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General Terms of Sale

(as of 23/06/2022)

Preamble

MANUMESURE provides metrological verification, maintenance and management of fleets of test and measurement instruments in its laboratories or on Customer Sites. MANUMESURE also performs regulatory testing.

The present General Terms of Sale determine the contractual conditions applicable to relations between MANUMESURE and the Customer. By making use of MANUMESURE's services, the Customer confirms its full and unreserved acceptance of the General Terms of Sale. The Customer hereby waives any right to invoke any other document, and particularly its own General Terms of Purchase, which are void with regard to MANUMESURE.


1- Definitions

Specifications: refers to the detailed description of all the Services concerned by this contract, the levels of quality and the commitments, while listing the data required to provide the Service.

Customer: refers to any person, whether representing a corporation or not, acting for purposes within the scope of their professional activity, who makes use of the Services proposed by MANUMESURE.

General Terms of Sale: refers to the present terms and conditions of service applicable to relations between MANUMESURE and the Customer.

Specific Conditions : refers to the Specific Conditions agreed between MANUMESURE and the Customer with the purpose of completing the present General Terms of Sale, specifying in particular the nature of the Services provided to the Customer, their pricing and the conditions of their execution. The Specific Conditions take the form of a commercial offer drawn up by MANUMESURE and taking the Customer's requirements into consideration, accepted and signed by the Customer.

Contract: refers to the present agreement between MANUMESURE and its Customer, along with the riders and appendices and the Commercial Offer accepted by the Customer.

Quotation or Commercial Offer: refers to a written description of the Service provided by MANUMESURE and the Price of the Service.

Customer Equipment: refers to the Customer's test equipment and/or measuring instruments which are the subject of the Services agreed between the parties.

Service: refers to the tasks performed by MANUMESURE which are the object of the Contract.

Customer Site: refers to the sites and headquarters mentioned in the Contract and to any other place about which the Parties have agreed in writing that it would constitute a Customer Site under the terms of the present Contract.

 

2- Inception of the Contract

When a Commercial Offer is drawn up by MANUMESURE, it constitutes the Specific Conditions modifying or completing the present General Terms of Sales. In the event of an order placed by the Customer, the order shall only be deemed to be accepted after written acceptance by MANUMESURE. It is this acceptance which shall constitute the Specific Conditions and the start of the Contract. The Specific Conditions prevail over the General Terms of Sale.

The duration of the Contract is specified in the Commercial Offer. When it is not specified in the Commercial Offer, the duration of the Contract is one (1) year. After the initial term, the Contract shall be renewed tacitly for successive one (1) year periods.

 

3- The Services

3.1 - Metrology

MANUMESURE performs metrological verification and calibration of measuring instruments of all quantities on the Customer site or in its laboratories, with or without COFRAC accreditation.

Any measurement verifications or tests are the subject of a feasibility study before a Commercial Offer is made.

 

3.2 – Environment

MANUMESURE provides regulatory testing in the environmental field (analysis of air, water, noise, atmospheric pollutant emissions, etc.), life safety (electrical inspections, etc.) and risk prevention (thermography, etc.).

 

3.3 – Other Services

MANUMESURE also provides the additional Services listed below:

- Equipment repairs;

- Production of chemical solutions;

- Chemical analyses;

- Consulting/audit.

 

3.4 - Ordering

3.4.1 – Customer requirement – specifications

The Customer is responsible for identifying and precisely defining its requirements before making use of the Services proposed by MANUMESURE.
In certain cases, the Customer must draw up Specifications in advance, containing all the information needed by MANUMESURE to draw up a Commercial Offer.
Provision of the Services may require a prior feasibility study. The contents and conditions of execution of this study are defined in the Specific Conditions, on the basis of the Specifications drawn up by the Customer.

 

3.4.2 – Commercial Offer

When a Commercial Offer is drawn up by MANUMESURE, it constitutes the Specific Conditions which modify or complete the present General Terms of Sale. In the event of an order, it shall only be considered definitively accepted after written confirmation from MANUMESURE. It is this acceptance which shall constitute the Specific Conditions which will prevail over the General Terms of Sale.

