Terms of Sale

Terms of Sale

 

 

Version n°1.4 dated 23/10/2019


Preamble

The THALES SIX GTS France S.A.S Company, with a share capital of EUR 163,949,805, registered in the RCS in Nanterre under the number 383 470 937, makes Marketplace referred to as “Iven” available on its website www.iven-services.com
Through this Marketplace, THALES allows professionals to purchase and sell industrial consumable articles, namely in the aeronautics sector, through a secure platform.
On the Marketplace, and as operator of the platform and the Service, THALES will act as an intermediary and a trusted third party.

 

Article 1: Definition

  •  “Seller Back Office“: refers to online service for Sellers, through which they can make their Offers, and assure follow-up on Customer Orders.
  • “End-user-certificate”: refers to a certificate, which guarantees the final destination of the Product ordered, which the Seller must issue and the Customer must sign, for sales of some Products subject to the Export Control Regulation.
  • “Terms of Sale”: refers to the present General Sales Conditions applicable to the transactions performed through the Marketplace.
  • “Customer”: refers to a user who has an account on the Marketplace, which allows him to purchase the Products offered by the Sellers who are present on the Marketplace.
  •  “Order”: refers to an order submitted by a Customer to a Seller for the supply of one (or more) Product(s) that the Seller has proposed on the Marketplace through an Offer.
  • “Special Terms of Sale”: refers to the Special Terms of Sale which supplement the present Terms of Sale and which the Seller can specify on its Seller page or in the Offers, he publishes.
  • “Quotation Request”: refers to a Customer's request for price and sale conditions of one or more Products offered by a Seller on the condition upon quotation.
  • “Quotation”: refers to the Seller's response to the Customer's Quotation Request in connection with the Customer's Offer upon Quotation.
  • “Product Data Sheet”: refers to a sheet, filled out by the Sellers, in which they provide the characteristics of the Products offered for sale at Marketplace.
  • “Force majeure”: refers to any event beyond reasonable control, including but not limited to: governmental decision, war (declared or not), hostilities, uprising, act of terror, sabotage, fire, flood, epidemics, quarantine restrictions, supply disruption, strike, plant closure and social labor conflicts, embargo, earthquake.
  • “Incident”: refers to the option given to the Customer to file an online complaint, after specifying the reason, against the Seller.
  • “Data Protection Legislation“: refers to (i) the Directive No. 95/46 concerning the protection of natural persons in terms of the Personal Data processing and free circulation of this data (EU Data Protection Directive, (ii) any transposition law of the EU Directive on Data Protection, in particular Law No. 78-17 of January 6, 1978, as amended, on information, files and liberties, (iii) European Regulation No. 2016/679 on the protection of natural persons in terms of the Personal Data processing and the free circulation of the data starting with the date of its implementation, and (iv) any regulation on Personal Data treatment applicable to the period of this Contract.
  •  “Marketplace”: refers to the B2B digital marketplace, set up by the Operator, putting Sellers in contact with Customers, aiming at performing transactions on the Offers proposed by the Sellers. The Marketplace platform is composed, among other things, of the Site and Seller Back Office.
  • “Iven Messaging System”: refers to a tool for written communications that allows the Sellers and the Customers to exchange messages through the Marketplace (historical communications).
  • “Offer”: refers to the sales conditions (price, availability, shipment processing time, delivery options, other) that the Seller proposes for the Products to be sold on the Marketplace.
  • “Offer upon Quotation”: refers to the option for the Seller to offer products without providing the price, which will be determined by the Seller at the Customer request.
  • “Operator”: refers to THALES SIX GTS France SAS, intermediary and trusted third parties, managing the Marketplace and all operations related to the Marketplace.
    “Payment Service Provider“: refers to the WEBHELP PAYMENT SERVICES Company, a payment institution approved by the Prudential Control and Resolution Authority and passported in Europe. The Payment Services Provider collects payments made by Customers and transfers them to Sellers (protection of the Seller funds). This company meets the criteria allowing the qualification of payment service provider as construed in the Directive No. 2015/2366 of November 25, 2015 relating to the payment service in the internal market, transposed into internal law by ordinance no. 2017- 1252 of August 9, 2017.
  • “Products”: refers to the products that the Seller places on the Marketplace for sale.
  • “Export Control Regulations”: refers to all normative regulations, both French and European or International which deal with export control. In particular, French Law no. 2011-702 or 06/22/2011, the ITAR (International Traffic in Arms Regulation), Regulation (EC) No. 428/2009 of May 5, 2009 are concerned.
  • “Representative”: refers to any person having access on Seller's or Customer's account to the Seller Back Office or the Site and acting on behalf and for said Seller or said Customer.
  • “Service”: refers to the service, which the Operator offers through the Marketplace as defined in these Seller Terms of Use and the Customer Terms of Use.
  • “Site”: refers to the Internet “http://www.iven-services.com” site, dedicated to the Marketplace, allowing the use of its services through the Customer account.
  • “THALES”: refers to the THALES SIX GTS France S.A.S. Company
  • “VAT”: refers to value added tax
  • “Seller”: refers to the company using the Service for selling there its products.
  • “Sale”: refers to the sale contract between the Customer and Seller concluded by the acceptance of the Customer's Order or Seller's Quotation acceptance. 

