Terms and conditions of sale

Scope of application :
These terms and conditions govern the contractual relationship between Together Plus and the purchaser (the “Client”). Any order, regardless of its form, implies the Client’s full and unconditional acceptance of these general terms and conditions of sale. Together Plus reserves the right to modify its general terms and conditions at any time. The general terms and conditions of sale applicable are those in effect on the date of the Client’s order.
Any conditions or documents contrary to these terms provided by the Client shall not be enforceable against Together Plus. If one or more clauses of these terms are declared null or unenforceable by a court of law, the validity and enforceability of the other clauses shall in no way be affected or questioned.
Please note that Together Plus exclusively serves professionals, specifically companies capable of providing a company registration certificate (such as a Kbis) or an equivalent document and/or an intra-community VAT number.

Order :
To be valid, the order must specify, in particular, the quantity, type, product references being purchased, the agreed price, payment terms, as well as the place and date of delivery. All orders are formalized by sending a purchase order to Together Plus by mail, fax, or email.
The order becomes firm and final for the Client upon its validation by Together Plus, either by fax or email.
The confirmation of the order by Together Plus may also be implicit following the issuance of an invoice corresponding to the order.

Modification – Cancellation :
Together Plus reserves the right to make changes to an order, provided that the replacement products are of equivalent technology and price. The Customer will be informed by any means. Any order modification requested by the Customer before delivery is valid only after express prior acceptance by Together Plus.
All orders are subject to available stocks. No cancellation of the order by the Customer will be accepted without the express prior agreement of Together Plus. In case of cancellation of the order not attributable to Together Plus, an amount corresponding to a share of 10% of the price excluding taxes of the order, or an amount equal to 400 € for any order for a price of less than 4000 euros excluding taxes, may be retained or charged by Together Plus to the customer as compensation.

Prices :
Unless expressly agreed otherwise in advance by Together Plus, particularly in the case of FOB sales, prices are stipulated in euros or usd, exclusive of taxes and royalties. All duties and taxes currently applicable or that may become applicable will be invoiced in addition. Together Plus reserves the right to change its prices at any time. The applicable price will be that in force on the day of the order.

Payment :
Invoices are payable on the invoice date by bank transfer. Any sum not paid by the due date shown on the invoice will incur penalties equal to three times the current legal interest rate. These penalties will be applied automatically on the day following the due date of the invoice, without prior formal notice. The amount of these penalties will be deducted from any discounts, rebates or discounts due by Together Plus. In case of payment by bill of exchange, failure to return the bill of exchange is considered as a refusal of acceptance assimilated to a default of payment. Similarly, in case of payment by instalments, non-payment of a single instalment shall result in immediate payment of the entire amount outstanding, without prior formal notice. In the event of late payment, Together Plus may suspend all orders in progress, without prejudice to any other course of action.
In the event of non-payment on the due date, in addition to late payment interest, Together Plus may unilaterally suspend or terminate all current orders, without prejudice to any damages. Whatever the cause of the delay, any invoice recovered by legal action shall be increased, as a non-reducible penalty clause within the meaning of article 1231-5 of the Civil Code, by an indemnity fixed at a flat rate of 10%. Any deterioration in the Customer’s credit may justify the requirement of guarantees or payment in cash or by bill of exchange payable on sight, before execution of the orders received.

Delivery :
The delivery times indicated by Together Plus are indicative and exceeding these times may not give rise to any cancellation of the order or compensation to the Customer. Delivery can only take place when the Customer has paid for previous orders. Products may be delivered carriage paid to the Customer for orders of €5,000 or more excluding VAT, unless the parties have expressly agreed otherwise. The risks of the products during delivery operations are borne by the Customer. On receipt, the Customer must check that the goods are in good condition. In the event of shortages or damage, the Customer must make written reservations on the transport document. These reservations must be confirmed to the carrier by registered letter within three working days, not including public holidays, following delivery, in accordance with article L.133-3 of the French Commercial Code. Within the same period, the customer must inform Together Plus by registered letter with acknowledgement of receipt. In the absence of confirmed reservations within the time limits and forms specified above, the Client may not invoke the guarantee and the apparent defects will be purged.

Receiving :
Without prejudice to the measures to be taken with regard to the carrier, complaints about apparent defects or the non-conformity of the product delivered with the product ordered or with the dispatch note must be made in writing within three working days of the arrival of the products. The Customer must provide full justification as to the reality of the defects or anomalies observed. The Customer must allow the seller every opportunity to ascertain these defects and to remedy them. He shall refrain from intervening himself or having a third party intervene for this purpose. For products sold in packaged form, the weights and measures at the time of delivery shall be taken as proof of the quantities delivered.

Returns :
All product returns must be subject to prior formal agreement between Together Plus and the Customer. Any product returned without this agreement can not give rise to the establishment of a credit. The costs and risks of return are always borne by the Customer. No returns will be accepted after a period of 2 weeks following the date of delivery. Goods returned must be accompanied by a returns note to be attached to the parcel and must be in the condition in which Together Plus delivered them. In case of apparent defect or non-conformity of the products delivered, duly noted by the Customer under the conditions provided above, the Customer may obtain free replacement (transport costs to be borne by the customer), or refund of products at the option of Together Plus, excluding any compensation or damages.

