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Sales terms and conditions 2009
Effective 1 January 2009
INIST Diffusion S.A. is a CNRS subsidiary whose objects are the publication, dissemination, and distribution of scientific and technical information products and services in France and abroad, notably the products and services of INIST (Institut de l’Information Scientifique et Technique), a CNRS service unit.
1. GENERAL
1.1 These General Terms and Conditions of Sale are available online on the INIST Diffusion S.A. websites. Consequently, by placing an order a customer fully and unreservedly accepts these General Terms and Conditions of Sale, which are applicable to all orders accepted by INIST Diffusion S.A.
1.2 In the event of a conflict between these General Terms and Conditions of Sale and any other document made out before the date of the invoice (e.g. standing order agreement, primary document supply agreement, monthly invoicing agreement) or the customer’s Terms and Conditions of Purchase, these General Terms and Conditions of Sale shall prevail.
Accordingly, unless they are explicitly accepted in writing, any other terms and conditions of the customer shall be unenforceable against INIST Diffusion S.A., regardless of when it learned of them. Notwithstanding the provisions of these General Terms and Conditions of Sale, INIST Diffusion S.A. may stipulate special terms and conditions for the use of its products and services.
1.3 In the event of purchase by unit of account (Unité de Compte - UC), an “order” is deemed to include any request made by the customer for the supply of a product delivered as part of a service (hereafter the “Product”) or for the opening of an account, such request being made by means of a purchase order sent to INIST Diffusion S.A. by post or any other reliable means not subject to tampering.
Copy and copyright fees are debited in UCs according to the prices in effect at the time. UCs are non-refundable and are valid for three (3) years from the month of purchase. After three (3) years, unused UCs are no longer valid.
1.4 In the case of any other method of purchase (credit card payment, PayPal, etc.), a request made electronically for the supply of a product is considered an order.
1.5 Any modification or cancellation of an order requested by the customer shall only be considered if proper notice is given in writing prior to acceptance of the initial order as defined by French law. If INIST Diffusion S.A. does not accept the modification or cancellation, any down payment(s) made by the customer shall be refundable in goods only.
Risk passes upon tender of delivery of the product(s) to the carrier on the premises of INIST Diffusion S.A. or when the product is made available online. Accordingly, products travel at the risk and cost of the customer. If a problem should arise, it is up to the customer to file any claims with the carrier.
2. OBLIGATIONS OF INIST DIFFUSION S.A.
2.1 Delivery
Delivery is effective upon tender of delivery of the product(s) to a carrier on the premises of INIST Diffusion S.A., or when the product is made available online.
2.2 Claims
Without prejudice to any action to be taken vis-à-vis the carrier, any claim regarding a product supplied shall be submitted in writing within the following time periods:
 Document delivery services: STANDARD and OTHER SERVICES - 60 days; RUSH - 15 days; URGENT - 5 days.
All other products (unless expressly provided for otherwise by INIST Diffusion S.A.): Defective CD-ROM - 60 days; non-delivery in the European Union - 30 days; non-delivery outside the European Union - 90 days.
Times given run from the time of delivery as specified in clause 2.1 above.
Responsibility for proof of any defect or problem lies with the customer. All product returns require an express written agreement between INIST Diffusion S.A. and the customer. Any product returned without such agreement shall be held for pick-up by the customer, who shall not be issued a credit note. Non-conforming products or products with a patent defect, duly established by the vendor as described above, may be replaced free of charge or a credit note may be issued to the customer once the quantity and quality of the returned products have been verified, provided however, that the customer shall not be entitled to any other compensation or damages. INIST Diffusion S.A. shall not be liable for any defect or damage due to normal wear and tear or external circumstances (errors in assembly, faulty maintenance, abnormal use) or any change to the product for which no provision was made.
2.3 Costs and risks arising from product returns
Any return of a product to INIST Diffusion S.A., for whatever reason, shall be subject to prior written approval and shall be the responsibility of the customer who shall bear all related costs (shipping, custom duties, taxes, etc.) and risks. In addition, the product shall be returned undamaged in the original packaging.
