General terms of sale and services

These General Terms of Sale and Services shall apply to all sales and services concluded by DENY SECURITY SAS to Buyers and are supplemented by the provisions of any special conditions mentioned in the estimate, bid and purchase order. The specific conditions prevail over the General Conditions.
Applicable General Conditions are those which are in effect at the time of the order confirmation.
They supersede any different or contrary provisions of general or special conditions that the Buyer may issue and / or submit, regardless if it has been brought to the attention of DENY SECURITY. They could not be modified without the express permission of DENY SECURITY.

In response to a request by the Buyer, DENY SECURITY issues an estimate. Upon receipt of this estimate, the Buyer shall send a purchase order.
Purchase orders should ever be confirmed in writing (or by e-mail, fax, mail, or filling the dedicated and secure Buyer area on the DENY SECURITY «Website»).
Sales and services are completed subject to the express acceptance in writing of the confirmed order of the Buyer, evidenced by a proof of receipt from DENY SECURITY.
Services or Purchase Order could not be cancelled unless the express consent of DENY SECURITY. If a down payment has been paid, DENY SECURITY would retain it.

An order could not be modified without the issuance of an additional estimate by DENY SECURITY, which shall be expressly accepted by Buyer.
When Products are sold subject to a specific adapted and required service by the Buyer, a cancellation of order by the Buyer will have no effect on the payment to DENY SECURITY of an amount equal to the amount of initial outstanding order.
On its side, DENY SECURITY reserves the right until delivery, to make technical changes deemed necessary, under the condition that the Product features are not altered.

Related to the sales, a down payment for 20% of the price VAT included is required upon placing an order, when the command is an amount higher than 20,000 € VAT included.
When this down payment is required, sale, delivery and consequent delays are suspended from the actual collection of the down payment. The balance is then payable as defined below.

• Single sales: the balance at 45 days end of month
• Orders with sale including supply and installation :

1. 20% of price VAT included at the order
2. 50% at the delivery on site, payable 45 days end of month
3. 30% at the supply and installation acceptance, payable 45 days end of month

For services with a performance period exceeding one month, DENY SECURITY may draw situations that will generate partial payment of the remaining 30% mentioned in paragraph 3 above.
DENY SECURITY will not be required to make delivery of the Products or continue the services ordered by Buyer if the Buyer fails to pay the price thereof according to the terms and conditions specified above.
Products and services are provided at the prices and rates applicable on the order delivery date.
The rates and prices include applicable taxes on order signing date and any change in the applicable tax rate shall be reflected in the price and rates of the product.
Prices are calculated according to the materials used to manufacture a Product. Thereof, they may vary between the price stated on the offer and the price applicable on the order delivery date, for one same Product, based on changes in the cost of materials and raw materials used in it.
Prices may also vary in case of late delivery because of the Buyer, causing additional costs for DENY SECURITY, the latter being reflected in the price.
Regarding the cost of packaging, Products are supplied and delivered in cardboard packaging inside box or package.
Under these conditions of packaging, Products are delivered free of charge for any destination in mainland France or Corsica.
Under these packaging conditions for any other destination, the net price is subject to the conditions of carriage and delivery, which unless otherwise stated in the specifications and estimate are made pursuant to Ex Works Incoterms 2000 ICC uncharged DENY SECURITY St Blimont, France.
An invoice is prepared by DENY SECURITY and provided to the Buyer upon each delivery of Products.

The means of payment accepted are:

• Bank Check upon receipt of invoice
• Bank wired transfer
• Promissory note / LCR
• CREDOC
• Stand by letter of Credit

Payment Terms: 45 days end of month.
The price (or the remainder of price in case of down payment) is payable by the due date stated on the invoice to the Buyer. All automatic deductions or discount, for whatever reasons, are strictly prohibited unless prior written agreement from DENY SECURITY.
In the event of any late payment of, or failure to pay amounts owed by the Buyer on the term written on the invoice sent to the Buyer, late payment penalties calculated at a monthly rate of 1.5 times the legal interest rate applied to 100 % of the amount all taxes included of the acquisition price appearing on the said invoice shall be automatically and by right owed to DENY SECURITY, without any formalities nor former injunction and shall result in the immediate payability of all amounts owed by the Buyer to DENY SECURITY, without prejudice to any other claim DENY SECURITY may be entitled to against the Buyer in connection therewith.
In the event of any failure to meet the payment terms specified above, DENY SECURITY reserves the right to suspend or cancel the delivery of any current order, suspend the performance of its duties, reduce or cancel possible discounts granted by the latter.