Warranty :
Together Plus warrants the products to be free from defects in materials and workmanship for a period of twenty-four months from the date of delivery. Interventions under the warranty may not have the effect of extending the initial duration thereof. It is up to the Customer to provide any justification as to the reality of the non-conformity and to allow Together Plus any facility to proceed to the observation of this non-conformity. Any return accepted by Together Plus, after verification of the goods returned, taking into account the use that has been made an exchange within the limits of available stocks or a refund in value of goods, excluding any compensation.

Liability :
Together Plus declines all responsibility in the event of damage caused by the products sold to the Customer, the sub-purchaser or a third party. The Customer may not obtain from Together Plus any compensation or damages for the loss suffered, greater than the selling price of the product in question.

Retention of title clause :
In accordance with Articles 2367 et seq. of the French Civil Code, the transfer of ownership of the goods is subject to full payment of the price, payment being understood to mean the actual collection of the sums due. The reservation of ownership does not prevent the transfer of the risks of the products to the Customer as soon as the order is placed. In the event of non-payment by the Customer, Together Plus may, without prejudice to any other action, demand the return of the goods, at the expense and risk of the purchaser. In the event of reclamation, the advance payments already made shall be retained by the seller as compensation. The Customer is authorised to resell the products sold under retention of title in the course of its business. However, it undertakes, in the event of resale, to immediately pay the balance of the price still due to Together Plus or to inform sub-purchasers that the said goods are subject to a retention of title clause and to notify Together Plus of this transfer so that it can preserve its rights and, where applicable, exercise a claim on the price against the sub-purchaser.

Confidentiality :
All technical or commercial information, projects, communicated by Together Plus remain its property. Under no circumstances may the Customer submit documents or samples to third parties without the express authorization of Together Plus. The Customer undertakes to maintain the strictest confidentiality of all information to which they have access, particularly in the development of prototypes.

Personal data :
Together Plus recognises the importance of respecting privacy and regulations relating to the protection of personal data (French Data Protection Act of 6 January 1978 and Regulation 2016/679 on the protection of individuals with regard to the processing of their personal data and on the free movement of such data).

Seller’s obligations :
Together Plus will only collect personal data for the purposes of the services to be performed for the Customer and will only use personal data provided by the Customer in the context of their contractual or commercial relationship, or upon specific instruction from the Customer. Together Plus will retain the personal data provided by the Customer in accordance with the retention periods determined by the Customer. The Customer acknowledges that in the absence of a written instruction, Together Plus will only keep the retained data for (12) months from the termination of the contractual relationship. The Customer assumes all the consequences of this period in the event of failure to provide written instructions. At the end of this period, Together Plus destroys the data concerned. Together Plus undertakes not to mix the personal data provided by the Customer with the personal data of other customers. Together Plus undertakes, in the event of a breach of security (1) to alert the Customer as soon as possible and to provide it with the necessary but reasonable information (and within the limits of the seller’s confidentiality obligations), (2) to assist the Customer and, where appropriate, the CNIL or any public authority in this context and (3) to participate, in a reasonable manner, in the implementation of corrective measures.
Together Plus undertakes to assist, within reasonable limits, the Customer with regard to any written and specific request relating to the exercise of a right or obligation referred to in European Regulation 2016/679, and in particular:
– the implementation of the rights of data subjects (for example, right to portability, right of access and rectification);
– participation in a privacy impact assessment.

Client’s obligations :
As the data controller, the Customer has its own obligations, the main ones of which are as follows:
The Customer declares and guarantees that it has made all the necessary requests for authorisation for the collection, processing, transfer and storage of the personal data used or required for the performance of the present contract.
If the Customer has set up an IT and freedoms correspondent, it guarantees that it has created, maintained and kept up to date a data processing register containing all the compulsory information. In any event, the Customer undertakes to create, maintain and keep up to date a data processing register containing all the information required under Regulation 2016/679.
The Customer declares and guarantees that it has informed the persons concerned of all their rights and of the mandatory information as referred to in the applicable regulations and that, where applicable, it has obtained their consent in accordance with the applicable regulations.
The Customer has put in place internal procedures to demonstrate compliance with the regulations in its capacity as data controller.
The Customer has put in place internal procedures to demonstrate compliance with the principle of taking into account the principles of data protection by design and data protection by default.
The Customer declares that it has implemented a series of technical and organisational security measures aimed in particular at :
– guarantee the confidentiality, integrity, availability and resilience of the information systems processing personal data, in accordance with the state of the art and the present terms and conditions ;
– to restore, where necessary, the availability of and access to personal data, in accordance with the state of the art and these terms and conditions.
In addition, the Customer has put in place an annual procedure for testing, analysing and evaluating the technical and organisational security measures put in place.
As the data controller, the Customer undertakes and guarantees to determine, for each type of data and each purpose, a retention period that complies with the regulations in force. The Customer undertakes to inform the seller of these retention periods in writing and without delay.

Applicable law and jurisdiction :
These terms and conditions and any contract with the Customer are governed by English law. In the event of any translation of these terms and conditions, the English text shall prevail.
ANY DISPUTE RELATING TO THESE TERMS AND CONDITIONS OR TO ANY CONTRACT WITH THE CUSTOMER SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF LONDON, INCLUDING IN THE EVENT OF SUMMARY PROCEEDINGS, MULTIPLE DEFENDANTS OR THIRD PARTY PROCEEDINGS.