These industry terms and conditions of sale (hereinafter the “IT&Cs”) govern relations between I-TEN S.A. (hereinafter “ITEN”) and the customer (hereinafter the “Customer”) in connection with the supply of batteries or micro-batteries (hereinafter the “Products” or the “Product”) intended to be factory-fitted in all kinds of other equipment and products and associated after-sales servicing and replacement parts activities.
Any order implies unreserved acceptance of the following general terms and conditions that alone govern
ITEN's sales, to the express exclusion of the Customer's general terms and conditions or any other
document issued by it, unless negotiated and agreed in advance with ITEN.
The fact that ITEN does not avail itself at any given time of any provision of these IT&Cs may not be
interpreted as waiving the right to invoke any of these IT&Cs at a later date.
The Products, whether Catalogue Products or Specific Products, are for civilian use and may not, in
principle, except in the case of a specific prior written request accepted by ITEN in writing, be used
(i) for the construction of weapons nor, since they do not have any particular medical compatibility
(ii) with living beings and are not intended to be used in a living being (human or animal), whether
directly or indirectly, by insertion in a device intended to be placed in a living being or to assist
the functioning of a living being and whose failure could harm the health or life of a living being.
Orders submitted to ITEN are firm and may not be cancelled, except in cases provided for in the
IT&Cs, without the prior agreement of ITEN.
In the event of cancellation of the order, unless agreed by ITEN, all work in progress manufactured
by ITEN in respect of the order placed and all ITEN's stocks remain payable by the Customer and
shall become due from the date of cancellation of the order.
ITEN shall be free at all times, in respect of either orders for Catalogue Products or orders for
Specific Products, to decide the timing of production of the Products, within the limit of the
number of Products ordered.
A Catalogue Product is a Product designed and manufactured by ITEN which can be installed and used
by the Customer without modification, according to the use for which it is designed and defined.
All orders placed by the Customer with ITEN are made in writing. Orders are considered to be firm
(i) either once the Customer has been sent the order receipt confirmation, (ii) upon acceptance by
the Customer of the offer sent to it by ITEN, (iii) or on receipt by the Customer of the goods that
were the subject of the order.
The order specifies the number of Products required, the possible supply duration and a detailed
description of the Products. The name of each Product ordered shall be precisely indicated on the
order form, either by indicating the Product's catalogue reference or by producing a copy of the
offer or estimate produced specially by ITEN and accepted by the Customer.
Orders placed via fax, EDI, internet and telephone are therefore only accepted under the Customer's
responsibility.
ITEN reserves the right to make any technical changes (or improvements) to its Products without
notice.
Specific Products are non-catalogue products developed by ITEN using its technologies, know-how and patents, at the request of the Customer, to meet a specific need that does not exist in the ITEN catalogue. Customer orders of Specific Products not included in the catalogue must follow the procedure below:
ITEN reserves the right not to fulfil any order that has not been previously validated by it.
Unless otherwise explicitly stated in the offer or estimate, any offer or estimate communicated by
ITEN to the Customer is only valid for a period of seven (7) calendar days
In the event that the Customer wishes to provide ITEN with its own plans, models, drawings, studies
or prototypes or the specifications necessary for the development or execution of a specific part,
it undertakes to transmit them to ITEN within a reasonable time to enable ITEN to study them before
starting production.
In the absence of strict compliance with the procedure described above, non-catalogue orders may not
be considered to be accepted and commit the Customer under the conditions provided for in point 3
above.
Unless agreed by ITEN in advance, all prices are expressed in euros, excluding taxes.
The Products are sold according to Incoterm Ex-Work and are exclusive of taxes, with all duties
of any kind and additional taxes being payable by the Customer.
ITEN reserves the right to change prices without notice.
The prices applied are those in force on the day of delivery. Any change to the information used
to establish prices (in particular but not exclusively exchange rates, increase in the price of
raw materials or postponement of the date of the first orders by the Customer compared with the
dates indicated to ITEN) may be passed on, without prior notice, when invoicing for the Products.
Similarly, ITEN may also modify its prices in the event of a unilateral change in the timing of
the order by the Customer.
In the case of the design and/or manufacture of specific tools for the ordering of a non-catalogue
Product, the cost of that design shall be invoiced separately.
Our prices should be understood to be ex-works, not including insurance, packaging and transport.
In the event that a discount is granted, the VAT stated on the invoice shall be reduced by the
amount of VAT corresponding to the discount.
