GENERAL TERMS AND CONDITIONS OF SALE

Last update: 11/02/2024

Scope

These general terms and conditions of sale apply to all online purchase transactions, through its website www.eurocodes-tools.com, concluded between SAS Optimax Structures, headquartered at 24 rue du Gouverneur Général Eboué, 92130 Issy-les-Moulineaux, France (hereinafter referred to as 'Optimax Structures') and any customer wishing to benefit from the pre-study services and execution studies of the software for calculating metal structure for parking shade structures, in Software as a Service (SAAS) mode.

These general terms and conditions of sale also apply to any purchase of studies carried out outside the online software by Optimax Structures being marketed via a traditional sales cycle (request-quote-order-hypothesis validation-execution-deliverable-billing).

Standard parking shades whose models are integrated into the software on the website are governed by marketing via the website only, and all other shades or other static calculation projects (hangar, etc.) of metal structure are governed by traditional marketing.

These general terms and conditions exist in French and English, and the reference version, in case of dispute, is the French version. The fact that Optimax Structures does not invoke any of the clauses of these general terms and conditions cannot be interpreted as a waiver of subsequently invoking these clauses or these general terms and conditions and does not constitute tacit waiver.

Unless expressly derogated in writing by Optimax Structures, the general terms and conditions of sale take precedence over any other document and, together with the order acknowledgment, constitute the entire contract, except for any contrary document, including all general terms and conditions of purchase emanating from the client, prior, concomitant, or subsequent to these.

1- Quotes - Pricing Schedule

The pricing schedules applied in the context of traditional sales by Optimax Structures take into account the time required to carry out the requested service and any additional services required by control bureaus, limited notably to requests for information or a more detailed explanatory note. Any additional calculation requests concerning an existing report are considered an additional service. The completion of an additional service request solicited by a third party to the contract as part of preparing a quote would only be carried out after the buyer's agreement and after acceptance of a new quote or additional quote, this applies to traditional sales as well as sales via the website.

2- Offers orders and invoicing

Commercial quotes from Optimax Structures are valid for a period of 30 days from their date of issue in the case of traditional sales.

All offers (traditional sales and WEB sales) proposed by Optimax Structures are always without a commitment to a deadline, unless expressly stated in writing.

Orders must be placed in writing without exception and electronically or via the web platform www.eurocodes-tools.com.

Optimax Structures delivers its invoices in electronic format to the email address provided by the buyer. The buyer agrees to receive invoices exclusively in electronic format.

Pre-project study orders made through the Eurocodes Tools internet platform are considered firm once the user has validated their project by clicking the 'PRELIMINARY PROJECT FOR ESTIMATION' button or a similar button, subject to the present terms and conditions. This project can be modified for 60 days, and up to 20 calculations and an unlimited number of .pdf printouts can be generated from the AVP study by clicking the 'PRINT THE REPORT' button in .pdf format. The pre-project study will remain stored in its final version for 3 years on the Eurocodes Tools server.

Execution study orders made through the Eurocodes Tools internet platform are considered firm once the user has validated their project by clicking the '50 CREDITS GET MY EXECUTION CALCULATION NOTE' button or a similar button, subject to the present terms and conditions. The assumptions of the execution studies are analysed by the engineering team, then confirmed to the client via mail and thus considered firm from this confirmation. The study result is sent to clients via email, it is also accessible via 'PRINT THE REPORT' in .pdf format and remains stored in its final version for 3 years on the Eurocodes Tools server.

The client can provide privileged access to the results of the execution study to their project's control office. Thus, any written or oral exchanges can be made based on this consultation of the electronic document stored on the Eurocodes Tools server.

3- Pricing Conditions and Payment Terms and Credits or Online Token Distribution

The price and its payment for the use of online software available on the website www.eurocodes-tools.com are made through the purchase of credit points, also called tokens. Payment is made exclusively by immediate debit from the credit card entered in the payment interface (external service provider site).

The unit value in Euro of the credit point is announced on the website. By purchasing a volume predefined by Optimax Structures, this unit value decreases with the increase in the volume purchased. The credit points purchased for studies on the internet platform cannot be used to pay for traditional studies of metal structures not integrated into the online software on the Eurocodes Tools platform.