 

Article 2: Purpose and scope

2.1. These Terms of Sale are applicable to all Sales performed through the Marketplace between the Seller and Customer. They express the obligations and the rights of the Seller and Customer and are supplemented by the Special Conditions of Sale that the Sellers stipulate in their Product Offers and on their Seller page on the Marketplace.

2.2. The Terms of Sale applicable to a Sale are those, which are in effect at the time of the validation of the Order by the Customer, and they are accessible at any time on the Site.

2.3. The Operator can modify these Terms of Sale at any time. In this case, the Operator agrees to communicate by mail to the Customer and to the Seller the new Terms of Sale at least fifteen (15) days prior to their effective date.

2.4. The Terms of Sale applicable to an Order are those, which are in effect on the day of sending the Order by the Customer to the Seller.

 

Article 3: Order processing

 

3.1. Order

3.1.1. In an Order, the Customer will specify:

  • The choice of the delivery method according to the Seller's delivery price list;
  • The quantity of the Product(s) ordered in compliance with the constraints imposed by the Seller on the Offer.

3.1.2. Once the Customer has validated the Order, the Seller has three (3) business days to accept or refuse the Order.
If there is no response during the period mentioned above, the Order will be considered to have been refused by the Seller and the Sale will not be completed.

 

3.2. Conclusion of the Sale Contract

3.2.1. Every Order will be considered in effect and validated, and will constitute a Sale after its express acceptance by the Seller within the period specified above in Article 3.1.2.

3.2.2. Based on the Seller Offer and the Customer Order the Parties agree to exchange in good faith and with full transparency all the information available to them that they consider as determining their consent to conclude the Contract.

 

3.3 Special features of the Offers upon Quotation

3.3.1. The Customer submits the Request for Quotation to the Seller who has five (5) business days to respond.

3.3.2. In the absence of the Seller's response in the period mentioned above, the Request for Quotation will be considered to have been refused by the Seller.

3.3.3. Upon receipt of the Seller's Quotation, the Customer can accept it or refuse within the period of the validity of the Quotation defined by the Seller.
Unless the Seller specifies otherwise, the Quotation is valid for ten (10) days.
The acceptance of the Quotation by the Customer results in the Quotation becoming an Order.

3.3.4. This Order will be considered in effect and validated, and will constitute a Sale after its express acceptance by the Seller within the period specified above in Article 3.1.2.

 

Article 4: Information concerning the price and payment methods

 

4.1. Price of the Products

4.1.1. The Seller choses freely the Product price specified in the Seller's Offer. The Seller is free to change the Product price at any time before the Sale in accordance with the applicable legislation.

4.1.2. The price in the Offer is in euro, without taxes and without delivery cost.

4.1.3. The price applicable to an Order is the price excluding taxes mentioned in the Offer at the time of validation of the Order by the customer, to which the applicable VAT is added in accordance with the tax legislation applicable to the Sale.
The price applicable to an Order is fixed and stable during the entire validity period of the Order.

4.1.4. The amount of delivery costs applicable to an Order depends on the choice of delivery method made by the Customer according to the options offered by the Seller.

4.1.5. The cost of delivery and the price including taxes will be posted in addition to the price of the Product, prior to the final validation of the Order by the Customer.

