I. General Conditions
These Terms and Conditions of sale (hereinafter T&Cs) apply to the company ACHAT CLOUD SASU (hereinafter Achat Cloud) and its customers (hereinafter Customer(s)), both in France and abroad and for any order of products (hereinafter Solution). The T&Cs take precedence over all other terms and conditions and can only be modified by specific conditions previously and expressly accepted in writing by Achat Cloud and by the Customer. In the event that any provision hereof is declared invalid or unwritten, the remaining provisions will remain in effect unless the general scheme of the contract is altered.
Achat Cloud markets its solution to specialist professionals and computer technology users. The Customer acknowledges that he has previously provided the order, provided to Achat Cloud all useful information on its needs. Achat Cloud can not in any way be held responsible for the consequences of information from the Customer or the inaccuracy of information that would have been given by the Customer. The proper functioning of the solution requires that it be installed in a suitable physical environment. It is the Customer’s responsibility to provide an environment that meets the stated requirements for the products. As a decisive condition, the Customer acknowledges having been informed of the technical specifications of the solution and assumes responsibility for its choices according to its capabilities and needs. He acknowledges having received all necessary information in this regard.
3. Intellectual Property
All intellectual property attached to the Solution remains the entire and exclusive property of Achat Cloud, the Client benefiting only from a simple license fee limited to the use of the Solution according to its destination, for its own personal needs. The Customer agrees to scrupulously respect the requirements of the publisher’s license agreements. At least, it is prohibited to copy, decompile unless otherwise required by law, modify the programs and make a third party benefit from the programs (under license, office service, etc). If necessary, any assignment by the Customer to a third party must be made in accordance with the provisions of this article, the Customer recognizing the need to impose the same terms to his own customers and accepts it.
Any order must be made in writing, by acceptance of the quote on the Customer Online Area, or through this website http://achat-cloud.fr. To access his online Area, the Customer creates an account which is subject to the acceptance of Achat Cloud. The Customer may also receive an invitation to register an account or to place an order order through a quote sent by email from Achat Cloud. All orders are subject to the acceptance of Achat Cloud which occurs within eight (8) business days of receipt of the order. Achat Cloud may modify certain terms of the order, and then notify the Customer, who will be deemed to have accepted the said modifications in the absence of a dispute within five (5) working days of receipt of the notification of the modification. Any cancellation, postponement or modification of an order for Products due to the Customer must be expressly notified to Achat Cloud. Achat Cloud Product Catalogs are not contractual documents and Achat Cloud reserves the right to discontinue any of its Products at any time except for Products already ordered.
5. Price and payment terms
The prices stipulated in the rates and / or price offers or quotes from Achat Cloud are expressed in euros, excluding taxes, from our warehouses. All fees, duties and taxes are the responsibility of the Customer. Any previously granted discount may be changed with each new order. For the Products, the transport costs are fixed at the delivery according to the tariff in force at the time of the order of the Customer.
Invoices are issued for the Products when they are shipped from our warehouse. They are usually already paid by the Customer when placing the order. Exceptionally and for specific deals the invoice may be made payable at thirty (30) days if Achat Cloud gives it’s acceptance. However, with respect to any new Customer, or in case of default or delay of a Customer in the payment of a previous invoice. Achat Cloud reserves the right to demand cash payment. Drafts sent for acceptance must be returned to us within eight weeks of their shipment. The due date of the payment is stipulated in clear on the invoice.
In the case of payment by direct debit to the Customer’s account, the Customer undertakes to change his bank details, expiration or change of credit card, to update his bank details in the space reserved for his Account or by sending them by email to Achat Cloud. Moreover, if the Customer has a credit line granted by Achat Cloud to pay his invoices at a defined term (eg 30 days, …) then any new order increasing the total of the amounts of this new invoice and those due to an amount greater than the credit line granted will automatically lead to the automatic direct debit of old invoices before their due date so that the sum of the amounts of the invoices due and the new order is less than the amount of the granted credit line. If the Customer has not given a direct debit authorization then Achat Cloud may request the payment of old invoices before their due date to accept the order and proceed to delivering it to the Customer.
6. Late payment
Any amount unpaid on its due date will automatically be charged with interests at the rate of one and a half times the rate of legal interest. In addition, any delay or refusal of payment at the due date will lead, automatically, after a formal notice sent by email or by registered letter with acknowledgment of receipt and which still remains unsuccessful after eight (8) days after its dispatch, to additional late interest fees at the conventional rate of 1% per month. The late payment interest will be counted from the 1st day following the payment due date.
