General Terms of Service and Sale

Article 1 – Objet

SOPRINJEC is specialized in production of prototypes, machining, vacuum casting and lost-wax casting of parts or moulds, injection molding and tooling as well as in 3D printing.

The purpose of these general conditions is to define the rights and obligations of the parties relating to the services provided by SOPRINJEC and the sale of related products to the customer, natural or legal person, having required the skills of SOPRINJEC for the performance of all services and/or sales, within the framework of its professional activity (hereinafter the “Customer”).

Thus, any order placed by the Customer implies the definitive and irrevocable agreement of the Customer on all the general conditions presented below.

The fact that SOPRINJEC does not at any time avail itself of a prerogative recognized by the present general conditions cannot be interpreted as a renunciation by the latter to subsequently avail itself of the corresponding prerogative.

The invalidity in whole or in part of a clause of these general conditions would be without influence on the rest of this clause and all the general conditions.

Article 2 – Contract formation

Any service or sale of products is subject to a prior written estimate detailing the services and/or products sold as well as the rates offered by SOPRINJEC, valid for thirty (30) days from its date of issue, unless otherwise specified.

SIRET : 834482234

TVA intra : FR01834482234

The prices and information on the catalogues, prospectuses, tariffs and schemes are given for information purposes only by SOPRINJEC which reserves the right to make, at any time, and without prior notice, any modifications, only the quotations being authentic.

The contract is deemed to have been formed at the time when SOPRINJEC receives the signed and accepted quotation in all its provisions by the Customer, by post, e-mail or via the SOPRINJEC website.

However, the proper performance of the contract may be subject to the provision of guarantees by the Customer.

Furthermore, it is the Customer’s responsibility to transmit all documents and information necessary to SOPRINJEC for the performance of its services (plans, technical specifications, etc.).

Any modification of the order by the Customer will only be taken into account if it has reached SOPRINJEC in writing at least forty-eight (48) hours after receipt of the acceptance of the quotation and if it does not encounter any technical obstacles and/or time constraints. Modifications after the order may:

– cause an additional cost which will be indicated to the Customer for acceptance ;

– cause a delay in delivery of the order in question.

No cancellation will be possible after acceptance of the quotation by the Customer.

Article 3 – Client commitments and responsibilities

The Client undertakes to collaborate actively in the proper realization of the services by transmitting to SOPRINJEC, in a timely manner, fair and sincere information and all data and documents necessary for the progress of the project. It undertakes to notify SOPRINJEC of any change in the data provided. It will be solely responsible for any malfunctions or delays that may result from erroneous information.

In the event that the Client wishes to make changes to the project after start-up, it must obtain the prior agreement of SOPRINJEC, it being understood that if these changes involve a workload and/or additional costs for SOPRINJEC, they will be invoiced to the Customer in addition to the initial quote.

The Client declares and certifies that it is the holder of the intellectual property rights necessary for the elements supplied to SOPRINJEC for the performance of its services, and guarantees SOPRINJEC against any action by third parties relating to the elements and data supplied, only the Customer’s responsibility can be sought in this respect.

The Customer undertakes to pay, within the agreed deadlines, the sums due to SOPRINJEC.

The Customer will appoint a person who will be the SOPRINJEC’s contact person to monitor the progress of the project. In the event of absence, the Client shall appoint a replacement as soon as possible, in order not to penalize the progress of the project.

Article 4 –  SOPRINJEC commitments and responsabilities

SOPRINJEC s’engage, au titre d’une obligation de moyens, à consacrer le temps et les moyens humains, produits et techniques nécessaires à la réalisation des prestations choisies par le Client et à les exécuter de manière professionnelle et conformément aux règles de l’art et sous réserve du bon accomplissement par le Client de ses propres obligations.

En aucun cas, SOPRINJEC ne pourra être tenu responsable pour les besoins que le Client n’a pas exprimés.

SOPRINJEC s’engage à informer de manière régulière le Client de l’avancée du projet et de toute difficulté dont il aurait connaissance au fur et à mesure et des conséquences, notamment en termes de délai et/ou de coût, dont il pourrait en résulter.

SOPRINJEC s’engage sur le respect de la matière ainsi que l’état de surface des pièces convenus dans la limite des tolérances définies dans le devis.

Article 5 –  Completion and/or delivery times

SOPRINJEC undertakes, under an obligation of means, to devote time and human means, products and techniques necessary for the performance of the services chosen by the Client and to perform them in a professional manner and in accordance with the rules of the art and subject to the Client’s good performance of its own obligations.

Under no circumstances may SOPRINJEC be held liable for the needs that the Customer has not expressed.

SOPRINJEC undertakes to regularly inform the Client of the progress of the project and of any difficulties that it may become aware of as and when and the consequences, in particular in terms of time and/or cost, that it may result from.