Optimax Structures reserves the right to modify the rates at any time before, during, or after the conclusion of the contract, depending on market developments and economic circumstances. In the event of a price decrease, no right to compensation can be claimed by the customer. Credit points or tokens are in no case refundable and cannot be transferred to another legal entity. The same right to modify can be exercised by Optimax Structures regarding other information provided, including technical data from the software.

All fees and prices are indicated, unless otherwise specified, excluding shipping costs, export fees, if any (for example, customs duties), and applicable VAT. For deliveries to EU countries, VAT is removed upon publication of the tax identification number.

3.1- Pricing Conditions and Payment Terms and Discounts for traditional orders outside the internet platform:

Structural studies carried out outside the www.eurocodes-tools.com platform concern all studies that cannot technically be carried out on the latter. These studies will be carried out by Optimax Structures' internal study office, or by subcontractors acting on behalf of Optimax Structures.

Optimax Structures expressly reserves the right to require for certain sales the provision by the customer of payment guarantees or payment in cash on delivery.

Unless otherwise agreed between the parties, in accordance with the provisions of Article L 441-10 of the Commercial Code, the payment term for invoices is set at 30 days from the date of issuance of the invoice for traditional sales. Payment is understood as the effective collection of the price, and not the mere delivery of any title whatsoever.

After the expiry of the 30-day period in case of late or non-payment of an invoice, and 8 days after a reminder sent by registered letter remains unsuccessful, Optimax Structures reserves the right to suspend, postpone, or even cancel the contract without the customer being entitled to claim any compensation. After this period, in the event of total or partial non-payment regardless of the termination of the order and the contract, and after a reminder sent by electronic and/or registered mail to the buyer, late penalties will be contractually applied to the buyer.

Late penalties will be due automatically and will run until the full payment of the amounts due. In the event of recovery through judicial or extrajudicial means, a flat-rate compensation of 12% calculated on the amount of unpaid sums will be automatically due by the buyer in addition to the late penalties. All judicial costs are borne by the buyer. Any partial payment will be allocated in accordance with Article 1254 of the Civil Code to the oldest invoices. The buyer shall bear and reimburse all costs incurred due to default of payment and the recovery of sums due, including the fees of ministerial officers and/or collection companies and/or lawyers. Non-payment on the due date stipulated herein or specifically, or at any term in the case of staggered payment, results automatically in the immediate eligibility of any sum remaining due on the client's account in our books, even if part or all of the debts composing this balance have not yet fallen due.

By signing the contract and the general terms and conditions, the buyer contractually waives any amicable or judicial claim, invoking any disorder, damage, or prejudice in order not to settle the sums due to Optimax Structures. No discount or rebate will be granted for early payment unless expressly agreed between the parties. The services offered are not subject to discounts or rebates except as stipulated in our quotes and expressly agreed between the parties.

4- Use of online software (SaaS)

Optimax Structures owns all the software it has developed, protected, and made available for unitary use for a fee to customers using it via the website www.eurocodes-tools.com. The products and/or services purchased are subject to the conditions of the General Conditions, the Special Conditions, and additional conditions accompanying or otherwise designated by Optimax Structures as governing the use and/or access to these products and/or services.

The Terms of Use can be viewed here : Terms of Use

By clicking on the 'Purchase Credits' button or a similar button and/or accessing 'Our offers,' you acknowledge having read and being bound by, and using each product and/or service in accordance with these General Conditions, Special Conditions, and applicable Terms of Use.

5- Delivery and Delivery Times

Study or pre-study reports are delivered by Optimax Structures exclusively in .pdf document format printable via the website or in the case of traditional studies sent via email. No report, whether physical or digital (USB, CD-ROM, or others), is to be provided by Optimax Structures. The customer will, at their sole responsibility, proceed to print their study or pre-study report in .pdf format via the 'print report' button or similar button. The delivery times provided when ordering is given as an indication. Any delays do not entitle the buyer to cancel the sale, refuse the ordered service, or claim damages.

6- Force Majeure

Optimax Structures undertakes to make every effort to ensure a service in accordance with the order within the framework of an obligation of means. However, since these services are mainly provided using computer hardware and software, Optimax Structures will be released from any obligation towards the buyer in case of force majeure. Are considered force majeure, in addition to those usually retained by the case law of French courts and tribunals, transport blockages for any reason whatsoever, unavailability or service interruption of third-party providers or subcontractors, the judicial liquidation of one of the suppliers or subcontractors of Optimax Structures, the blocking or disruption of means of communication, telecommunications, or the internet. Also considered as force majeure events exempting from liability, the impossibility for Optimax Structures to deliver its service due to strikes by transport services, internet access providers, due to data loss due to a computer virus on the network. Neither party shall be held liable towards the other for the non-performance of the provisions of these general terms and conditions of sale in case of force majeure, labour dispute, or any other event beyond the control of the seller and independent of its will.