Delivery times are indicative. If necessary, the starting point for the delivery
time shall be postponed until effective payment of the deposit, regardless of its
size, agreed at the time of the order and/or prepayment request. In any case,
delivery time overruns may not give rise to damages as of right. When the indicative
delivery time indicated by ITEN is exceeded by a period longer than the indicative
delivery time initially given, the Customer may notify ITEN of the cancellation of its
order, without the right to compensation from ITEN. All Products are sold Ex-Works and
delivery shall be deemed to have been made once the Products are made available at the
factory to the Customer and/or any third party designated by it. Delivery entails the
transfer of risks of any kind to the Customer, which consequently undertakes to take out
all insurance in this respect. Products are packaged and shipped by ITEN on the Customer's
behalf and at the Customer's expense. In addition, packaging and shipping are always at
the risk of the Customer, which must take out all appropriate insurance for that purpose.
This applies even in the case of transport provided by ITEN and/or a carrier appointed
by ITEN, even free of charge where relevant.
The type of packaging required to transport the Products is at ITEN’s discretion,
unless otherwise agreed with the Customer.
Pursuant to article 1196 of the French Civil Code, ownership of the goods and products
sold is transferred to the Customer only after full payment, without prejudice to the
transfer of risks that occurs upon delivery of the Products to the Customer, which
undertakes to take out all the necessary insurance to cover those risks.
The Customer undertakes to take all measures to protect and individualise the delivered
Products and to inform ITEN so as to allow it free access to the premises where the
goods and Products shall be stored.
In the event of a breach by the Customer of any of its obligations, ITEN may, eight (8)
days after sending formal notice which is not acted upon, claim and repossess the delivered
Product(s) without prejudice to any damages or other rights and actions ITEN may be entitled
to invoke pursuant to these IT&Cs. Said claim may, at ITEN’s discretion, cover all commercial
relations existing at the time of the breach. Return of the Products to ITEN's factory shall
take place at the risk of the defaulting Customer.
In the event that the Products have been resold by the Customer, the Customer undertakes
to assign to ITEN its claim to the resale price of those products as a guarantee
of payment for the ITEN Products and ITEN is hereby authorised to claim payment
directly from the Customer up to the amount of its own claim.
In the event of seizure of Products in the Customer's possession, which still belong, entirely or
partially, to ITEN, the Customer must immediately inform ITEN, all costs incurred to release
the third party's control over the Products belonging to ITEN being payable by the Customer.
Pursuant to article 1196 of the French Civil Code, ownership of the goods and products sold is
transferred to the Customer only after full payment, without prejudice to the transfer of risks that
occurs upon delivery of the Products to the Customer, which undertakes to take out all the necessary
insurance to cover those risks.
The Customer undertakes to take all measures to protect and individualise the delivered Products and
to inform ITEN so as to allow it free access to the premises where the goods and Products shall be
stored.
In the event of a breach by the Customer of any of its obligations, ITEN may, eight (8) days after
sending formal notice which is not acted upon, claim and repossess the delivered Product(s) without
prejudice to any damages or other rights and actions ITEN may be entitled to invoke pursuant to these
IT&Cs. Said claim may, at ITEN’s discretion, cover all commercial relations existing at the time of the
breach. Return of the Products to ITEN's factory shall take place at the risk of the defaulting Customer.
In the event that the Products have been resold by the Customer, the Customer undertakes to assign
to ITEN its claim to the resale price of those products as a guarantee of payment for the ITEN Products
and ITEN is hereby authorised to claim payment directly from the Customer up to the amount of its
own claim.
In the event of seizure of Products in the Customer's possession, which still belong, entirely or
partially, to ITEN, the Customer must immediately inform ITEN, all costs incurred to release the third
party's control over the Products belonging to ITEN being payable by the Customer.
Unless otherwise agreed by ITEN in advance in writing, invoices are payable by transfer
within a period not exceeding thirty (30) days net from the invoice date, at the registered
office, with ITEN reserving the right, particularly for export sales, of making the delivery
subject to payment in advance of all or part of the price of the Products or requiring any
other payment method (letter of credit, etc.). After that period, ITEN shall, if necessary,
add the unduly deducted discount back onto the Customer's outstanding balance.
Any lateness in paying any instalment shall entail, as of right and without prior notice:
Cash payment, an advance payment or the provision of a financial guarantee
(such as a bank guarantee) may particularly be required by ITEN due to the
number of products to be manufactured and/or the specific characteristics of the
products ordered or else if the risk assessment for ITEN changes for any reason.