 

3.4.3 - Validation of the Contract

The Contract between MANUMESURE and the Customer is validly concluded by the acceptance of the Specific Conditions and the Commercial Offer.
The conditions, and particularly financial conditions, figuring in the Commercial Offer issued by MANUMESURE are valid for two (2) months from the date when the Commercial Offer issued. The Customer can indicate its acceptance of the Commercial Offer by any means allowing acknowledgement of receipt.
Agreement of the Specific Conditions implies acceptance of the General Terms of Sale by the Customer.
MANUMESURE reserves the right to refuse any subsequent modification of a Contract agreed between the Parties. In any case, any subsequent modification of the terms agreed between the Parties shall be the subject of a new order by the Customer or a new Commercial Offer sent to the Customer by MANUMESURE.

 

3.4.4 – Cancellation by MANUMESURE

MANUMESURE reserves the possibility of refusing to execute or continue execution of Services in the following cases:

- MANUMESURE or its representatives cannot access the Customer's equipment in satisfactory safety conditions;

- The equipment on which MANUMESURE must perform the Services is affected by a structural defect, disrepair or an obstruction such that the Services cannot be performed or completed;

- New constraints or restrictions are causing difficulties which do not fall within the scope of MANUMESURE's skills or facilities or which are liable to be detrimental to its representatives or its equipment.

In such cases, MANUMESURE reserves the right to bill the Customer for the time spent and the resources implemented until the date of interruption of the Services.

 

3.5 – Conditions for execution of the Services

MANUMESURE may execute the Services on the Customer's Equipment on its own premises or on the Customer's site.

 

3.5.1 - Transport

The transfer of the risks linked to return transport  of the Customer's Equipment shall therefore take effect either when the Equipment is handed over to the Customer, if transport is provided by MANUMESURE, or when the Equipment is handed over to the carrier, if transport is provided directly or indirectly by the Customer.
If the Services are executed on MANUMESURE's premises, MANUMESURE proposes pick-up, transport and delivery Services for the equipment concerned.
These Services are performed either directly by MANUMESURE or by carriers selected and assessed by MANUMESURE.
If the Customer wishes to handle transport of the Customer's Equipment itself or to use the services of a carrier other than MANUMESURE or other than a carrier chosen by MANUMESURE, it shall have sole liability for all the related risks.

 

3.5.2 – Execution on the Customer's premises

In the event of execution of the Services on the Customer's premises or on one of the Customer's sites (in situ), the Customer guarantees that MANUMESURE shall benefit from the following:

- Access to the Customer's infrastructure for MANUMESURE and its representatives, including the right to enter and circulate, in the same conditions as those applicable to the Customer's representatives;

- The right to occupy free-of-charge the Customer's premises or infrastructure and to benefit, again free-of-charge, from water and electricity as necessary for execution of the Services;

- Purchase by the Customer of the necessary insurance to cover any damage liable to affect MANUMESURE's representatives, equipment or other property;

- Protection of MANUMESURE's representatives and equipment in accordance with the applicable regulations and the best standards in the industry concerned;

- Prohibition of use of or access to MANUMESURE's equipment by the Customer's representatives without prior approval by MANUMESURE ;

- Application of all the regulations in force within the Customer's premises or infrastructure;

- Provision of ancillary rooms (changing rooms, washrooms, etc.).

 

3.5.3 - Calendar

The execution lead times for the Services are specified in the Specific Conditions. These lead times are indicative average lead times and run from the date of agreement of the Specific Conditions.
MANUMESURE undertakes to do its utmost to respect the lead times communicated to the Customer and shall inform the Customer as soon as possible of any delay liable to affect execution of the Services.
In any case, MANUMESURE shall not be deemed liable if the delay is the result of a case of force majeure, the Customer's actions or a third party's actions.

 

3.5.4 – Subcontracting

MANUMESURE may make use of subcontractors which it has selected and assessed for the execution of all or part of the Services in the conditions stipulated by French Law no. 75-1334 of 31st December 1975 concerning subcontracting.
If this is the case, MANUMESURE remains liable with regard to the Customer in the context of execution of the subcontracted Services.

 

3.5.5 – Acceptance of the Service

Acceptance of the Services takes place when they have been completed and is materialized by:

- A delivery slip signed by the Customer when MANUMESURE handles return transport of the Customer's Equipment to the Customer's site; or,

- A Customer or carrier hand-over form signed by the Customer or the carrier chosen by the Customer when transport of the Customer's Equipment is handled by the Customer; or,

- An on-site operation completion form when the Services are provided directly on the Customer's Site.