SOPRINJEC undertakes to respect the material and the surface condition of the agreed parts within the limits of the tolerances defined in the specification.

Article 6 – Terms of delivery and receipt

6.1. For consultancy services

At the end of the implementation phase, SOPRINJEC will deliver the services to the Customer in the form agreed with the latter.

After delivery, the Customer has a maximum period of thirty (30) days to make known his observations, by e-mail, unless otherwise provided.

In the absence of any observation or request for modification by the Customer within the aforementioned period, the services will be deemed to be validly received by the Customer and SOPRINJEC’s liability may no longer be incurred for non-compliance.

6.2. For products sold

• Transport and transfer of risks

The transport of the products to the place designated by the Customer is ensured by a carrier, at the expense and risk of the Customer, from the provision of the products to the said carrier, in the premises of SOPRINJEC, unless expressly stated otherwise.

The Customer may also choose UPS, the carrier selected by SOPRINJEC, the transport being nevertheless at the expense and risk of the Customer. It is therefore up to the Customer to make any reservation directly to the carrier in the forms and time required for any transport dispute.

• Products reception

Complaints concerning the quality and/or quantity of the delivered products, excluding any dispute related to transport, shall be admissible only if they are made in writing by registered letter with acknowledgement of receipt within a period of fifteen (15) days following the arrival of the products at their destination and, where applicable, before any use and/or processing by the Customer or by a third party.

It is the Customer’s responsibility to provide all the justifications as to the reality of the defects or deficiencies found, as well as the reference of the order, the references, the quantities of the products concerned and the nature of the defect invoked.

No return of products may be made by the Customer without the express prior written consent of SOPRINJEC.

In case of agreement, the products must be returned within eight (8) working days from the date of the agreement, in the same condition and in their original packaging or in a packaging identical to that of the shipment.

Any damaged, degraded, incomplete or non-compliant returned goods will not be taken into account.

The costs of return will be borne by SOPRINJEC only in the event that an apparent defect, or missing, is actually found by SOPRINJEC within the limit of a standard shipment.

When, after checking, an apparent defect or a deficiency is actually found by SOPRINJEC, the Customer may only ask SOPRINJEC for the replacement of non-compliant products and/or the supplement to be made to fill the gaps at the expense of SOPRINJEC, without the Customer being able to claim any compensation or the resolution of the order.

The complaint made by the Customer under the terms and conditions described in this article does not suspend the payment by the Customer of the products concerned.

6.3. Tolerances

It is recalled that the permissible tolerances in terms of quantity and quality are indicated in the quotation.

They may not give rise to refusal of the order, reduction, request for refund or guarantee taken by the Customer.

If these tolerances are exceeded, SOPRINJEC undertakes to manufacture a new part.

Article 7 – Retention of title to products sold

SOPRINJEC RESERVES THE OWNERSHIP OF THE PRODUCTS SOLD UNTIL PAYMENT OF THE PRICE BY THE CUSTOMER IS COMPLETE.

During the term of the retention of title as custodian, the risks having been transferred under the conditions referred to above, the Customer must insure the products against all risks of damage or liability, and, in particular, take out product liability insurance.

Furthermore, the Customer shall not pledge or assign ownership of the said products as collateral. In the event of resale, it undertakes to assign to SOPRINJEC its claims on sub-buyers up to the amount due.

In the event of non-payment of all or a fraction of any of the agreed deadlines for the price, and fifteen (15) days after a formal notice by registered letter that has been unsuccessful, in whole or in part, the products must be made available immediately to SOPRINJEC, unless it requires the return of the products at the Customer’s expense. This claim may be made by any means – registered letter, fax, summons from a bailiff, contradictory inventory, etc. – at the Customer’s expense, risks and risks. The contract of sale shall be terminated by operation of law, without this having any effect on the contract for the provision of services already performed. In any event, the sums already paid by the Customer for the sale of the products will remain acquired from SOPRINJEC as first damages and subject to all others.

The above provisions do not prevent the transfer to the Customer of the risk of loss and deterioration of the products sold under the conditions defined in article 6.2 hereof, as well as of the damage they may cause.

Article 8 – Rates and payment

8.1. Rates

The various services and the sale of the products are charged according to the prices indicated in the quotation. They are in euros, net and excluding all taxes, and duties.

8.2. Payment

The Customer agrees to pay a deposit of thirty percent (30%) of the total price on the order, the balance being invoiced on the date of delivery of the services and/or the products sold, according to the indications given in the estimate. Non-payment of the deposit suspends the execution of the order and makes the Customer responsible for the delays.

Invoices shall be payable within thirty (30) days from the date of issue by bank transfer or cheque payable to SOPRINJEC or directly on the SOPRINJEC website.

Advance payments shall not be discounted unless otherwise agreed.

In the event of a total or partial delay in payment, for any reason, a delay penalty of an amount equivalent to three times the legal interest rate per day of delay shall be applied, without the need for a recall in accordance with the provisions of Article L 441-6 of the French Commercial Code.