If the Customer fails to produce the aforementioned guarantee, ITEN may suspend
execution of the order(s).
The Customer undertakes not to invoke a claim against the seller to postpone whole
or partial settlement of an instalment.
By express agreement, ITEN shall always be entitled to offset sums due to the
Customer against sums owed by the Customer.
The Customer undertakes to check the products as soon as they are unloaded, including their
condition, quantity, quality, conformity and visible defects, and to notify ITEN by recorded-delivery
letter of any errors, partial loss or missing delivery within twenty-four (24) hours following receipt of a
delivery and any conformity defects or visible defects within eight (8) days following delivery of the
products.
In the absence of notification within the time-scales specified above, no claim by the Customer shall
be admissible in respect of the nature, condition, quantity, quality, damage, anomaly, partial loss, lack
of conformity or apparent defects in respect of the products delivered.
Claims do not entitle the Customer to defer payment for the Products received, in accordance with the
orders.
Moreover, in the event of damage, partial loss or missing items, the Client or its agent shall be
responsible for recording any findings required and taking any protective measures provided for by
law, under penalty of incurring its personal liability.
The Client must notify its reservations by registered letter with acknowledgement of receipt to the
carrier (with a copy to ITEN) within three (3) days, excluding public holidays, following receipt of the
products, in accordance with Article L133- 3 of the French Commercial Code, under penalty of losing
all recourse against the liable parties and, as the case may be, against ITEN.
As the Products are not subject to any obligation to affix or be identified by batch numbers, no claim
by the Customer relating to batch numbers shall be admissible.
ITEN Products are sold on a firm basis. They may exceptionally be returned only
on written acceptance with an offsetting order and in accordance with the return
procedure available at www.iten.com.
Returned Products must be in perfect condition, in their original packaging and
show no signs of disassembly, installation or use. The corresponding credit note
shall be subject to a reduction of 10% to 50% on the price initially invoiced
(invoice attached), according to the methods defined in the procedure available
on request.
Returned Products shall ship at the Customer's expense (postage paid return).
No returns shall be accepted if their total amount is less than €100 excluding taxes.
Within the framework of the manufacture of a specific Product ordered by the
Customer and which require particular technical competence, ITEN reserves the
right to employ one or more sub‐contractors, for all or part of the production of that part.
Products made by the subcontractor(s) on behalf of ITEN are guaranteed in
accordance with the warranty provisions of ITEN Products as defined below
in the "WARRANTY" section.
ITEN Products are guaranteed by the legal defective products warranty.
ITEN undertakes to provide Products that comply with the order, under the conditions agreed
with the Customer.
In any case, the warranty – including the hidden defects warranty defined in articles
1641 et seq of the French Civil Code – applies for a period expiring twelve (12) months
after the date of delivery.
The warranty only applies to Products invoiced by ITEN that clearly include the trademark
and traceability information or the reference label affixed by ITEN. The warranty is excluded
if the defect is caused by abnormal conditions of use in particular: by overloads, by
faulty maintenance, by an unspecified application not strictly defined in the order
or contrary to the precautions of use provided with the Products or use contrary to the
Products’ intended purpose, in particular a use for and/or inside the human body or of
a device intended for the body of a human or an animal (except with ITEN's explicit agreement),
by an assembly not compliant with ITEN's instructions or contrary to industry standards,
by improper storage, by other components
or additional equipment, if non-compliant spare parts are used or if changes are made to
the products without ITEN's express consent , or by normal wear and tear to the Products.
As soon as it notices any defect or non-conformity in respect of the delivered Products,
the Customer must inform ITEN within ten (10) days by recorded-delivery letter. Otherwise,
the Customer loses its warranty right.
A part is considered defective when the defect reported by the Customer can be replicated
by ITEN by reference and comparison to normal conditions of use within the framework of a
technical analysis carried out by ITEN. ITEN shall not be liable for any defect in respect
of non-catalogue parts, if the Product conforms to the specifications, drawings or other
recommendations/requests defined by the Customer.
The warranty is expressly limited to the free replacement or repair of defective parts or
refund of the Products, to the exclusion of any compensation for any reason whatsoever.
Labour costs for dismantling and reassembly of those Products on equipment or other
materials and, if necessary, travel expenses for an ITEN technician are borne by the Customer.
The decision whether to replace or refund the defective product lies exclusively with ITEN.
Replacements under warranty may not have the effect of prolonging the initial duration
of the warranty.
Products or items replaced and recovered by ITEN become its property.
