1 “Order” means a request for goods or services offered by ALLUCYNE
2.”Customer”: an individual who has ordered products or services subject to these terms and conditions. The Customer can be identified as an individual who acts for reasons directly or indirectly related to professional activities
3.”Product”: goods or services specified in the order sold or provided by ALLUCYNE through this contract
4. “Price”: consideration in relation to the product and delivery costs
5. “Contract”: a contract for the sale of a product subject to the terms and conditions herein
“Parties”: ALLUCYNE and Customer
Our sales are made under these conditions, based on the general provisions of the law. Even if our Customer declares in printed form that these conditions alone are valid to regulate our business relations, this declaration is not binding on us and has no influence on our legal relations, regardless of the form of this declaration and the circumstances in which it was made in connection with the conclusion and performance of the Contract. The content of the Contract shall also not be affected by our silence with regard to proposals for changes made directly or indirectly by our Customer, nor by the fact that we make deliveries without reservation. Unless otherwise stated, the offer shall remain valid for 30 days from the date of dispatch or delivery to the Customer. If our offers are not accepted by our Customer as quickly as circumstances permit, they shall no longer be binding on us until the final conclusion of the Contract, unless we have set our Customer a longer period for acceptance. Orders which do not correspond exactly to our offer, as well as oral, telephone, telegraphic or telexed orders, supplements, amendments or agreements on minor points are only binding on us if we have expressly confirmed them in writing. Any point discussed with our agents or representatives is only valid if confirmed by us in writing.
The only documents governing the agreement of the Parties (the Contract) are, in descending order of priority
a) ALLUCYNE’s offer and its annexes which may include, in particular, special conditions and these general conditions
b) The Customer’s order or the Contract signed with the Customer
c) ALLUCYNE’s acknowledgement of receipt of the order, if applicable.
Les seuls documents régissant l’accord des Parties (le Contrat) sont par ordre de priorité décroissante:
This Agreement, together with its schedules, expresses the entirety of the obligations of the Parties. No clause contained in any document sent or delivered by the Parties may be incorporated into it.
Any communication between the Parties shall be in writing and sent to the address of the other Party which shall be indicated on the Contract or on the order. The Parties understand that all communications sent by e-mail to the address of the other Party indicated on the order shall be in writing.
The Products are sold and/or provided according to the terms of the Contract at the time of sale. The Contract is concluded when the order confirmation arrives at ALLUCYNE via e-mail.
Prices and Products are subject to change at any time. Allucyne retains all industrial intellectual property of its delivered product or service.
With respect to work performed by us in accordance with the wishes, designs or other instructions of our Customer, we will have fulfilled our obligations if we deliver in accordance with the instructions given, without being required to verify them in any way or to test the delivered product as to the results expected or hoped for by our Customer.
Costs relating to modifications for which we are not responsible shall be borne by the Customer. ALLUCYNE retains the intellectual property of the application. The source codes are delivered to the customer.
No modification, supplement or waiver of this Agreement or of the supplies shall be binding on the Parties unless signed in advance by both Parties. ALLUCYNE shall have the right, in the absence of a written order or agreement on prices and conditions, to suspend or refuse performance of the services. No clause of this Agreement considered unenforceable shall cancel any or all of this Agreement, which shall remain in effect, as provided by law.
The execution deadlines will be extended in case of force majeure, in case of modifications, in case of delay attributable to the Customer or to a third party and generally for any delay or event not attributable to ALLUCYNE or beyond its reasonable control.
If ALLUCYNE fails to meet the contractual performance deadlines, for reasons directly attributable to it, and where the delay causes damage to the Customer, ALLUCYNE will pay, after formal notice has remained unsuccessful and at the reasoned request of the Customer, compensation calculated on the contractual amount excluding tax of the services concerned, at the rate of 0.2% per complete week of delay. The cumulative amount of these penalties may not exceed 5% of the amount excluding tax of the services concerned.
These penalties shall have the character of liquidated damages and shall be exclusive of any other compensation to the Customer in this respect and of any other sanction. Any technical or performance penalties provided for in the Agreement shall be in the nature of liquidated damages and shall be exclusive of any other compensation for non-compliance with performance and of the application of any other penalty. ALLUCYNE’s liability for delay and/or failure to meet performance requirements may not exceed a total amount of 5% of the Contract price excluding VAT.
If the performance of a contractual obligation is delayed, restricted or prevented by force majeure, fire or other catastrophes, natural disasters, work stoppages, war, strikes, shortages or delays in the supply of raw materials or capital goods which could not be foreseen or by any other circumstance which could not be overcome despite reasonable care and/or without a significant increase in the cost price, the Party whose performance is thus compromised shall not be held liable and the time limits available to it for performance shall be extended accordingly.
Acceptance of the object of the work requires prior written agreement.
ALLUCYNE will notify the Customer of the completion of the Services by mail or by entering the minutes of the project acceptance meeting. According to the schedule, the Customer shall carry out the operations prior to acceptance, including tests, in the presence of ALLUCYNE if necessary. The acceptance tests will be recorded in a report signed by both parties.
The date of acceptance, with or without reservations, is the date of completion of the Services resulting from the notification.
Acceptance shall constitute a check by the Customer of the conformity of the subject matter of the Contract. If for reasons for which we are not responsible the acceptance tests cannot be carried out on the agreed date, the qualities which should have been checked shall be deemed to exist; acceptance shall be deemed to have been carried out.
Refusal of acceptance can only be motivated by the non-completion of the Services or a series of serious defects preventing the normal operation of the installations carried out by ALLUCYNE.
If the tests show that the equipment does not comply with the Contract, our Customer must immediately give us the opportunity to correct these defects as soon as possible.
Acceptance shall be deemed to have been accepted without reservation, in the event of failure by the Customer to reply or to indicate the reasons for refusal of acceptance, immediately after notification.
In the event of acceptance with reservation, ALLUCYNE has a period of 90 days from the Customer’s decision to perform the necessary Services, unless otherwise agreed. Failure by the Customer to respond within 15 days of ALLUCYNE’s notification of the execution of the Services will be deemed to constitute a decision to lift the reservations.
If for any reason attributable to the Customer, the object cannot be delivered, we reserve the right to store the solution at the Customer’s expense and risk.