3. DELIVERY TIME
Delivery times indicated by INIST Diffusion S.A. are merely estimates, as they are the carrier’s responsibility once INIST Diffusion S.A. has fulfilled its obligations by delivering the product to the carrier or by making the product available online.
4. PRICES AND PAYMENT
4.1 Orders for the supply of copies of documents shall be accepted and filled either by debiting an account previously opened by the customer and containing sufficient funds for payment (except in the case of a monthly billing agreement signed by the customer and INIST Diffusion S.A) or by secure online payment. Unless otherwise indicated in writing, orders for all other categories of products shall only be accepted once payment has been made in full.
4.2 Orders can only be completed if the purchase order includes all of the information identifying the customer and the product required by INIST Diffusion S.A. to effectively process the order.
4.3 The prices entered on accepted purchase orders are the prices appearing on the INIST Diffusion S.A. website on the day the order is accepted. Prices will be provided to customers on request. INIST Diffusion S.A. may grant discounts on copies of documents to French government research agencies and institutions of higher education, as well as to students in France.
4.4 Products marketed by INIST Diffusion S.A. and product prices as they appear on the company’s website (for information purposes only) may be changed at any time without prior notice to customers. Unless modified, prices are deemed to be binding once an order has been accepted by INIST Diffusion S.A.
4.5 Several methods of payment are available (deposit account, cash payment, etc.) according to individual customer and product requirements. INIST Diffusion S.A. reserves the right to add to or modify said payment methods without prior notice.
4.6 No discount shall be given for early payment.
4.7 In the event of purchase by unit of account (UC), an invoice payable by the date specified on the purchase order shall be issued for each order upon receipt of the purchase order. A customer who opens more than one account may not under any circumstances request that a debit balance be set off against the credit balance on another account, even in the event of a claim. In the event of a dispute concerning an item on an invoice that the customer failed to supply to INIST Diffusion S.A., the invoice shall not be cancelled but must be paid by the customer.
4.8 Any payment which is overdue under these General Terms and Conditions of Sale shall incur interest at the rate indicated on the invoice, which shall be at least one and one-half times the legal rate in force, provided however that this clause shall in no way affect the customer’s liability for the debt itself.
4.9 In the event of failure to pay for products supplied by INIST Diffusion S.A. under these General Terms and Conditions of Sale, INIST Diffusion S.A. reserves the right to:
suspend the current subscription and/ or monthly billing agreement until the amounts due are paid in full,
stop shipments in case of failure to pay for a prior partial delivery,
refuse any future orders from the customer if the customer contests a prior order that has already been delivered, except in the case of an error attributable to INIST Diffusion S.A.
None of these steps shall cancel the customer’s debt to INIST Diffusion S.A.
INIST Diffusion S.A. shall be responsible for freight costs for the initial delivery of the product, unless otherwise indicated on the price list. All other costs (including customs duties) shall be borne by the customer. If for any reason a subsequent delivery of the same products is made at the customer’s request, the freight costs shall be paid by the customer.
5. OWNERSHIP - REPRODUCTION RIGHTS – LIABILITY
5.1 All orders accepted by INIST Diffusion S.A. are payable by the customer, even if the customer has already placed an order for the same product.
5.2 INIST Diffusion S.A. shall not be liable for the contents of any products supplied.
5.3 Use of the products supplied by INIST Diffusion S.A. is strictly limited to private use by the consignee. Products shall under no circumstances be reproduced, sold or communicated to a third party to facilitate the reproduction thereof without the prior agreement of the Centre Français d’Exploitation du Droit de Copie (French Copyright Clearing Centre) for hard copies.
5.4 All products marketed by INIST Diffusion S.A. are protected by the provisions of the French Intellectual Property Code. All reproduction, representation and exploitation rights are reserved.
5.5 Any infringement of the Intellectual Property Code discovered by INIST Diffusion S.A. or by the rights holder of the products may result in legal proceedings being brought against the infringer. INIST Diffusion S.A. reserves the right to refuse any further orders from any customer involved in such proceedings.
6. DISPUTES
The courts of Nancy shall have exclusive jurisdiction of any dispute that may arise.
7. APPLICABLE LAW
In the event of a dispute leading to litigation, the commercial relations of INIST Diffusion S.A. and its customers shall be exclusively governed by French law.
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