Terms and conditions
INO VR's purpose, whether directly or indirectly, is the distribution and sale in France and abroad, of any and all products, software, hardware and services, in the fields of IT, Virtual Reality and Augmented Reality (hereinafter referred to as the "Products") as well as the provision of various associated services, such as refurbishment, advanced logistics, pre-configuration, technical support... of all or part of these Products (hereinafter referred to as the "Services").
Sales of Products, as well as Services provided by INO VR, are subject to the present general terms and conditions (hereinafter referred to as the "General Terms and Conditions"), which constitute the basis for business.
These Terms and Conditions can be found and downloaded on our website www.ino-vr.com. In the event that a foreign language translation (e.g. English) is made available to the Customer by INO VR, the original French version shall prevail.
Contrary clauses in special conditions prevail over these Terms and Conditions once they are signed by INO VR and the Customer. By placing an order, the INO VR customer (hereinafter the "Customer") is deemed to have read these Terms and Conditions.
The fact that the Customer places an order with INO VR implies full acceptance of these Terms and Conditions and the express exclusion of any other condition of the Customer or any document emanating from him/her that is not signed by INO VR. Together with any special conditions signed by the parties, they constitute the only contractual documents between the parties.
The fact that INO VR does not enforce any of these Terms and Conditions at a given time may not be interpreted as a waiver of the right to enforce said terms and conditions at a later date.
If one of the conditions of these Terms and Conditions proves to be invalid, the Parties agree to negotiate in good faith the replacement of the invalid condition, with all other conditions remaining in force.
Should the case arise, any new version of these Terms and Conditions communicated by INO VR to the Customer will apply to any new order regardless of the previous relationship between INO VR and the Customer.
Any new INO VR Customer must, prior to placing an order, apply for an account on the INO VR website by filling out a form and providing all the documents required by the online account opening procedure.
For each account application, INO VR conducts a financial study. Based on the information provided, INO VR may deny the opening of an account if the information is not satisfactory according to the established objective criteria of INO VR. Furthermore, upon opening an account, INO VR determines, based on said objective criteria, an outstanding amount beyond which each order or part of an order must be paid in cash at the time of order by bank transfer. INO VR retains the right to close and/or reduce the outstanding balance, at any time, of an account in the event of late payment or new financial information that does not comply with the objective criteria established by INO VR for the granting or maintenance of an account.
All sales offers for Products/Services are subject to available stocks/capacities/teams. In the absence of a stipulation to the contrary in the proposal, the period of validity of an offer or proposal for Products or Services is one week.
The contract is definitively established as soon as INO VR sends the Customer an Acknowledgement of Purchase Order. In accordance with the law, no order or final contract can be partially or totally cancelled by the Customer.
All orders must contain the following information:
The features of the Products and Services are given in INO VR's price list provided to the Customer before the order is placed and can be found on INO VR's website. The Customer, who is a professional, is the only one able to choose Products and/or Services based on the information provided by INO VR. Upon request, INO VR can answer any questions about the product or service features.
This choice is therefore made under the sole responsibility and liability of the Customer. In the event that the Products or Service are unsuitable for the Customer's needs, the Customer acknowledges that he/she is solely responsible for the choice he/she has made and is therefore solely liable towards INO VR. The Customer agrees to take out any insurance policy necessary to exonerate INO VR from all liability in the event of disputes with its own customers.
INO VR will provide its Customers, free of charge, with data and information relating to the Products or Services, such as the stock levels of the Products, as well as the ordering system online.
Prices for Products and Services are set, accordingly, by INO VR's standard prices in effect on the day of the order or as part of a specific offer from INO VR.
INO VR may alter its prices at any time (except in the case of a specific offer during the validity period). It is therefore the Customer's responsibility to check the prices in effect at the time of the order.
The amount of delivery costs is calculated and generated automatically for each order. The amount of the delivery charge is shown on the order summary, before the payment is completed.
For all products shipped outside the European Union and/or French overseas departments and territories, the price is automatically calculated tax-free on the invoice. Customs duties or other local taxes or import duties or state taxes may be payable in certain cases. These rights and charges are not the responsibility of INO VR. They are the responsibility of the Customer ( statements, payment to competent authorities, etc.). Consequently, INO VR advises the Customer to inquire about these aspects with the competent local authorities.