Any warranty request must be accompanied by the Customer sending a report specifying
the case number, the type of product, any serial number on the Product, the number
of hours of use, repair date and, more generally, any information necessary for individual
and precise identification of the Product in question, as well as a clear description of
the alleged defect.
Warranty returns of goods or claims must systematically be the subject of a return case request
issued by ITEN and follow ITEN procedures.
Any warranty claim submitted by the Customer is considered to be pending until ITEN has made
its decision.
In the event of a recognised defect affecting several Products in the same series, ITEN may,
if necessary, take any measure to put an end to the defect, such as the recall of one or
more part(s) in the same series or recall of the Products.
The Customer undertakes to comply with all regulations relating to the
Products (including all EU regulations concerning their marketing or export)
(including restrictions on use such as the prohibition to use the Products
in any living being, unless with the explicit prior permission from ITEN)
without ITEN's liability being incurred in this respect.
In particular, ITEN transfers to the Customer all processing, recycling and/or collection obligations,
of any kind (legal, regulatory, etc.) applicable to the Products, the Customer releasing ITEN
from all liability/guarantees in this respect.
The Customer may, in accordance with the law and for the sole purpose of representing
and marketing the products, make reference to ITEN trademarks and names in the
context of its activity, strictly ensuring that such reference cannot create
confusion between the Customer and ITEN and may not harm or infringe ITEN,
its trademarks and/or its name.
Any reference to ITEN’s trademark and/or name on a website requires, in addition to the preceding conditions:
In the event of any kind of breach by the Customer and eight (8) days after formal
notice sent by recorded-delivery letter which is not acted upon, ITEN may either
suspend or refuse to perform its service or else terminate the relationship with
the Customer, without prejudice to any damages that ITEN reserves the right to request
to rectify the resulting damage. Any deposits or partial payments paid by the Customer
shall remain acquired by ITEN, as initial damages.
The cancellation shall affect the order which is the object of the breach and any other
previous unpaid orders, whether delivered or in the process of delivery and their payment,
whether due or not.
ITEN reserves the right to terminate the relationship in the event of termination of business,
recovery or liquidation, death of the Customer's legal representative and/or significant
change in the Customer's share capital.
Force majeure exists when an event beyond the relevant party's control, that
could not reasonably be expected at the time of the conclusion of the contract
and the effects of which cannot be avoided by appropriate measures, prevents
the performance of its obligation by the party in question. If the impediment
is temporary, the contract shall be suspended. If it is permanent, the contract
shall be terminated as of right.
Examples of force majeure events include, but are not limited to floods, prolonged power failure, fire,
total or partial destruction of ITEN's working tools, war, embargo, legal prohibitions to sell
to a particular country, insurrection, strike whatever the cause, lockout, earthquake, storm,
tornado, machine breakage, failure of third parties, etc.
All contractual documents, negotiations that led to their conclusion as well as all
the documents exchanged between ITEN and the Customer are strictly confidential
and neither party may disclose them to a third party.
The Customer undertakes to respect the confidential nature of the information of
which it may become aware while fulfilling the contract and also undertakes to
enforce this obligation on its employees as long as they are in its service.
This obligation remains valid even after the end of the contract for a period of five (5) years.
If one or more provisions of the contract are held to be invalid by law or regulation,
or declared to be invalid by a final decision of a competent court, they shall be
deemed unwritten, the other provisions of the contract (or other contractual documents)
keeping their force and scope, and shall not affect validity or continuation of contractual
relations overall, unless it is a clause which was decisive for one of the parties on the
date contractual relations are concluded.
In that case, the parties shall negotiate in good faith to replace that clause with a
valid clause reflecting their original intention.
Any tolerance relating to the application of the terms and conditions entered into by the Customer may under no circumstances, regardless of the duration or frequency, be considered to be an amendment or suspension of those clauses and obligations accepted by ITEN.
These IT&Cs and the relations between ITEN and the Customer are expressly subject to French law.
Any dispute arising out of the relations or an order shall be subject to the exclusive
jurisdiction of the Lyon Commercial Court, even in case of third party appeals, summons
to attend urgent proceedings for urgent measures or in the case of more than one defendant,
if necessary by derogation to any legal provisions which may be applicable.
Since ITEN reserves the right to amend the IT&Cs, the Customer is responsible, before placing any
order, for verifying that it is in possession of the current IT&Cs. An up-to-date version
of the Terms and Conditions of Sale is available from the ITEN website (www.iten.com).