Terms and conditions of sale

Clause 1: Purpose

The general terms and conditions of sale described below detail the rights and obligations of MEANWHILE SAS and its customer in connection with the sale of the services and goods, whether integrated or not, described in the offer to which this document is attached.

Any service provided by MEANWHILE SAS therefore implies the Buyer’s unreserved acceptance of these terms and conditions of sale.

Clause 2: Price

The prices stipulated in this offer are those in force on the day the order is placed. They are denominated in euros and calculated exclusive of tax. Consequently, they will be increased by the VAT rate and transport and travel costs applicable on the day the order is placed (unless otherwise stated in the offer).

MEANWHILE SAS reserves the right to modify its prices at any time, provided that the offer remains valid for at least 30 days (unless otherwise stated in the offer). However, it undertakes to invoice the goods ordered at the prices indicated when the order is registered.

Once the order has been registered, no additional charges will be applied. Any additional element to the order will be the subject of a quotation and may or may not be accepted by the customer in order to create an amendment to the contract.

Clause 3: Discounts and rebates

The prices quoted include any discounts and rebates that MEANWHILE SAS may grant on the basis of its results or the assumption by the Buyer of certain services.

Clause 4: Discount

No discount will be granted for early payment.

Clause 5: Terms of payment

Payment for orders must be made :

  • Or by cheque
  • Or by bank transfer

On registration of the order, the Buyer must pay a deposit of 25% of the total invoice amount (unless otherwise stated in the offer), with the balance to be paid on receipt of the goods (unless otherwise stated in the offer).

Clause 6: Late payment

In the event of total or partial non-payment for services or goods (whether integrated or not) delivered on the date of acceptance, the Buyer shall pay MEANWHILE SAS a late payment penalty equal to three times the legal interest rate.

The legal interest rate is that in force on the day of delivery of the services or goods (whether integrated or not).

As of January 1, 2015, the legal interest rate will be revised every 6 months (Ordinance n°2014-947 of August 20, 2014).

This penalty is calculated on the amount due, inclusive of tax, and runs from the due date of the price, without the need for prior formal notice. In addition to late payment penalties, any sum, including the deposit, not paid by the due date will automatically give rise to the payment of a fixed penalty of 500 euros due for collection costs.

Articles 441-6, I paragraph 12 and D. 441-5 of the French Commercial Code.

Clause 7: Resolutory clause

If the Buyer has not paid the outstanding sums due within fifteen days of the implementation of the “Late payment” clause, the sale will be automatically cancelled and the Buyer may be entitled to claim damages from MEANWHILE SAS.

Clause 8: Retention of title clause

MEANWHILE SAS retains ownership of the goods sold until validation of the production approval report. MEANWHILE SAS reserves the right to claim unpaid goods sold in the event of the Buyer’s receivership or liquidation.

Notwithstanding the application of this clause, the transfer of risk takes place upon delivery (see Clause n°9).

Clause 9: Delivery

Products purchased by the Buyer are delivered to the address indicated on the MEANWHILE SAS offer or quotation. Deliveries will be made in accordance with INCOTERM 2020 : DDP. The moment of transfer of risk from MEANWHILE SAS to the Buyer is defined by the designated INCOTERM.

The delivery time indicated when the order is placed is given as an indication only and is in no way guaranteed.

Consequently, any reasonable delay – of a maximum of 30 days – in the delivery of products shall not give rise to :

  • Awarding damages;
  • Order cancellation.

In the event of missing or damaged goods in transit, the Buyer must make all necessary reservations on the order form upon receipt of said goods. These reservations may also be modified or supplemented by return e-mail with acknowledgement of receipt, until the Provisional Acceptance Report has been signed.

Clause 10: Intellectual property

All intellectual property rights and know-how incorporated in the documents transmitted, the products delivered and the services provided remain the exclusive property of MEANWHILE SAS.

Any transfer of intellectual property rights or know-how must be the subject of an agreement with MEANWHILE SAS.

MEANWHILE SAS reserves the right to use its know-how and the results of its own research and development work.

Clause 11: Confidentiality

The parties mutually undertake a general obligation of confidentiality concerning all oral or written information, whatever it may be and whatever the medium (discussion reports, plans, exchanges of computerized data, activities, installations, projects, know-how, products, etc.) exchanged within the framework of the preparation and execution of the contract, except for information which is generally known to the public or which may become so through no fault of the Customer.

Consequently, the parties undertake to :

  • to keep all confidential information strictly secret, and in particular never to disclose or communicate, in any way whatsoever, directly or indirectly, all or part of the confidential information, to anyone whatsoever, without the prior written authorization of the other party;
  • not to use all or part of the confidential information for any purpose or activity other than the performance of the contract;
  • not to copy or imitate all or part of the confidential information.

The Customer undertakes to take all necessary measures to ensure compliance with this obligation of confidentiality, throughout the duration of the contract and even after its expiry, and undertakes to ensure that all its employees comply with this obligation. This obligation is an obligation of result.

Clause 12: Force majeure

MEANWHILE SAS may not be held liable if the non-performance or delay in performance of any of its obligations under these terms and conditions is due to force majeure. Force majeure is defined as any external, unforeseeable and irresistible event within the meaning of article 1218 of the French Civil Code.

Clause 13: Jurisdiction

Any dispute relating to the interpretation and execution of these terms and conditions of sale shall be governed by French law.

Failing amicable resolution, the dispute will be brought before the competent court in the Buyer’s country.

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