INO VR will, depending on the applicable regime, automatically apply any new tax or any increase in the rates of existing taxes.
The following terms and conditions apply to partial and/or full deliveries.
If the Customer does not have a credit line, orders are payable in full by credit card (exclusively via the INO VR website) or by bank transfer. Cash or cheques are not accepted.
If the Customer benefits from a line of credit, a payment delay that can in no case exceed the maximum delays provided for by the legislation applying to these Terms and Conditions of Sale may be granted. Any Customer wishing to benefit from a line of credit should send their request via email: @finance. INO VR remains entirely free to grant or refuse a line of credit to the Customer according to the results of the financial analysis conducted by its teams.
If a credit line is set up, the Customer may pay by bill of exchange, bank draft, bank transfer or credit card. When making payments, it is imperative that the Customer provide details of the lettering by email to: @finance. INO VR may alter or terminate at any time the credit line granted to the Customer, who shall be notified.
In compliance with articles 1344 and 1231-6 paragraph 2 of the French Civil Code, the due date of one or more invoices will constitute an automatic notice to pay from the Customer, without any further formalities.
In the event of failure to pay part or all of an invoice, or of a due date, in the case of installment payments, INO VR reserves the right, until full payment of the current invoice, to suspend any delivery or any current contract, to terminate any current contract, and this, without prejudice to any damages that may be claimed by INO VR and without any right to claim on the part of the Customer. Furthermore, any other unpaid invoice will become immediately due and INO VR will be entitled to demand immediate payment of all unpaid invoices, the amounts of unpaid invoices will be increased by fees arising from the delayed payment. Invoices will be payable in full at the time of order in the event of overdue payments.
Should payment not be received by the agreed due date, the Customer shall pay, in addition to the principal amount, :
In the event of collection by bailiff or court, the Customer must pay, in addition to the principal amount, as a penalty fee, a fixed amount of 15% of the sums due, without prejudice to conventional interest, as well as all costs and fees for collection.
En outre, INO VR peut demander au Client de lui fournir des garanties de paiement, notamment par caution bancaire. Le cas échéant, INO VR peut retenir la livraison des Produits et réalisation des Services concernés jusqu'à la présentation de la garantie. L'encours accordé est une faculté de INO VR qui se réserve le droit de le modifier à tout moment en fonction des informations financières du Client.
In case of disagreement regarding the amount invoiced, the Customer has a period of seven (7) days from the date of the invoice to notify INO VR by registered mail with acknowledgement of receipt, of his disagreement accompanied by all corresponding supporting documents. Failing this, the invoice is deemed irrevocably accepted by the Customer. In the event of a dispute, the Customer agrees to pay the undisputed amounts without delay. INO VR will inform the Customer of the action they intend to take on the dispute. The rejection of the dispute by INO VR will render the remaining sums due immediately payable.
Products are delivered to the delivery address indicated when the order was placed and within the time indicated. This delivery time does not take into account the time required to prepare the order.
When the Customer orders several products at the same time, they may have separate delivery times.
In the event of a shipping delay, INO VR shall inform the Customer.
INO VR provides a dedicated telephone contact point (cost of a local call from a landline) indicated in the order confirmation email in order to ensure the tracking of the order.
INO VR rappelle qu’au moment où le Client pend possession physiquement des produits, les risques de perte ou d’endommagement des produits lui sont transférés. Il appartient au Client de notifier au transporteur toute réserves sur le produit livré.
Delivery times for Products or Services are given solely as an indication and are subject to INO VR's supply possibilities and INO VR's schedules. Consequently, failure to meet these deadlines does not constitute grounds for cancellation of the order or for any damages whatsoever.
In the case of firm deadlines duly accepted by INO VR, these will only begin to run from the date of confirmation of the order by INO VR and receipt of payment in the case of a payment upon order request as per article 5.2, and in no case before.
When the Customer is required to present the Documentary Credit or certificates issued by national or foreign administrative authorities, delivery deadlines will be extended accordingly.
Delivery on time can only occur if the Customer is up to date with its obligations towards INO VR.