Transfer of Ownership:
The transfer of ownership of DENY SECURITY’s Products, to the Buyer shall be subject to the fully payment of the price by the latter, and regardless of the date of delivery of the Products. In the event of any failure by the Buyer to pay any part of the order price, DENY SECURITY reserves, until full payment, ownership of the sold Products, entitling it to repossess the said Products. Any down payment paid by the Buyer shall be DENY SECURITY as fixed damages, without prejudice to any other actions it may be entitled to against the Buyer in connection therewith.
Considering the specific characteristics of each Buyer of the Products, Buyer shall be liable to pay devaluation compensation of 4% of the Product price for each month of detention between the provision and restitution of the Products together with a penalty of 10% of the due amounts per day of delay.
These last two compensations could be offset any with down payment already paid.
The Buyer shall ensure that the identification of Products is still possible. Products in stock will be presumed are those unpaid. The Buyer is entitled under the normal course of its business to resell the Products delivered.
Nevertheless, it shall not pledge or transfer ownership as security.
In case of resale, the Buyer agrees to pay immediately DENY SECURITY for the part of the price still due.

Risk Transfer:
Related to a destination outside mainland France and Corsica, transfer of risk, loss and deterioration of Products shall be transferred EX WORKS ICC 2000 Saint Blimont, France, uncharged. So, they are charged, carried at the risk of the Buyer which may, in case of damage, make any claims with the carrier according to the applicable and legal provisions.
Related to a destination in mainland France and Corsica, the transfer of risk on the Products, when sold on an agreed free of charge bases, shall be transferred to the reception in warehouses or sites of the Buyer.
This results in the latter case in particular that such Products are carried at the risk of DENY SECURITY. In case of damages, loss or missing, DENY FONYAINE shall make complaints or exercise any recourse against the liable carriers as indicated below.
The Buyer agrees, when this is necessary because of the agreed risk transfer, to ensure such Products to the benefit of DENY SECURITY against risks of loss and damage by accident or otherwise, by an insurance ad hoc until the complete transfer of ownership and risks and to justify to DENY SECURITY, on the first demand of it.

Products bought by the Buyer and delivered outside mainland France and Corsica shall be delivered, St. Blimont EX Works, uncharged, ICC Incoterms 2000, within the time specified in the estimate or the specific terms.
Products bought by the Buyer and delivered in mainland France and Corsica shall be delivered, prepaid and free of charge, to the place indicated by the Buyer within the time specified in the proof of receipt of order.
The delivery time is for information only, and is not an absolute delivery time.
In the event of specific requests by the Buyer regarding packaging and carriage conditions of the ordered.

Products, duly accepted in writing by DENY SECURITY, costs pertaining thereto shall be charged additionally and separately subject to an estimate previously accepted on by Buyer.
Buyer shall check, at his cost, the condition and the number of Products upon delivery. Failing reserves or claims regarding apparent defect of non conformities in the Products delivered, formally expressed and issued by the Buyer, by registered mail with receipt confirmation within 15 days from delivery, Products delivered by DENY SECURITY shall be deemed conform to the order in amount and quality. The Buyer shall enclose any supporting document for his reserves or complaints.
No complaint shall be validly accepted in the event the Buyer fails to comply with these provisions.
DENY SECURITY shall replace promptly and at its costs any delivered Products whose apparent defects or lack of conformity is duly proved by the Buyer.
Product returns are subject to DENY SECURITY’s prior and written consent. The inspection, repair and carriage costs shall be charged to the Buyer.

