Terms of sale

Article 1: General principles

1. These General Terms and Conditions of Sale (GTCS) govern the commercial relationship between the parties for any assignment or development entrusted to Jura Physica by the Client.
2. The GTCS constitute the basis for commercial negotiations in accordance with Article L. 441-6 of the French Commercial Code. The Client’s general terms may be considered only subject to mutual acceptance. The fact that Jura Physica does not invoke, at any given time, all or part of the clauses contained in these GTCS cannot be interpreted as a waiver of the right to invoke them later.
3. By accepting the GTCS, the Client acknowledges that they have received the necessary advice and information to ensure that Jura Physica’s offer meets their needs. They also declare that they are legally able to contract with Jura Physica under French law, or validly represent the individual or legal entity on whose behalf they act. If the Client refuses to accept the GTCS, the commercial offer becomes void and no deliverables are due.

Article 2: Prices

1. Prices for products and services offered to the Client are indicated in a quote prepared specifically for them, according to their request. Prices are quoted in euros excluding VAT, with the total also shown including VAT.
2. The VAT rate applied is that in effect on the date the quote is issued. Any taxes, duties, fees, or other charges payable under French, European, or importing/transit country regulations are the responsibility of the Client.
3. Prices indicated on the quote are valid only within the document’s stated validity period.
4. Jura Physica reserves the right to modify its prices at any time before the contract is signed by the Client; the price indicated in the latest version of the contract offered to the Client remains the only applicable price until the offer’s expiration date.
5. Equipment purchased by Jura Physica and delivered to the Client, or rented by Jura Physica to a third party as part of the assignment, may be invoiced to the Client as stated in the quote or after consultation and written approval.

Article 3: Payment terms

1. If the commercial offer specifies a deposit is required, the Client is informed that the assignment cannot start until the first payment is received. A deposit invoice may be provided by Jura Physica upon the Client’s request.
2. The Client must comply with the payment instructions and terms indicated on Jura Physica’s quotes and invoices, including deadlines and accepted payment methods. The Client confirms they are legally entitled to use the chosen payment methods.
3. Delivery of the deliverables, their approval by the Client, and issuance of an invoice by Jura Physica corresponding to the quote constitutes the completion of the assignment and triggers the payment deadline.
4. For assignments lasting more than one month, invoicing may occur at the end of each month, prorated according to work completed during that month, unless otherwise specified in the quote, including in the case of deposits or milestones.

Article 4: Orders

1. The Client’s signature on a Jura Physica quote constitutes placement of the corresponding order. The Client must carefully review the quote before acceptance and signature. Alternatively, the Client may submit a purchase order referencing the exact quote number and date. The content of the quoted document takes precedence over the purchase order. Verbal acceptance not confirmed in writing does not constitute acceptance of the offer and does not allow the assignment to begin.
2. All orders are firm and final. All provided data and the Client’s written acceptance of the offer will serve as proof of the transaction. However, each order is subject to Jura Physica’s acceptance, which reserves the right to refuse orders from a Client with whom there are disputes despite a commercial offer. Jura Physica will inform the Client within 48 hours of receiving the signed quote.

Article 5: Specific contractual documents

1. For orders including a study phase, the Client must provide Jura Physica with a clear expression of needs, in the form of a specification document or any other document detailing the assignment’s requirements.
2. The Client, where applicable, will be responsible for validating the specifications prepared by Jura Physica.

Article 6: Obligations

1. Jura Physica undertakes to execute the assignment agreed upon at the time of the order in accordance with the execution and completion terms described in contractual documents.
2. The Client must provide all information necessary for successful completion of the assignment. Jura Physica cannot be held responsible if the Client provides incorrect or incomplete information. The Client must pay or reimburse any expenses resulting from their failure to provide information.
3. For assignments on a time-and-materials basis, Jura Physica has an obligation of means but no obligation of result. Time-and-materials assignments involve a maximum of 8 hours of work per day unless otherwise stated in the quote. The Client must ensure necessary arrangements for the assignment and notify Jura Physica if equipment must be provided externally.
4. The Client must provide the necessary resources for the assignment, including pre-defined equipment and human resources. If Jura Physica deems that the Client fails to provide these resources, and the Client does not remedy this within 30 days after written notice, the assignment is considered complete, and the Client must pay for work already performed.