Beyond the events usually accepted by French jurisprudence as cases of force majeure, the obligations of the Parties will be automatically suspended in the event of events beyond the control of one of the Parties, which could not reasonably have been foreseen when the Contract was established and the effects of which cannot be avoided by appropriate measures, and which prevent the performance of its obligation by the Party concerned. The Party that observes the event shall immediately inform the other Party of its inability to perform its obligation and justify this to the latter.
If the inability to perform is temporary, performance of the obligation shall be suspended unless the resulting delay justifies termination of the Contract.
If the impediment is definitive, the Contract shall be terminated ipso jure and the Parties shall be released from their obligations under the conditions set out in articles 1351 and 1351-1 of the French Civil Code.
The suspension of obligations shall under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties. However, as soon as the cause of the suspension of their mutual obligations has disappeared, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible.
The equipment is always considered sold, received and accepted in INO VR's premises. The risks and perils of carriage are assumed by the Customer. It is the Customer's responsibility, in the event of damage or missing goods, to make all necessary reservations with the carrier. Any product that has not been the subject of reservations on transport documents and protests by registered letter with return receipt within 3 days of receipt from the carrier, in accordance with Article L. 133-3 of the Commercial Code, and a copy of which shall be sent simultaneously to INO VR, will be considered accepted by the Customer.
The Customer therefore undertakes to take all reasonable care in the safekeeping of the Products and to take out an insurance policy covering any damage or loss that may be caused to or by the Products as soon as they are delivered or collected. As from the transfer of risks, the risks of loss, theft, damage or destruction shall be borne by the Customer.
The transfer of ownership of the Products delivered to the Customer will only take place after full payment of the price in principal, interest and accessories. Payment shall not be deemed to have been made until the sums due have been collected. The non-performance by the Customer of his/her payment obligations, for any reason whatsoever, gives INO VR the right to reclaim the Products and to demand the immediate return of the Products at the expense, risk and peril of the Customer.
The Customer hereby agrees, in the event of a receivership affecting his or her business, to actively participate in the establishment of an inventory of the Products in his or her inventory and for which INO VR claims ownership. Failing this, INO VR has the right to have the inventory established by a bailiff, at the Customer's expense. The Customer is prohibited from reselling, transforming or processing the delivered Products as of the date of the judgment pronouncing the receivership or liquidation of its business. INO VR may prohibit the Customer from reselling, transforming or incorporating Products in the event of late payment.
The Customer may assign to INO VR in the event of a resale, the receivables arising to its benefit from the resale to a third party purchaser, but remains liable to INO VR, on a principal basis, for the proper payment of invoices relating to the initial sale.
The Customer, whose head office is located in metropolitan France and who has a VAT-free purchasing quota, must first make a request to INO VR to open a tax-free account. Prior to any delivery, the Customer must send the following two documents by registered mail with acknowledgement of receipt only:
Additionally, the Customer must mention that he is invoicing VAT-free when placing his order. If any of these conditions are not complied with, VAT-free invoicing will be irrecoverably refused.
The Customer shall be solely responsible for the validity and authenticity of the documents provided. In the event of an issue with the certificate, the Customer agrees to reimburse INO VR for the amount of VAT involved.
All Product carriage operations are at the Customer's risk (see article "ARTICLE 7 - TRANSFER OF RISK - RESERVATION OF TITLE").
In the event of loss, substitution or damage, linked to the carriage, the Customer must mention these on the delivery note which he will have countersigned by the carrier's representative and confirm his reservations with the carrier within the legal time limit of three days, by registered letter with acknowledgement of receipt or by extrajudicial document, in application of article L. 133-3 of the French Commercial Code.
A copy of the letter sent to the carrier must be sent to INO VR, as well as the reservations mentioned on the carrier's delivery slip. If these reservations are not made under these conditions, the Products will be deemed to be in good condition and without shortage.
INO VR undertakes to implement all means at its disposal to offer the Customer the best quality of service and safety in compliance with applicable professional standards. For all of its obligations to the Customer, INO VR is bound by an obligation of means.
INO VR cannot be held responsible when the non-execution, poor execution, delay in execution or suspension of the contract is due to an unrelated cause, fortuitous event or force majeure, act of a third party or act of the Customer himself.
In the event that INO VR's contractual liability is recognized, the compensation which the Customer may claim will be limited solely to legitimate, direct, certain and personal prejudice suffered by the Customer and which are covered by the contract, to the exclusion of any prejudice qualified as indirect such as loss of turnover, loss of customers, damage to the Customer's brand image, loss of production, operating loss, loss of opportunity, loss of data, financial or commercial prejudice or other, etc...