 

Acceptance releases MANUMESURE from all its contractual obligations, without prejudice to the contractual warranty described in Article 5.1.

 

3.5.6 – Archiving of calibration documents

The Customer may ask MANUMESURE for a copy of the calibration documents for a period of one(1) year, starting on the Service end date, unless specific regulations are applied.

 

4- Obligation for the Customer

The Customer is responsible for identifying and precisely defining its requirements, as stipulated in Article 3.4.1.
The Customer undertakes to give MANUMESURE all the assistance necessary for execution of the Services. In particular, the Customer shall make available to MANUMESURE, as quickly as possible, any information which may contribute to correct execution of the Services or which may reasonably be requested by MANUMESURE.
The Customer also undertakes to guarantee access to the site of the operation for MANUMESURE, when the Services are provided on the Customer's site, on the date agreed between the parties.

In addition, the Customer undertakes to:

- Use its equipment in conditions compliant with the planned use and performance, the explicit recommendations made by MANUMESURE and the manufacturer, and the legal and regulatory obligations;

- Ensure cleaning, maintenance and storage of the Customer's Equipment in accordance with the recommendations made by MANUMESURE and the manufacturer, and the practices and standards in force in the sector concerned;

- Immediately inform MANUMESURE in the event of any dysfunction or defect affecting the Customer's Equipment or any alleged non-conformity in a Service and, if such is the case, refrain from taking any action itself on the Customer's Equipment, particularly any attempt to repair or rectify the dysfunction, defect or non-conformity, without the express prior written agreement of MANUMESURE;

- When relevant, ensure compliance with the above obligations by any representative of the Customer or any third party liable to use the Customer's Equipment.

MANUMESURE shall not be held liable for any prejudice or damage resulting from the failure of the Customer, a third party or their representatives to comply with the foregoing.

 

5- Warranty

5.1 – Contractual warranty

The repairs performed by MANUMESURE in the context of the Services are guaranteed for a period of six months.
If there is no response to the Commercial Offer, the Customer shall be deemed responsible for recovering at its own expense any equipment which it may have entrusted to MANUMESURE, within a period of two months following the receipt of a registered letter of formal notice.
Once this period has expired, the Customer authorizes MANUMESURE to scrap the equipment entrusted to it and renounces any claim for compensation against MANUMESURE regarding destruction of the aforementioned equipment. The equipment will be destroyed after a period of twelve months starting on the date of dispatch of the registered letter of formal notice.

 

5.2 - Accreditation

MANUMESURE is accredited by COFRAC* (Comité Français d’Accréditation – French Accreditation Committee) in the fields of calibration, testing and production. This accreditation certifies the competence and impartiality of its expertise.
MANUMESURE's twelve technical centres benefit from ISO 9001 (quality management) and ISO 14001 (environmental management) certification.
The MANUMESURE sites in Reux and Lyon benefit from MASE certification and are authorized to handle safety, health and environmental management on high-risk industrial sites.

 

6- Financial conditions

6.1 - Price

Unless stipulated otherwise in the offer or on the acknowledgement of receipt, the prices are indicated ex-VAT; their nature (firm or revisable) and the amounts are specified in the Specific Conditions. Unless stipulated otherwise, the prices are payable 30 days after the invoice date.
The amount of any current or future duties and taxes linked to the sale shall be added to the price and shall be paid by the purchaser, unless the latter can supply our Company with exoneration certificates in due form.
MANUMESURE reserves the right to receive down-payments for any order which has been the subject of a Commercial Offer accepted beforehand. The amount of the down-payment shall be specified in the Commercial Offer.

 

6.2 - Payment

The payments for the Services are made net and without discount to MANUMESURE. They are understood to be due immediately upon receipt of the invoice.

 

6.3 – Failure to pay

Failure to pay any of the instalments will cause an event of default and the other instalments shall become payable immediately, even if they have given rise to drafts, without any prior procedure or formal notice. The occurrence of the payment deadline shall be considered in itself to constitute formal notice in the sense of Article 1344 of the French Civil Code. In the event of non-payment or a delay in payment on the due date, the Customer shall be liable, on the day following the due date, as a penal clause and in application ipso jure of Article L 441-6 of the French commercial code, for:

- A late payment penalty calculated by applying an interest rate equal to three times the legal interest rate applicable on the due date to all the sums remaining due;

- A lump-sum payment of 40 euros to compensate for the costs of recovery.

