any dispute arising between the parties must be the subject of an attempt at amicable resolution prior to any legal action. The plaintiff shall bear the burden of proof of this attempt.