In addition, in the event of total or partial non-payment, Achat Cloud will retain any down payments, as a lump sum minimum indemnity without prejudice to any additional damages that it may claim. Finally, in case of doubt about the creditworthiness of the Customer established on the basis of internal data such as late payments of previous invoices, or on that of external data such as, for example, the taking of registration of privileges. Achat Cloud reserves the right to terminate and / or resolve by right, immediately, by the mere issue of an email or a registered letter with acknowledgment of receipt, all orders in progress, without compensation.
In case of payment by direct debit, the Customer agrees to update without delay by means of his Account (s) or by email his bank details or references of his credit card in case of change of his bank details , expiration or change of credit card. Failing this, in the event of a payment incident, Achat Cloud may suspend Customer’s access to the Service (s) and / or thereafter terminate its Subscription or any other current contract hereunder without prejudice to right for Achat Cloud to request additional compensation to fully repair the damage suffered.
Any late payment, even partial, of a single invoice, automatically entails the forfeiture of the term of all the invoices established by Achat Cloud on behalf of the Customer, which become immediately due. If the contract is concluded for a fixed period, in particular in case of Subscription, the Customer will be liable from the date of failure to pay the full amount remaining to the expiry of the contractual period.
Any dispute relating to billing can only be accepted by Achat Cloud within two (2) months from the date of dispatch of the invoice.
7. Responsibility and quality commitment
In no event shall Achat Cloud be liable for damages due to Customer’s non-performance of its obligations, consequential or non-material damages, damages resulting from the loss of data, damages related to late delivery, missing or damaged of goods, damage related to non-compliance with the Customer’s needs, or damage due to a cause beyond the control of Achat Cloud constituting a force majeure. In addition, in the event that its liability would be recognized by the courts, for any cause attributable to it, the maximum amount of compensation payable by a Customer for compensation for his loss would be limited to 1,000 (one thousand) euros. It is expressly agreed that any financial or commercial loss (eg loss of profits, loss of orders) or any action against the Client by a third party constitutes indirect damage and therefore does not qualify for compensation. The same applies to the loss of Customer data or records.
9. Governing Law – Attribution of Jurisdiction
This agreement is subject to French law. Any dispute will be under the jurisdiction of the Commercial Court of Montpellier.
II. Product-specific provisions
The delivery is made when the Products are made available at the Achat Cloud warehouse(s), whether or not the transport is carried out by Achat Cloud. Achat Cloud may proceed with the transportation of the Products, on behalf of the Customer, to the place indicated on the Customer order. Achat Cloud is authorized to make partial deliveries. Delivery times are indicative and their overtaking can give rise to no damages, withholding or cancellation of orders in progress. Any postponement of Delivery by the Customer is subject to the written approval of Achat Cloud. The postponement of Delivery will result in invoicing by Achat Cloud, at its discretion, of additional costs that will be due by the Customer. In case of apparent defect or non-compliance of the delivery, the Customer must send to Achat Cloud, within a maximum period of five (5) days from the physical reception of the Products, an email or registered letter with acknowledgment of receipt. Concerning the software packages, in the absence of reservations issued within a period of 5 (days) from the physical reception of the Products, they will be deemed to comply with the order, both in terms of support and specifications announced. Because of the rapid evolution of computer technologies, Achat Cloud reserves the right to provide the Customer with a Product different from the one ordered, as long as it does not lead to any alteration of the initially planned result and without the sale could give right to resolution or reduction.
2. Risk transfer
Upon delivery, the Products are under the responsibility of the Customer who then bears all risks, losses or damages of insurance. It is the responsibility of the Customer, unless otherwise stipulated, to cover the costs and risks of transporting the Products sold. In case of damage or missing, the Customer must make any necessary dispute on the delivery and confirm its reserves within five (5) days by email or by registered letter with acknowledgment of receipt to the carrier and to Achat Cloud. No complaint will be accepted in case of non-compliance with these formalities.
3. Warranty and return
The Products are only guaranteed under the warranty conditions of the supplier manufacturers and editors of Products. In this context exclusively, Achat Cloud may replace free of charge parts affected by a defect recognized by its technical services. The warranty does not cover the cost of transporting the Products in return. Achat Cloud provides no other guarantee than that stipulated above.
4. Retention of ownership
Without prejudice to the transfer of risks, Achat Cloud retains ownership of the Products sold until actual payment of the full price, in principal and accessories. Failure to pay all or part of any of the deadlines entitles you to claim the Products. All claims costs are the responsibility of the Customer. The present conditions of recovery apply also for any Product that has not been sold and that Achat Cloud would legitimately resume (loan, etc …).
5. Final destination
The Customer must obtain, prior to any resale or export or redirection, the prior authorization of Achat Cloud and the competent French or foreign authorities. The fact of having informed Achat Cloud of the final destination of the Products concerned does not relieve the Customer of its obligations. The Customer undertakes to comply with all applicable laws and regulations regarding import and export.