 

6.4 - Disputes

In the event of disagreement concerning the amount invoiced, the Customer benefits from a period of thirty (30) days from the invoice date to inform MANUMESURE of its disagreement, enclosing all the corresponding supporting documents. Otherwise, the invoice is deemed to be accepted irrevocably by the Customer.
In the event of a dispute, the Customer undertakes to pay to MANUMESURE any undisputed amounts. MANUMESURE informs the Customer of any further action which it wishes to take in the context of this dispute.
Rejection of the dispute by MANUMESURE causes the sums due to it to become payable immediately.
In the event of recovery by legal means, a payment based on a penalty clause set at 10 % of the unpaid sums may be applied to the total amount of all sums due and unpaid in accordance with Article 1231 of the French Civil Code.

 

7- Termination 

7.1 – For convenience

The Contract may be terminated by either Party, by registered letter with acknowledgement of receipt, subject to compliance with a period of three (3) months' notice minimum before the anniversary date of the Contract.

 

7.2 – For breach

In the event of a failure by one of the Parties to fulfil one of its obligations in the context of this Contract, the other Party may terminate the Contract ipso jure if the defaulting Party does not rectify this failure within thirty (30) days, after dispatch of formal notice by registered letter with acknowledgement of receipt addressed to the other Party.

 

8- Confidentiality

Throughout the duration of the Contract and for a period of three (3) years following its expiry or termination, the Parties shall keep confidential the terms of the present contract and any written or oral information not in the public domain concerning the Services and/or Parties themselves (hereinafter referred to as "Confidential Information").
Unless it has received prior written authorization from the other Party, each of the Parties undertakes not to disclose any information of this type to any third party whatsoever and not to use the information for purposes other than execution of the Contract. However, the Parties are authorized to disclose Confidential Information (i) if ordered to do so by a court or administrative authority, (ii) at the request or demand of a duly authorized agency or regulatory authority, or by virtue of any regulations stipulated by the latter, (iii) to a Party's independent auditors, (iv) to the subcontractors of one of the Parties for execution of the Contract, and (v) to any assignee by virtue of the present Contract, as long as the aforementioned assignee undertakes in writing to be bound by the stipulations of the present article.

 

9- Intellectual property

Unless they are the subject of a sales contract, the studies and documents of any nature handed over or transmitted by us remain our property and must be returned at our request. Whatever the case, they cannot be communicated or executed without our written authorization.

 

10- Liability

MANUMESURE shall not be held liable in the event of incorrect identification or presentation by the Customer of its requirements or its constraints, or in the event of incomplete or erroneous information supplied by the Customer to MANUMESURE.
MANUMESURE shall only be deemed liable with regard to the Customer in the event of default or proven negligence by MANUMESURE and its liability is limited to the direct harms, to the exclusion of any indirect harm of any nature whatsoever, including in particular damage to the Customer's property, loss of profits or operating time, loss of business and requests or claims from third parties.

MANUMESURE's liability is excluded:

- In the event of direct or indirect harm to property or people suffered by the Customer or a third party and resulting from non-compliance with the obligations stipulated in Article 4, whether the harm is due to the Customer or to a third party;

- For defects involving the Customer's Equipment or materials or elements supplied by or belonging to the Customer;

- For defects resulting wholly or partly from normal wear or the Customer's Equipment or damage or accidents which are the responsibility of the Customer or a third party.

 

Whatever the case, the liability of MANUMESURE is limited to the amount ex-VAT paid by the Customer for the Services under consideration.

 

11- Insurance

Each Party declares that it holds an insurance policy from a reputably solvent insurance company, covering its professional civil liability and in particular any damage which its Equipment may suffer, as well as any damage which its Equipment or which the staff and subcontractors might cause to any person, to the other Party's premises or to neighbouring Equipment.
In particular, the insurance must cover any damage (i) which its Equipment might suffer and (ii) which its staff or subcontractors might cause to any person or neighbouring Equipment.
Each Party must be capable of presenting, at the other Party's request, an attestation dated and signed by its insurer proving that the insurance policy has been purchased. This attestation shall specify the amount and scope of the guarantee, as well as the period of validity of the insurance policy purchased.