7- Retention of Title

Optimax Structures retains ownership of the software and will only transfer the right to use the online software available on its www.eurocodes-tools.com platform after full payment of the price contractually provided for, within the framework of these general terms and conditions of sale. In the event of the buyer's receivership or judicial liquidation, any element of the service may be claimed by Optimax Structures.

8- Intellectual Property of Services

Optimax Structures holds all intellectual property rights and other property rights relating to the software and retains all rights not specifically granted to the customer. By accepting the order and payment of the price, Optimax Structures grants the buyer ownership of the designs generated for their own benefit. However, the buyer cannot object to the seller's use of general concepts known to all and commonly used in the profession, even if these concepts have already been used to the buyer's advantage. Calculation methods, native calculation or drawing files remain strictly confidential and the exclusive property of Optimax Structures. All texts, photos, and design elements are protected by copyright of Optimax Structures. Distribution or commercial use without explicit authorization is not permitted.

9- Privacy Policy and GDPR

The software licensed by Optimax Structures may collect various data concerning users and stored in the customer database and/or project database. Customer's personal data are not communicated to third parties and remain in the database. However, this data may be disclosed in accordance with a law, regulation, or decision of a competent regulatory or judicial authority. In accordance with the right of opposition provided for by Law No. 78-17 of January 6, 1978 relating to computers, files, and freedoms, the Customer has the possibility to request any explanation. Optimax Structures does not collect Cookies. Technical data necessary for the software is only retained for the necessary duration. In the event that Optimax Structures should have access to the personal data of a customer, this data would be anonymized and retained for exclusively statistical purposes and not used for any commercial exploitation. All information exchanged between Optimax Structures and the customer, regardless of their medium, is considered strictly confidential. Optimax Structures and the customer mutually undertake to protect confidential information and not to disclose it to third parties without the prior written authorization of the other party. This confidentiality obligation will not apply to information that was in the possession of the parties before its disclosure without such possession resulting directly or indirectly from the unauthorized disclosure of this information by a third party. Information that has become public domain and that which must be disclosed by law or a competent judicial or administrative authority or is necessary for the needs of legal action or procedure, is not considered confidential. The confidentiality obligation applies during the term of the contract and for 5 years following its termination, regardless of the reasons for termination.

10- Software Use and Liability

The software as well as the online services offered by Optimax Structures are an aid for calculating the mechanical (static) resistance of a metal structure subject to permanent and external loads such as snow and wind at a given location. The user is responsible for the accuracy of the calculations. The software and programs are created in good faith and carefully verified before being released to the market. The user is responsible for the accuracy of the input of calculation assumptions under their sole control, direction, and responsibility communicated via the software. Optimax Structures cannot be held responsible for the client's misuse of the software. Optimax Structures is not responsible for the quality, availability, and reliability of telecommunications networks, of any nature, in case of data transport or internet access. If the liability of Optimax Structures were engaged, the customer acknowledges that the compensation that could result from it, both in principle, interests, and costs, would be limited to the direct and foreseeable damage suffered by the customer without exceeding the sums paid by the latter. Optimax Structures shall not be liable to the customer or third parties for unforeseeable damages and for any indirect damages such as loss of business, loss of profit or image, or any other financial loss resulting from the use or impossibility of using the software. Indirect or consequential damages are strictly excluded. Any legal action against Optimax Structures must be brought within 12 months from the occurrence of the event giving rise to it.

11- Assignment of Contract

Neither party may assign all or part of its rights and obligations under these without the prior written consent of the other party. Such assignment must be made by written agreement. Optimax Structures reserves the right to assign or transfer all or part of its rights and obligations under these general terms and conditions to any third party of its choice without informing the user or the customer.

12- Applicable Law - Disputes - Mediation

These general terms and conditions are subject to French law. All disputes between Optimax Structures and a customer will be submitted to the competent French courts, notwithstanding multiple defendants or third-party proceedings, even for urgent or interim proceedings in summary proceedings.