In any case, the compensation to which the Customer may be entitled will be limited in its quantum to the total sums that the Customer has paid to INO VR for the execution of the service that proved to be defective (e.g. in the case of a single defective Product, the quantum of compensation will be limited to the sums incurred for this Product).
In addition to the payment of the price of the Product(s)/Service(s) and all other obligations under this agreement, the Customer agrees to implement all technical, human and material resources necessary for the proper functioning and execution of the contract.
The Customer agrees to promptly provide INO VR with any information that may be requested in the performance of the contract, and to actively collaborate in the performance of the contract.
The Customer agrees to respect all legal and regulatory requirements in force, and more particularly those relating to IT, files, freedoms and intellectual property, as well as the rights of third parties.
Upon receipt of the Products, the Customer must immediately verify their conformity to the order. Thus, all claims relating to an inaccuracy in quantities or an erroneous reference in relation to the order must be made to INO VR within two days of receipt of the Products, without neglecting recourse against the Carrier under the conditions of section 9 herein. After this period, no claim of this nature shall be accepted.
If the claim proves to be well-founded and has been made within the above mentioned period, INO VR will proceed to regularize the situation as soon as possible in conjunction, if necessary, with the manufacturers implicated.
In the case of non-conformity of the Products themselves (i.e. defective Products), the warranty of SECTION 13 - will apply according to the process set forth in this same section and in SECTION 14 - herein.
In the event of any claim, the Customer must allow the Manufacturers or INO VR all necessary facilities to proceed, if necessary, with the ascertainment of the claim, and provide them with all useful information/documents at their first request.
Any unjustified refusal by the Customer to accept the Products will result in the payment by the Customer of compensation to INO VR, at the very least administrative management fees of 40 euros in addition, notwithstanding any claim for additional damages.
No return of Products, in the context of a Product warranty as described in SECTION 13, will be accepted without the express prior consent of INO VR. The return request must be sent by email to @contact.
Upon receipt of the Customer's return request, INO VR will agree to the return of the Product or will give reasons for its refusal to take back the Product, which will then be sent to the Customer.
Returned Products will be at the Customer's expense and risk.
In the absence of any explicit special conditions, the Products sold by INO VR are subject only to the warranties provided by the manufacturers from the date of delivery as defined herein. It is the Customer's responsibility to become familiar with the applicable manufacturer's warranties prior to any purchase. The Customer is deemed to have read them at the time of ordering.
INO VR reminds you that it depends on the manufacturer to apply warranties to the product delivered, as well as to missing elements. Under no circumstances can INO VR be held responsible for a warranty if the defect is not covered by the manufacturer's warranty.
Some manufacturers apply fees in the event of unjustified returns under warranty (no defect, faulty use, etc.). Any such charges will be systematically passed on by INO VR to the Customer concerned.
INO VR's warranty is expressly limited to the proper performance by INO VR of its Services in accordance with the rules of the trade and the stipulations of the contract or order. In performing the Services, INO VR undertakes to perform them with all the diligence of a professional, INO VR being subject only to an obligation of means. The warranty can only be implemented by the Customer.
INO VR agrees to re-execute the service recognized as defective subject to a complaint from the Customer within 15 days after delivery of the product concerned by the service.
No Manufacturer or INO VR warranty is, in any event, given to the Customer in the following cases:
Products damaged or rendered defective as a result of :
The warranty does not cover :
The guarantee does not apply:
The warranty does not cover breakdowns or damage resulting directly or indirectly from the shipping conditions (e.g. inadequate packaging, damage during transport, etc.) of the Products from the Customer to INO VR or the Manufacturers.
In the event that a case of exclusion of warranty, as described above, is noted and outside the case provided for in section 5, INO VR may at its discretion:
INO VR retains the right to charge a handling fee in the event of an unjustified return.
The expiration of the warranty period terminates all contractual obligations of INO VR. Consequently, the warranties specified in this SECTION 13 - are the only warranties given to the Customer, to the exclusion of any other warranty of a legal nature.
No returns will be accepted after one (1) month from the date of INO VR's express prior agreement.