The technical features of Products are mentioned in the offer. In addition, a user’s manual reproducing the features and functions of the Product (“Documentation”) is provided to the Buyer with the Product for the purpose of proper use of the Product. The Documentation describes the necessary features of the Product allowing the Buyer to know, before his final order, the main features of the Product he wishes to buy.

The Buyer understands and agrees that all copyrights, all trademarks, names, sales names, patents and other intellectual property rights pertaining to the Product and/or the Documentation (including but not limited to drawings, plans, models and by-products) or related thereto, are and shall remain DENY SECURITY's property, or that of a third party that granted a license to DENY SECURITY. No right is transferred to the Buyer in connection therewith.
All distinctive signs affixed on the Product including the trademark, commercial name or any other of DENY SECURITY’s signs are for the sole purpose of Product identification and to advertise and in the exclusive interest of DENY SECURITY.
As a result, the Buyer agrees not to register or have registered any copyrightable or patentable item competing with, breaching or reproducing the copyrights, patents and other intellectual property rights of DENY SECURITY in the territory of the Buyer or elsewhere.
The Buyer agrees not to register or have registered any trademark, commercial name or sign belonging to DENY SECURITY (or any other trademark, name or sign that could be mistaken for those of DENY SECURITY) in the territory of the Buyer or elsewhere.

Information as confidential or sensitive in nature transmitted DENY SECURITY, whether transmitted verbally, in writing, electronically, and whatever the case may be the medium on which they are transmitted, will be processed by the Buyer with the same degree care and confidentiality that it provides to its own confidential information.
This confidentiality obligation shall remain in force for two years after the acknowledgment by the Buyer.

The Buyer states that he has the necessary skills and experience to assess the Product, including its performance and functions.
The Buyer acknowledges that he is perfectly aware of the capacity and objectives likely to be achieved with the Product, as he has attended demonstrations and/or has read the Documentation relating to the Product. As a result, DENY SECURITY does not warranty that the Product is fit for any of the Buyer’s specific purposes.
The Buyer should make good use of the Product, according to professional rules and to the instructions provided with the Product. All indications should be complied with. Failing, warranties granted in article 10 shall be void.
DENY SECURITY shall provide its reasonable efforts to perform its services.
Concerning Products not manufactured or not branded by DENY SECURITY, DENY SECURITY shall only pass the manufacturer’s warranty.
Products made by DENY SECURITY hold a warranty against latent defects, material defects, designing or manufacturing defects affecting the Products and making them unfit for use, for 12 months as from the delivery date.
This warranty is limited to replacement, repair or reimbursement for non-conforming or defective Products.
DENY SECURITY shall replace or repair the Product or any warranted parts found defective.
When Products have been sold but not installed, intervention shall take place in the premises of DENY FONTAINE. Carriage costs will be borne by the Buyer.
This warranty also covers workmanship cost. However, in the event of sale of Products installed by a third party or by the Buyer, des-installation, carriage and re-installation costs will be borne by the Buyer.
If the product is sold «Installed», DENY SECURITY’s intervention shall take place on the Buyer’s site.
In this last case, travel expenses will be borne by DENY SECURITY if this site is located in mainland France and Corsica. For sites located in other places, travel expenses are borne by the Buyer.
Replacement or repair of defective parts or Products will not effectively extend the warranty period specified above.
Concerning the installation services, DENY SECURITY warrants, for a period of 12 months from their acceptance, that they will be performed according to the rules of art. Otherwise, as exclusive services warranty, DENY SECURITY will rectify or correct, at its sole expense, the services deemed defective.
DENY SECURITY’s warranty is limited to the pure and simple exchange, on Buyer’ site if applicable, or reimbursement or repair or rectify, on Buyer’ site if applicable, within a reasonable time, of warranted Products or services found defective, exclusive of any other form of compensation by DENY SECURITY, including but not limited to damages.
No warranty other than the one mentioned above is granted. Thus DENY SECURITY gives no warranty that the Product will meet the Buyer’s requirements, that it will work in combinations other than those mentioned in the Documentation or with parts provided by other manufacturers.
Any warranty is excluded in case of improper use or misuse, improper installation (unless it is done by DENY SECURITY), if the Product is dismantled without DENY SECURITY’s authorization, in the event of the Buyer’s negligence or lack of maintenance, or failure by the Buyer to inform about the specific environment in which the Product is used, as in the event of normal wear and tear or force majeure.
To assert his rights, the Buyer shall, under penalty of forfeiture of any claim in connection therewith, inform DENY SECURITY, in writing of the defects, with appropriate supporting documents, within 30 days as from the discovery thereof.
In the event of the Buyer’s improper use requiring a return to the factory for repair, carriage, repair (assembling and disassembling) costs shall be borne by the Buyer. The repair or exchange of the Product is at DENY SECURITY’s option.
No advice or information provided by DENY SECURITY, its sellers, its distributors, its agents or its employees will create further warranties or extend the warranty contained in this clause, and the Buyer shall not claim such advice or information.