 

4.2 Terms of payment

4.2.1. The Customer must make payment within thirty (30) calendar days of the issue of the invoice.
The invoice is issued on the day of the Order shipment considered as an Order status transition from “shipping” to “shipped” by the Seller.

4.2.2. The payment due from the Customer for a Sale, is made by SEPA transfer to the Marketplace bank account (banking data mentioned in the invoice), held by the Payment Service Provider according to the deadline determined in Terms of Sale applicable to the Sale.
The Marketplace bank account is an independent deposit account held by the Payment Service Provider according to the European Union Directive No. 2015/2366.
The payment service is provided by Webhelp Payment Services, a payment establishment (establishment code 14378) approved by the Prudential Control and Resolution Authority (ACPR) and passported in Europe.

4.2.3. Pursuant to Article L441-6 of the French Commercial Code, any delay in payment justifies the addition of late interest equal to the refinancing rate in the European Central Bank increased by ten (10) points.

 

Article 5: Shiment, delivery and receiving

 

5.1 Shipment and documentation

5.1.1. Following the acceptance of the Order, the Seller agrees to ensure the preparation by labeling each item and enclosing all the documentation mentioned in the Offer (declaration(s) of conformity, if applicable), all the documentation required by applicable law, as well as a delivery slip.

5.1.2. A declaration of conformity must include at least the following sections:

The mention “Declaration of Conformity (NF L 00-015)” or equivalent.

  • Conformity commitment statement:
  • Seller company name and the name of the enterprise:
  • Declaration number:
  • The Order Number
  • The name, reference or type of Product;
  • The quantity, serial or lot number, and other contractual data of the supplies delivered;
  • The signing of the Declaration of Conformity, by the authorized quality manager or, alternatively, by the representative designated by the Seller, and delegated to assume responsibility for quality.

5.1.3. The packing slip should contain at least:

  • Number of the delivery form
  • Order number
  • Customer's identity and delivery address
  • Seller's identity and address
  • Shipment date
  • Name, weight and/or quantity of the goods delivered

5.1.4. The Declaration of Conformity and the Packing Slip can be one, same document, as long as the required mentions are included.

5.1.5. The Seller agrees to make available to the Customer on the Site, a digital version of the documentation provided (traceability documents, delivery slip, etc.)

 

5.2 Delivery

5.2.1. The Seller agrees to deliver to the Customer the Product according to the Product Data Sheet and the Offer, the subject of the Customer's Order.

5.2.2. The Seller determines in its Special Terms of Sale the delivery conditions applicable to each Offer.

5.2.3. The Seller complies with the delivery method and the associated deadline included by the Customer in his Order. If an Order contains several Products with different shipment dates, the Seller will arrange several different deliveries.

5.2.4. The Seller ensures the transport and delivery of the items up to the delivery site that the Customer specified in his Order. To this end, the Seller issues a transport receipt containing at least the reference to the Customer's order, as well as the number of packages.

5.2.5. The delivery of the Product(s) ordered is deemed to be made as soon as the Transport Receipt is signed by the Customer, in the presence of the carrier, following a summary check, which the Customer performs at his expense and at his responsibility. If necessary, the Customer can make a clear, precise, meaningful and justified reservation on the Transport Receipt.

 

5.3 Transport, customs and insurance

5.3.1. All transport, customs insurance and handling operations are at the expense, risks and hazards of the Seller.

5.4. Product acceptance

5.4.1. The Customer must, within thirty (30) calendar days following the Product delivery, verify said Products. The Customer must then confirm Receipt of his order on the Site.
Otherwise, the payment for the Sale automatically triggers Receipt and the change of the status Order to “Received”.

5.4.2. The reservations of the Customer during Receipt are communicated to the Seller by the opening of an Incident on the Marketplace.

 

Article 6: Transfer of risks and property

6.1. The Seller ensures the transport and delivery of the Products at his own risk. The transfer of the risks associated with the Product, from the Seller to the Customer takes place at the time of the delivery of said Products, defined as physically taking possession of the Products ordered by the Customer.

6.2. The Seller is responsible for all the transport, insurance, customs, handling operations, which are performed at its own risk.

 

Article 7: Incident and claim

7.1. Within sixty (60) days following delivery, the Customer has the option of lodging a complaint or opening an Incident in connection with the Product(s) delivered on the Site, from his Customer area using the dedicated button of through the Iven Messaging System. The Seller is then notified and should provide a response to the Customer's claim as soon as possible.

