1.1. The purpose of these Terms and Conditions of Sale is to define the conditions under which SNECI may, at the Client’s request, perform the services and the Mission (hereinafter “the Services or the Mission”) as described in the commercial offer (hereinafter the “Offer”).
1.2. The order of the Mission subject of the Services shall be final upon the express acceptance of the SNECI Offer by the Client in writing. Such acceptance of the Offer will lead to the immediate application of these Terms and Conditions of Sale.
1.3. SNECI does not grant the Client any exclusivity as to the nature of the Missions, Services or sector of activity.
1.4. The present Conditions of Sale and the provisions of the Offer exclude the application of the Conditions of Purchase of the Customer, which the latter accepts.
1.5. These Terms & Conditions of Sale apply to all offers proposed by SNECI SAS (France) and its subsidiaries: SNECI RUSS (Russia), SNECI Middle East & Africa (MEA), SNECI Korea (Korea), SNECI (Shanghai) Business Consulting Co., Ltd (China), SNECI Central & Eastern Europe s.r.o. (CEE).
2. PERFORMANCE OF SERVICES BY SNECI
2.1. In order to carry out the Services and more generally the Mission defined in the Offer, SNECI undertakes to implement the human resources which it deems most appropriate. SNECI Employees will work under the exclusive responsibility of SNECI.
2.2. In general, SNECI will make its best efforts to carry out its Services and the Mission defined in the Offer with all due diligence in accordance with the rules of art.
3. SNECI’S OBLIGATIONS
3.1. In principle, SNECI will comply with the reporting rules set out in the “Offer”.
3.2. SNECI will work in collaboration with the Client’s Mission Manager.
4. CUSTOMER’S OBLIGATIONS
4.1. The Client will transmit all the data and information which will be necessary to SNECI for the good realization of the Services and the Mission within the envisaged timelines.
4.2. The Client entrusts the Mission to SNECI on an exclusive basis. The Client may under no circumstances call upon third parties to carry out all or parts of the Mission.
4.3. Access to the Client’s information, as well as his participation and cooperation, are essential to enable SNECI to carry out the Mission and its Services as defined in the “Offer”. In case of difficulties, SNECI will inform the Client and the latter undertakes to remedy them immediately. The Client acknowledges that SNECI cannot be held responsible for delays/liable or non-conformities or inconsistencies resulting from these difficulties.
4.4. The Client authorizes SNECI to mention its corporate name and to present in general terms the activities carried out on its behalf as a commercial reference.
4.5. SNECI authorizes the Client to mention its identity/ corporate name in its commercial references.
5. REMUNERATION OF SNECI
5.1. In consideration for the performance of the Services and the Mission, SNECI will receive a remuneration as defined in the Offer.
5.2. SNECI’s remuneration is payable no later than 45 days from the date of issue of the invoice. In case of late payment a late payment penalty will be due on the first day of delay at the rate of three times the legal interest rate in force without a reminder being necessary. In the event of late payment a fixed indemnity of forty euros for recovery costs is due, in accordance with Article L.441-6 of the French Commercial Code. Furthermore, in the event of non-payment of an invoice from SNECI or in the event of partial payment on its due date, SNECI shall be entitled to immediately suspend the execution of the Mission without prejudice to its right to compensation and to the application of Article 9.3 below.
5.3. In the event of cancellation and/or termination by the Client of the Offer for any reason whatsoever, the advance payment(s) shall be definitively due and payable to SNECI.
5.4. In addition, a penalty for cancellation of the Offer will be immediately due and payable by the Client to SNECI; it will be equal to 10% of the total amount of the Offer in the event of cancellation after the signature of the Offer but before the start of its execution. For a mission that has started, the penalty will be equal to the percentage of the elapsed time in relation to the duration of the execution of the Mission as provided in the Offer, applied to the total price excluding tax of the Mission to which will be added 10% penalty. The penalty applies in the event of total or partial cancellation and/or termination of the Offer, which the Client expressly accepts.
5.5. The costs and disbursements incurred by SNECI for the signature of the Offer will be reimbursed by the Client upon presentation of supporting documents, in particular travel expenses, hotels, expenses related to the completion of the Mission, even in the event of cancellation of the Offer.
6.1. SNECI undertakes during the term of this Mission and for a period of five (5) years from the end of the latter to keep confidential and not to disclose to any third party whatsoever, without the prior written consent of the Client, the information that will be transmitted to it by the Client, except to members of its staff to the sole extent that they will be necessary to carry out the Mission.
6.2. For his part, the Client will consider as strictly confidential all information, in particular financial information, which will be transmitted to him by SNECI, in particular before the signature of the Offer.
7.1. SNECI remains the sole owner of the intellectual property rights on all documents, deliverables, results or other products produced by SNECI in connection with the performance of the Offer, even if the said results are obtained partly from Information provided by the Client and from the performance of the Mission, with the exception of a right of use and reproduction for personal purposes granted to the Client. The Client shall refrain from communicating, disseminating or transmitting SNECI’s writings, deliverables to third parties without its written authorization.
7.2. The documents, deliverables, results obtained exclusively from the Customer’s data and Information shall remain the exclusive property of the Customer.
7.3. SNECI can freely use the ideas and know-how developed during the Mission.
8. NON SOLLICITATION
The Client agrees not to engage, hire, or to provide work in any way, to any present or future collaborator or employee of SNECI. The present clause will be valid, whatever will be the function of the collaborator in question, and even in case the solicitation would be at the initiative of this collaborator. The present clause will remain in full force and effect during the performance of the Mission, and this for 12 months from its termination or expiration.
9.1. SNECI will make its best efforts to carry out the Services and more generally the Mission provided that the Customer enables SNECI to perform the Mission, and in particular transmit to the customer on time the information and tools necessary to do so.
9.2. Within the scope of the realization of the Mission, SNECI is bound by a best effort obligation.
9.3. In the event of failure by the Client or SNECI to fulfill one of its obligations, the other party is entitled, after the sending by registered letter with acknowledgement of receipt of a formal notice which has remained without effect for 20 working days, to cancel the Offer/Mission with immediate effect by registered letter with acknowledgement of receipt, without formalities. All sums due by the Client to SNECI shall be due and payable immediately. All sums, including any advance payments made to SNECI, shall remain the property of SNECI.
The Client and SNECI will subscribe a civil liability insurance policy with a solvent insurance company covering all consequences of damages for which they could be held liable towards the other in connection with the performance and completion of the Offer and the Mission, and undertake to present such policy of the insurance coverage they will have subscribed at the first request of the other.
11. APPLICABLE LAW – DISPUTES
11.1. Those General Terms and Conditions of Sale are governed by French law and, if applicable, by the Vienna Convention of 11 April 1980 on contracts for the international sale of goods.
11.2. In the event of a dispute between the Parties resulting from the execution of the Offer and more generally from the Mission, the most diligent Party shall notify the other Party. If within thirty (30) days of said notification, SNECI and the Customer do not reach an amicable agreement, the dispute will be submitted to the exclusive jurisdiction of the Commercial Court of Nanterre even in case of multiple defendants and cross appeals.