After the expiration of the warranty period stated above, DENY SECURITY could provide exchange, repair of the Product subject to its internal pricing conditions and after acceptation by the Buyer of an estimate.
Regarding customer services, DENY SECURITY warrants for a period of 6 months that the parts replaced or exchanged are free from defects in materials and workmanship under normal use. If the customer service shall result in a return to DENY SECURITY’s premises, des-installation, carriage and re-installation costs will be borne by the Buyer.
Concerning customer services on Buyer’s site performed in mainland France and Corsica exclusively, travel expenses will be borne by DENY SECURITY.
Concerning customer services on Buyer’s site performed outside mainland France and Corsica exclusively, travel expenses will be borne by the Buyer.

DENY SECURITY shall not be held responsible further than compensation of the both (1) direct and (2) foreseeable financial consequences of the Product’s action and services.
DENY SECURITY shall not in any case incur any liability for losses or damages that are indirect or unforeseeable, which includes, but is not limited to, any missed gain, loss, sales loss, loss of sales or profits, loss of clients, loss of an opportunity, cost of obtaining an alternate Product, in connection with, or resulting from, the Product, the installation if performed by DENY SECURITY or the operation thereof.
In any event, the amount of the financial responsibility of DENY SECURITY arising from the use or level of Product performance or services or enforcement of the provision is limited in the amount of reimbursement of amounts actually paid by Buyer to DENY SECURITY.

None of the parties shall be held responsible for any failure to perform its contractual duties when the said performance is made impossible or difficult by a force majeure event, such as, and including but not limited to, war, mobilisation, total or partial strikes, lock-outs, epidemics, transport interruptions, restriction, or import or export bans, fire, floods, accidents, and shortage of raw materials or spare parts.ées.

Should one of more of the provisions of the Specific Terms be found illegal, invalid or not enforceable, the other provisions of the General Terms shall not be affected thereby and shall remain in effect.

A party’s failure to claim a breach of, or failure to perform any of the provisions of these General Terms shall not constitute and shall not be construed as a waiver of its right to claim any later breach or failure.
Except for petitions for payment or proceedings based on DENY SECURITY’s intellectual property rights on the product, proceedings based on these general terms, whatever the form thereof, shall be time barred one year after the occurrence of the event causing the proceedings.

ALL DISPUTES ARISING OUT OF OPERATIONS FOR BUYING AND SELLING COVERED BY THESE TERMS OF SALE WILL BE SUBJECT TO THE COMMERCIAL COURT OF AMIENS, WHICH IS EXPRESSLY ACCEPTED BY THE BUYER.
ALL DISPUTES ARISING FROM PURCHASE AND SALE TRANSACTIONS COVERED BY THESE GENERAL TERMS OF SALE SHALL BE BROUGHT BEFORE THE BUSINESS COURT OF TROYES, AS FORMALLY AGREED BY THE BUYER.
All clauses appearing in these General Terms of Sale, as well as all purchase and sale transactions mentioned herein, shall be governed by the laws of France and construed according thereto.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these General Terms.