 

12- Force majeure

Force Majeure is understood as referring to any unforeseeable irresistible external event in the sense of Article 1218 of the French Civil Code and the case law preventing one of the Parties from executing the obligations for which it is responsible in the context of the Contract. The Parties shall deem to be cases of Force Majeure: strikes or industrial action affecting one of the Parties, a supplier or a national operator in France or abroad, fires, floods or other natural disasters, default of a supplier or the modification of any regulation applicable to the Contract. An electrical power cut on the Customer Site is considered to be a case of Force Majeure.
Any Party affected by a case of Force Majeure shall notify the other Party within ten (10) days following the occurrence of the case of Force Majeure.
When non-execution of a Party's obligation is due to a case of Force Majeure, this Party is exonerated from liability.
The deadlines for execution of the obligations of each of the Parties in the context of the Contract shall be extended according to the duration of the events constituting Force Majeure, and their execution must be resumed as soon as the events preventing execution have terminated.
If execution of the obligations becomes impossible for a period of more than fifteen (15) days following the notification, the Parties shall consult with the aim of reaching a satisfactory solution. If no agreement is reach within fifteen (15) days following expiry of the initial period of fifteen (15) days, the Parties shall be free to terminate the Contract without compensation.

 

13- Miscellaneous provisions

13.1 – Assignment – Transfer of the Contract

Assignment or transfer of the Contract by one of the Parties is subject to prior written approval from the other Party.

 

13.2 – Entirety of the Contract – modification

The Contract constitutes the entire agreement between the Parties and prevails over any other discussions, negotiations, proposals and prior agreements between the Parties concerning the object of the present clauses.
The Contract can only be modified by a written rider to the present clauses signed by both Parties.

 

13.3 - Waiver

The failure of one of the Parties to assert its rights in the context of the Contract shall not be considered subsequently to constitute a waiver of its rights in the context of the Contract.

 

13.4 – Notice and notification

Unless indicated to the contrary in the Contract, the stipulated notices and notifications shall be sent to their recipient by registered letter with acknowledgement of receipt.

 

13.5 - Independence of Parties

No provision stipulated in the Contract shall be considered to create an agency relationship, a partnership, a company agreement or joint venture between the Parties or their respective affiliated companies, employees, managers or administrators.

 

13.6 - Severability

If a provision of the Contract is judged to be illegal or void by any court, administrative authority, arbitration tribunal or government entity, all the other provisions stipulated by the Contract shall remain in full force and effect. The Parties undertake to collaborate in good faith to replace the void or illegal provision as soon as possible with a new provision giving a lawful result as close as possible to the result sought by the provision declared void.

 

13.7 – Business reference

The Customer authorizes MANUMESURE to mention its name in a list of references which it may distribute to prospective customers. Any other communication in any form whatsoever, whatever the reason for it, shall be subject to prior written approval from the Customer.
The Customer authorizes MANUMESURE to send it periodic information, advertising, sales offers and invitations to events by any telecommunication process or by post.

 

13.8 - Disputes –applicable law

The Contract is governed by French law.
In the event of a dispute between the Parties, and if there is no amicable settlement within a period of thirty (30) days, the Parties may bring the dispute before the competent court for resolution.

 

ANY DISPUTE CONCERNING THE EXISTENCE, VALIDITY, INTERPRETATION, EXECUTION AND/OR TERMINATION OF THE CONTRACT SHALL BE BROUGHT BEFORE THE TRIBUNAL DE COMMERCE DE PARIS (PARIS BUSINESS COURT). THIS ASSIGNMENT OF JURISDICTION ALSO APPLIES IN THE EVENT OF PROCEEDINGS FOR INTERIM RELIEF,  PLURALITY OF DEFENDANTS OR INTRODUCTION OF THIRD PARTIES.

 

13.9 - Protection of personal data

In the context of their contractual relations, the Parties declare that they are fully aware of the obligations incumbent upon them in terms of the Processing of Data of a personal nature and undertake to comply with the regulations in force applicable to the processing of data of a personal nature and, in particular, EU regulation 2016/679 agreed by the European Parliament and the Council on 27th April 2016.
Each Party is responsible for its respective processing of personal data.

For further information about the processing of data of a personal nature and on the extent of their rights, Customers are invited to refer to the Group's Confidentiality Policy.