Product returns accepted by INO VR will result, according to the manufacturer's after-sales service procedures or at INO VR's sole discretion, in repairs, replacement, or the issuing of a credit note, the amount of which will be equal to the amount initially invoiced.
In the event of an accepted credit claim, the primary packaging of the equipment is to be returned unopened and :
Any Product returned that does not comply with these requirements will systematically result in a refusal of credit on arrival.
In the event of an early replacement (before the defective Product is returned), the Customer must return the defective Product within the time period specified above. After this period, an invoice for the amount of the exchanged item will automatically be produced.
The cost of returning the defective Product is the Customer's expense and responsibility. The packaging must therefore ensure the preservation of the material during transport. The costs and risks of the return will be borne by the Customer (INO VR advises the Customer to take out insurance covering the risks associated with transport).
When Products are returned without the express prior consent of INO VR, they will be systematically refused and returned to the sender at his expense. In this instance, the corresponding invoice shall be payable on the due date. The risks related to Products returned without the express prior consent of INO VR will be borne by the Customer. The present 14.2 will apply in the case of returns made after the deadline.
If the Customer fails to pay the fees stipulated in section 13.3 within 30 days in the event of a warranty exclusion, storage fees will be charged as applicable. After notification by registered letter with acknowledgement of receipt, INO VR may proceed with the destruction of equipment not removed within one month. No compensation of any kind whatsoever may be claimed by the Customer from INO VR.
In the event of failure by the Customer to comply with any of its obligations, and after a period of 48 hours following formal notice sent by registered letter with acknowledgment of receipt, left without effect, the corresponding order will be terminated by operation of law to the detriment of the Customer. If necessary, the Products sold must be returned to INO VR if the latter sees fit, and without prejudice to any damages it may claim. In any case, the total amount of the current order or contract will remain due by the Customer.
The Products delivered by INO VR are protected by intellectual property rights and remain the exclusive property of their owner. Thus, any act of copying may constitute an infringement.
The Customer acknowledges that all data, images, photographs and text, including but not limited to product sheets, provided by INO VR on its website remain the exclusive property of INO VR and are reserved exclusively for the relationship between the Customer and INO VR. The Customer shall not, without the prior written consent of INO VR:
The Customer acknowledges that all information given, technical instructions or concepts of which he may become aware in the course of this contract are strictly confidential and consequently undertakes not to divulge or use them. For the application of this clause, the Customer is responsible for its employees as well as for himself. However, the Customer shall not be held liable for any disclosure if the elements disclosed are in the public domain or if he is aware of them or obtains them from a third party by legitimate means.
In the execution of the Contract, the Parties, in their capacity as data supervisors, are required to process on their own behalf the personal data of employees, directors, sub-contractors, agents and/or service providers of the other Party (e.g. surname, first name, email address, telephone number, etc.).
In this regard, each of the Parties undertakes to respect the confidentiality and security of this personal data, in accordance with the provisions of law no. 78-17 of 6 January 1978 and the provisions of European regulation no. 2016/679/EU of 27 April 2016. The employees, directors, subcontractors, agents and/or service providers of each of the Parties whose data have been collected and processed by the other Party may at any time exercise their rights in respect of their personal data (rights of access, rectification, removal, opposition, limitation of processing, portability of personal data and not to be the subject of an automatic individual decision), by sending their request to @contact. The latter may lodge a complaint with the competent supervisory authority (www.cnil.fr). This personal data is kept for a period of three (3) years from the last contact with the person concerned, unless a longer period is required by law.
INO VR is entitled to assign its rights and obligations under this Agreement to any entity owned or controlled directly or indirectly by INO VR. It is also entitled to assign all or part of its rights in the context of a merger, acquisition or reorganization of INO VR, to any entity to which INO VR assigns a substantial portion of the assets of interest in this agreement, or to one of its subsidiaries.
These General Terms and Conditions and, if appropriate, the special terms and conditions and appendices are governed solely by French law. Subject to the Customer's status as a trader, in the absence of an amicable settlement, any dispute relating to the interpretation or performance of these general terms and conditions of sale and the special terms and conditions and appendices shall fall within the exclusive jurisdiction of the Commercial Court of Lyon (France), including in the event of summary proceedings, third-party proceedings or multiple defendants.