Article 7: Deadlines

1. No deadlines are stipulated in these GTCS for assignment execution or delivery of deliverables.
2. Any contractual commitment regarding deadlines will be specified in the commercial offer. In such cases, issuing the offer constitutes a binding commitment by Jura Physica, with any special conditions stated in the quote.
3. Delays caused by the Client cannot be attributed to Jura Physica, which may charge the Client for costs incurred due to the delay.

Article 8: Force majeure

Jura Physica cannot be held liable for failure or delay in fulfilling obligations due to force majeure, defined as any event beyond the debtor’s control, unforeseeable at contract signing, and unavoidable by appropriate measures (Article 1218 of the Civil Code). Jura Physica will notify the Client as soon as possible.

Article 9: Withdrawal

1. In accordance with legal provisions excluding the right of withdrawal for goods “manufactured according to consumer specifications or clearly personalized” (Article L. 221-28 of the Consumer Code), all orders accepted by Jura Physica are irrevocable. The Client cannot cancel the order or request a refund. The Client may notify Jura Physica in writing of a desire to withdraw, after which Jura Physica will evaluate the request. Payments already made may be retained in full or in part, especially if work has begun or expenses incurred.
2. If Jura Physica cancels the order, the Client’s deposit will be refunded proportionally for work not yet completed or equipment not delivered.

Article 10: Modifications

If either party wishes to modify the contract, they must notify the other party promptly. Jura Physica will assess the feasibility of incorporating the changes. If accepted, a new quote or addendum will be issued, detailing impacts on the original contract, including price adjustments. Once accepted, the previous contract is void, and invoices/payments correspond to the new contract version.

Article 11: Termination

1. In case of a major breach of contract obligations not remedied within 30 days of notification by registered letter, the other party may terminate the contract without prejudice to any damages. Work performed and expenses incurred by Jura Physica will be payable. Amicable agreement automatically terminates the contract.
2. In the event of judicial proceedings, bankruptcy, or similar, the contract terminates automatically without notice, and work performed and expenses incurred by Jura Physica remain payable.

Article 12: Deliverables

1. Deliverables, as initially agreed, may be physical goods, digital items, or a combination. Only contractual deliverables specified in the commercial offer or equivalent contractual document are due.
2. Jura Physica will provide deliverables according to professional standards. The Client is responsible for compliance, including CE marking, and proper professional use. Compliance may involve additional services, offered upon request.

Article 13: Delivery

1. Delivery may occur digitally, directly to the Client at a specified location, or via a transport service, with costs borne by the Client.
2. Transport risks are entirely borne by the Client. Risk transfers upon handing over to the carrier. Missing or damaged goods must be noted on the delivery receipt and reported in writing to Jura Physica within 5 business days.

Article 14: Complaints

Clients may submit complaints in writing. Jura Physica will respond promptly and attempt a satisfactory resolution. Filing a complaint does not alter the Client’s payment obligations.

Article 15: Late payment and default

Payments after the due date incur late penalties at the European Central Bank’s latest refinancing rate plus 10%, a fixed recovery fee of €40, and any associated costs. Penalties are due immediately without notice.

Article 16: Retention of title

1. If the Client provides equipment to Jura Physica, the Client is responsible for tracking and lending terms.
2. Jura Physica retains ownership of sold goods until full payment, including fees and taxes. In case of legal proceedings against the Client, Jura Physica may reclaim unpaid goods.

Article 17: Intellectual property

No intellectual property rights are transferred under these GTCS. Rights transfer may occur via contract and only upon full payment of the assignment and any rights purchase price.

Article 18: Confidentiality

1. Absent a specific confidentiality agreement, materials provided to Jura Physica are confidential. They may not be shared or sold without written consent.
2. Jura Physica’s liability is limited if information is intercepted despite best practices.

Article 19: Personal data

The Client has the right to query, access, modify, oppose, and correct personal data collected and used by Jura Physica for transactions.

Article 20: Archiving

Jura Physica’s electronic records are considered proof of communications, orders, and transactions.

Article 21: Applicable law

These GTCS and all related operations are governed by French law. Parties will seek amicable resolution before litigation. If impossible, the Commercial Court of Évry has exclusive jurisdiction.