GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE

EDITION FROM 01/07/2020

 1. Scope of Application

These General Terms and Conditions of Sale and Service shall exclusively apply to all liberal and commercial activities.

The following General Terms and Conditions of Sale and Service are intended to regulate the contractual relationship between HABILIS NUMERICUS (www.iamnuc.com) and the Customer (B to C & B to B) concerning any purchase made on the official Website.

Verifying your order by ticking the box provided and clicking on the “Submit” button, you accept fully the present General Terms and Conditions.

HABILIS NUMERICUS is asking You to read very attentively these General Terms and Conditions of Sale and Service before proceeding with any transaction on the official Website.

You agree to be bound by these General Terms and Conditions come into force when you submit your online application form, thereby confirming your intention to order products on the official Website.

The present General Terms and Conditions shall also apply in the case You decide to make your order through HABILIS NUMERICUS Customer Service, by filling out the online contract form available on the official Website.

The present General Terms and Conditions of Sale and Service exclude the application of any other General Terms and Conditions, except written acceptance of our part.

The present General Terms and Conditions can be modified by HABILIS NUMERICUS Customer without prior notice.

It is your responsibility to check regularly these General Terms and Conditions of Sale and Service to stay informed of any possible modifications.

2. Orders & payment

Orders for Product(s) are not binding on HABILIS NUMERICUS until accepted by HABILIS NUMERICUS. Once an order is accepted by HABILIS NUMERICUS, it is non-cancelable and nonreturnable by Customer.

Customer agrees to pay the total purchase price of the Product(s) plus shipping and other charges related to your purchase (including, but not limited to, taxes or other governmental charges.) Terms of payment are within HABILIS NUMERICUS’s sole discretion and, unless otherwise agreed to in writing by HABILIS NUMERICUS, payment must be received by HABILIS NUMERICUS prior to HABILIS NUMERICUS’s acceptance of an order.

Each accepted order will be viewed as a single agreement, independent of any other orders. Customer’s order is subject to cancellation by HABILIS NUMERICUS, in HABILIS NUMERICUS’s sole discretion.

HABILIS NUMERICUS is not responsible for pricing, typographical or other errors in any offer by HABILIS NUMERICUS and reserves the right to cancel or adjust any orders arising from such error. If HABILIS NUMERICUS issues an invoice to Customer with a payment due date after its acceptance of an order, instead of requiring up-front payment, (an “Invoice”), all amounts due under the Invoice are due and payable within the time period noted on the Invoice, measured from the date of the Invoice.

HABILIS NUMERICUS reserves the right to charge a late fee of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is lower.

Late fees will be recalculated monthly based on the then current outstanding balance. Additionally, without waiving any rights or remedies to which it may be entitled, HABILIS NUMERICUS will have the right to suspend, terminate or refuse additional unfulfilled orders for Products from Customer until HABILIS NUMERICUS receives all overdue amounts from Customer.

HABILIS NUMERICUS will have no liability to Customer for any such suspension, termination or refusal of additional orders when Customer is in arrears on previous orders.

3. Delivery of goods

HABILIS NUMERICUS warrants that it has good title to all Products it sells. Title to the Product(s) shall remain the sole and absolute property of HABILIS NUMERICUS as legal and equitable owner and Customer shall hold such goods as bailee only, until such time as Customer has paid the full price for the Product(s).

Customer shall be liable to HABILIS NUMERICUS for any loss or damage to the Product(s) during such bailment. Upon full payment for the Product(s), title thereto shall pass to Customer. Title to the software (if any) contained in the Product(s) will remain with the applicable licensor(s), and Customer’s rights therein are contained in the license agreement between such licensor(s) and Customer.

It is important that You examine the delivered Product. Upon delivery the Customer shall check the condition of the packaging, number and content of parcel(s), as well as state of the goods. Consequently, any anomaly concerning the delivery (damage, product missing compared to the order form, damaged package, broken products…) will have to be imperatively indicated on the delivery order in the form of “handwritten reserves”, accurate and complete and/or on the travel voucher and in the presence of carrier.

Customer should also confirm the anomaly in the emission of reserves by sending a letter with conveying notice of receipt within 3 (three) days of delivery listing the complaints. The copy of this letter, the copy of the delivery note and/or travel voucher have to be sent with the registered letter and the notice of receipt to HABILIS NUMERICUS Customer within 7 days of the delivery. Customer is reminded that if it is not possible to perform this procedure within this time-period, any request for opening a litigation file will be irrevocably rejected, so that no recourse will be allowed against HABILIS NUMERICUS Customer.

If the Customer rejects the User License Agreement or all the Software Licenses provided and installed by HABILIS NUMERICUS, this last shall only accept the return of the product in its entirely (Product and Software) and only if this request was made within the determined time period. For all product returns Customer shall put at the disposal of HABILIS NUMERICUS purchased Product and Software so that the Customer could recover it the indicated date.