7.2. In case of an Incident, the Customer and the Seller attempt to resolve the Incident facing them by making their best efforts to resolve it amicably.

7.3. If the Customer's claim is justified, the Seller arranges to return the Product and/or issues a credit note on the invoice concerned.

7.4. If the Customer and the Seller are not able to resolve the Incident amicably, after fifteen (15) days the Operator reserves the right to play role of a mediator in order to put an end to the Incident.

 

Article 8: Warranty

8.1. The Sellers agree to respect the legal warranty associated with their Product.

8.2. Each Seller provides a contractual warranty for their products in their Special Terms of Sale.

 

Article 9: Force majeure

9.1. The Seller shall not be responsible for being at fault if the fulfillment of any one of his obligations under the Order is partially or wholly delayed or prevented by an event of Force Majeure.

9.2. The occurrence of an event of Force Majeure will automatically suspend the execution of the obligations arising from the acceptance of the Order and the dates thereof will be postponed for the period necessary to overcome the effects of this event, and in any event for a period at least equivalent to the duration of this event.

9.3. If the fulfillment of any obligation of the Seller under the Order is delayed in whole or in part due to an event of Force Majeure for a period exceeding one (1) month, each Party can request the resolution of the Order, in whole or in part pursuant to Article 13 of these Terms of Sale; the Parties will then jointly establish a liquidation statement. The disagreement between the Parties will then be considered as a dispute which will be settled pursuant to the provisions of Article 7 and Article 14.

 

Article 10: Export regulations

10.1. The Parties must comply with all export control laws and regulations so that the supply of the Product(s) does not contravene these laws and regulations.

10.2. Sales of military or similar materials, subject to one or more international export control regulations of the war materials or military goods or associated with defense (specifically, French legislation no. 2011-702 of June 22, 2011 or else the ITAR regulation (“International Traffic in Arms Regulation”) are not authorized on the Marketplace.

10.3. In the event that all or part of the subject of an Order is subject to French or foreign export control regulations, the following provisions apply:

  • The Seller agrees not to sell to any third party, without a prior written consent of the competent authority (French or foreign government), the Product(s) Ordered (including an after sale service, as well as the documentation, data, rules of use and information of all kinds related to the Order), if such an agreement is required under one of these laws and regulations.
  • If the End User Certificate is required by one of these laws and regulations, the Seller agrees to request it from the Customer who agrees to sign it and transmit to the Seller. This requirement constitutes a condition of the Order validity.

 

Article 11: Personal Data

11.1. The Seller and the Customer agree to respect the Applicable Legislation concerning the Data Protection, applicable to the Sale.

11.2. The procedures for the Seller's personal data processing are specified in these Special Terms of Sale.

 

Article 12: Responsibility

12.1. The Seller assumes full responsibility for the Products and Offers that he places for sale through the Marketplace and will handle complaints relating to its Products by itself.

12.2. The responsibility of the Parties will be limited to direct material damages which result from a fault directly attributable to the Party that was at fault in the execution of the Sale.
The liability of the Parties is capped at the sale price of the Order to which the defective Product belongs or to which the fault of the faulty Party is linked, except for gross negligence of the faulty Party or the existence of bodily damage.

 

Article 13: Termination


13.1. The Customer can terminate the Sale if the Seller is at fault and in the absence of response for 15 days following the opening of the incident on the Marketplace.

13.2. In case of a Force Majeure event, the Parties can terminate the Sale pursuant to Article 9.3 of these Terms of Sale.

 

Article 14: Incident, dispute and applicable law

14.1. The sales subject to these Terms of Sale are subject to French law.

14.2. The Orders placed on the Marketplace are subject to these Terms of Sale and French law.
 Incidents, disputes, controversies or complaints occurring during or in relation with these Terms of Sale shall be subject to an attempt of mediation through the Iven Messaging System and to the mediation in accordance with the mediation rules of the Centre de Médiation et d’Arbitrage de Paris (CMAP) (Paris Mediation and Arbitration Center) to which the parties agree to adhere in case of failure. If the mediation process does not allow the Parties to reach an agreement, achieve any results within a period not exceeding three (3) months (unless extended by common agreement of the Parties) from the date of occurrence, the dispute, disagreement or complaint shall be brought before the Paris Commercial Court.