The Customer will also be subject to a flat-rate recovery fee, the amount of which is set at 40 euros. However, in the event that the recovery costs incurred exceed EUR 40, SOPRINJEC may request additional compensation, upon justification.

In the event of default of payment, SOPRINJEC reserves the right to suspend any service or delivery until full payment of all outstanding invoices or to cancel pending orders.

Article 9 – Intellectual property rights

The Client is and remains the sole owner of the intellectual property rights relating to the documents it submits to SOPRINJEC for the performance of its services.

Also, the documents delivered to SOPRINJEC will be returned to the Customer on simple request or at the latest at the end of the order.

The prototypes and plans made by SOPRINJEC on technical instructions from the Customer become the property of the latter after full payment of the sums due to SOPRINJEC, without additional remuneration.

Thus, SOPRINJEC assigns to the Customer, exclusively, for the whole world and the entire legal term of protection of copyright, the rights of reproduction, representation and adaptation related to these elements.

The Customer will therefore be free to reproduce them, modify them, use them as is or in a modified form, in whole or in part, adapt them and market them without SOPRINJEC being able to claim any rights or any financial consideration.

However, it has been agreed that SOPRINJEC may refer to the services performed and the products produced on behalf of the Customer for the promotion of its activity, provided that confidential information is not disclosed.

Article 10 – Warranty against latent defects

The products sold are guaranteed against hidden defects for a period of three (3) months from the day of their delivery.

In any event, it is specified that this guarantee will not apply in the following cases:

– in case of a use of the products not in accordance with their purpose, the uses and/or the recommendations of SOPRINJEC ;

– in case of a change in the product which may have adversely affected its integrity or performance;

– in the event of repair of the product or any intervention by a third party ;

– in case of improper storage or handling of the products.

This warranty applies only to hidden defects. Since the Customer is a professional, the hidden defect is a defect in the realization of the product making it unfit for its use and not likely to be detected by the Customer before its use.

Under the guarantee of hidden defects, SOPRINJEC will be bound only to the restoration or replacement, without charge, of the defective products, without the Customer being able to claim damages, for any reason whatsoever, or the resolution of the sale.

Any incident during warranty must be reported immediately to SOPRINJEC.

Article 11 – Liability

THE CUSTOMER IS SOLELY LIABLE FOR DAMAGES, DIRECT AND INDIRECT, WHICH MAY BE CAUSED BY THE USE OF THE PRODUCTS.

Under no circumstances may SOPRINJEC be held liable for any intangible and/or indirect damages, including but not limited to losses of profit, production, exploitation, etc. caused to the Customer.

The Customer waives all recourse against SOPRINJEC to obtain compensation for the financial consequences of any damage caused to third parties and will indemnify SOPRINJEC against any claims of third parties directly or indirectly related to the execution of the order.

In any event, in cases where SOPRINJEC’s liability may be sought in accordance with the provisions of this article, SOPRINJEC’s liability shall be strictly limited, regardless of the causes, the amount due by the Customer to SOPRINJEC for the services performed and/or the products sold under the contested order.

Article 12 – Privacy

The Parties undertake not to disclose the confidential information of the other party which they may have had to know in the context of the performance of the services of SOPRINJEC and/or for the application hereof.

In particular, the Parties undertake to strictly respect this confidentiality and not to communicate to anyone any non-public information of which they are aware, both during the term of the contract and after its expiry.

Information that is publicly available at the time of disclosure or that subsequently becomes available without breach of a Party’s obligation of confidentiality or legitimately obtained from a third party without having been disclosed shall not be considered confidential breach of a confidentiality agreement regarding this information.

Article 13 – Force Majeure

SOPRINJEC cannot be held liable for any delay or breach of contract resulting from a case of force majeure.

The performance of the obligations incumbent on SOPRINJEC will be suspended by the occurrence of an event constituting force majeure within the meaning of the jurisprudence of the French courts. In this case, SOPRINJEC will inform the Customer as soon as possible in writing of the duration of the force majeure event and its foreseeable consequences.

Article 14 –Applicable Law – Disputes

These terms and conditions are subject to French law.

IN THE EVENT OF A DISPUTE AND AFTER AN ATTEMPT TO REACH AN AMICABLE SOLUTION, EXPRESS JURISDICTION SHALL BE CONFERRED ON THE COMMERCIAL COURT WITHIN WHOSE SEAT THE HEAD OFFICE OF SOPRINJEC IS SITUATED, WHERE THE CUSTOMER IS A MERCHANT, NOTWITHSTANDING A PLURALITY OF DEFENDANTS OR AN APPEAL FOR SECURITY, EVEN FOR EMERGENCY OR PROTECTIVE PROCEDURES, IN COURT OR ON REQUEST.