General Terms and Conditions of Sale

Applicable from January 15, 2023 - last modified on January 1, 2023.

Clause No. 1: Purpose and Scope

These General Terms and Conditions of Sale (GTC) constitute the basis for commercial negotiation and are systematically provided or handed over to each buyer to enable them to place an order. The general terms and conditions of sale described below detail the rights and obligations of Sedestral and its customer in the context of the sale of the subscriptions presented and subscribable on the sedestral.com website. Any acceptance of the quotation/order form, including the clause 'I acknowledge having read and accept the attached general terms and conditions of sale,' implies the buyer's unconditional acceptance of these general terms and conditions of sale.

Clause No. 2: Price

The prices of the subscriptions sold are those in effect on the day of the order. They are denominated in euros and calculated excluding taxes. Consequently, they will be increased by the applicable VAT rate at the time of the order. Sedestral reserves the right to change its prices at any time. However, it undertakes to invoice the subscriptions ordered at the prices indicated when the order was placed.

Clause No. 3: Discounts and Rebates

The rates offered include any discounts and rebates that Sedestral may grant based on its performance or the buyer's assumption of certain services.

Clause No. 4: Discount

No discount will be granted in case of early payment.

Clause No. 5: Payment Terms

Payment for the services offered by Sedestral must be made in full at the time of subscription to the offer. The automatic renewal will be carried out every month according to the chosen offer. Moreover, payment must be made by credit card only on the Sedestral website.

Clause No. 6: Late Payment

In the event of total or partial non-payment of the delivered subscriptions, the buyer must pay Sedestral a late payment penalty equal to three times the legal interest rate in effect on the day of receipt of access to the subscription modules. From January 1, 2015, the legal interest rate will be revised every 6 months (Ordinance No. 2014-947 of August 20, 2014). This penalty is calculated on the amount including tax of the remaining due amount and runs from the due date of the price, without any prior formal notice being necessary. In addition to late payment indemnities, any sum, including the deposit, not paid on its due date will automatically result in the payment of a flat-rate indemnity of 40 euros for recovery costs, in accordance with Articles 441-10 and D. 441-5 of the Commercial Code.

Clause No. 7: Termination Clause

If, within fifteen days following the implementation of the 'Late Payment' clause, the buyer has not paid the remaining due amounts, the sale will be automatically terminated and may result in the award of damages and interest in favor of Sedestral.

Clause No. 8: Retention of Title Clause

Sedestral retains ownership of the sold subscriptions until the full payment of the price, principal, and accessories. As such, if the buyer is subject to recovery or liquidation proceedings, Sedestral reserves the right to claim, within the collective proceedings, the goods sold and unpaid.

Clause No. 9: Intellectual Property Rights

The client is prohibited from making any modifications to the products. The information and data contained in any document or information medium provided by Sedestral under these General Terms and Conditions of Sale (GTC) remain the exclusive property of Sedestral, as well as all industrial property rights, including, without limitation, patents and associated trademarks.
No right, title or interest in or relating to names, trademarks, trade secrets, patents, patent applications, expertise or other intellectual property rights relating to the products is transferred to the client by these GTC.
Except as expressly provided otherwise in this clause, no license is granted to the client, directly or indirectly, implicitly, by estoppel or in any other way, under any patent, trade secret or any other intellectual property right of Sedestral.

The client will use the information provided by Sedestral for no other purpose than that provided for in these GTC or, as the case may be, for the installation, operation and/or maintenance of the products.

Sedestral retains and will retain full and complete ownership of all inventions, plans and processes created or developed before or during the performance of the GTC.

Sedestral reserves the right to object to, stop or seek compensation for any use it deems unfair, constituting an act of commercial parasitism or contrary to its image.

The client is prohibited from reproducing or causing to be reproduced, in whole or in part, the trademarks, designs and models or any other industrial property right held by Sedestral, under penalty of prosecution, and/or from transmitting to third parties any information of any kind allowing the total or partial reproduction of these rights.

Clause No. 10: Delivery

Delivery is made by:
either directly handing over access to the buyer;
or by sending a notice of availability by mail or email;
The delivery time is immediate for online shipments, but subject to the processing times of postal services for physical shipments and is not guaranteed in any way.

Consequently, any reasonable delay in the delivery of access cannot give rise to, for the benefit of the buyer:
- the allocation of damages and interest;
- the cancellation of the order.

If any reservations regarding the placed order exist, they must be confirmed in writing within five days following delivery, by registered mail with acknowledgment of receipt addressed to the company.

Clause No. 11: Force Majeure

Sedestral's liability cannot be held responsible in the event of non-performance or delay in the performance of any of its obligations described in these general terms and conditions of sale due to a case of force majeure. In this respect, force majeure means any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code.

Clause No. 12: Competent Court

Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law.
In the absence of an amicable resolution, the dispute will be brought before the nearest commercial court to Sedestral's registered office.

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