In the absence of the Customer at the time of delivery, a second presentation will be carried out by the carrier or representative at the expenses of the Customer ; In the event of default of withdrawal to the indicated place, the equipment is generally returned to HABILIS NUMERICUS which reserves the right to dispose of the unclaimed equipment and to postpone the execution of the order left by the Customer to a later date.

4. Price & Credits

HABILIS NUMERICUS reserves the right to make adjustments to its pricing, Product(s), and service offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, component part price changes, supplier price changes, and errors in advertisements. All orders are subject to Product availability.

Therefore, HABILIS NUMERICUS cannot guarantee that it will be able to fulfill Customer’s orders or provide the Products within anticipated delivery dates. HABILIS NUMERICUS may invoice parts of an order separately or together in one invoice. All invoices shall be deemed accurate unless Customer advises HABILIS NUMERICUS in writing of a material error within 10 days following receipt. If Customer or end-user advises HABILIS NUMERICUS of a material error, (i) any amounts corrected by HABILIS NUMERICUS in writing shall be paid within 14 days of correction and (ii) all other amounts shall be paid by Customer by the due date.

If Customer withholds payment upon an assertion that an invoiced amount is erroneous, and HABILIS NUMERICUS concludes that such amount is accurate, Customer shall pay interest as described below from the due date for such amounts until HABILIS NUMERICUS’s receipt of those amounts. Customer may not offset, defer or deduct any invoiced amounts that HABILIS NUMERICUS determines are not erroneous following the notification process set forth above.

Any assignment of Customer’s payment obligations to a third-party financing Customer must be approved in advance in writing by HABILIS NUMERICUS, and Customer will not be excused from its obligations under this Agreement.

Any credit issued by HABILIS NUMERICUS to Customer for any reason must be used within one (1) year from the date that the credit was issued and may only be used for future purchases of Product(s). Any credit or portion thereof not used within the one (1) year period will automatically expire.

5. Risk of loss

Risk of loss or damage during shipment pass from HABILIS NUMERICUS to Customer upon delivery to the shipper. Notwithstanding the foregoing, title to the Products will pass to Customer as set forth above in Section 3.

6. Shipping & taxes

Shipping, handling, taxes, and governmental fees are additional costs to the purchase price of the Product(s), unless otherwise expressly agreed to in writing by HABILIS NUMERICUS at the time of sale. Customer is responsible for all such charges. Customer may be excused from rendering payment for sales or use taxes to HABILIS NUMERICUS if Customer provides HABILIS NUMERICUS with a valid and correct tax exemption certificate applicable to Customer’s purchase of Product(s) and the Product ship location. If Customer net of the required withholding or deduction. Customer must supply to HABILIS NUMERICUS satisfactory evidence (e.g. official withholding tax receipts) that Customer has accounted to the relevant authority for the sum withheld or deducted.

Shipping and delivery dates are estimates only and are subject to change. Customer must notify HABILIS NUMERICUS within 10 days of the invoice date if any part of its order is missing, wrong, or damaged.

7. Software

7.1 Software may be subject to a separate license, Customizing Software Support and all product guides, product manuals and other documents submitted to the customer during their installation or of their use. If the Customer requires any further information or needs a copy of these agreements, he is responsible to contact the producer or manufacturer before signing the contract with HABILIS NUMERICUS, in order to receive detailed information about the terms of use.

7.2 In the absence of license, Customizing Software, HABILIS NUMERICUS grants the Customer a non-exclusive license to necessary for accessing and utilizing this Software. Software supplied or made available to Customer by HABILIS NUMERICUS, in the course of providing Services, may be used only during the Duration of Services and according to the Customer’s needs.

In any event, it is agreed that in case of payment in instalments, the Sale is concluded with reserve of property for the benefit of the Seller, so that the transfer of the property to the purchaser is subject to the full payment of the price.

In the event of non-payment in whole or in part of the price at the date agreed, for any reason whatsoever, the Seller may proceed with the inventory of the goods to exercise the reclamation right.

7.3 The following provisions shall apply to Software provided by HABILIS NUMERICUS in delivering services:

Customer shall not:

– Copy (except backup services), adapt, to grant a license, sell, give a sub-license or transfer the Software;

– Use this Software as part of management contract of Services;

– Use Software beyond the authorized number of posts installed for users, simultaneous websites or other criteria specified in the documents of the applicable service

Customer is prohibited from:

– Attempting to gain unauthorized access to HABILIS NUMERICUS networks or equipment’s;

– Attempting to probe, scan or test the vulnerability of a Software, network or system of HABILIS NUMERICUS Customer;

– Interfering or attempting to interfere with a Service provided to any User, host, or network

– Transmitting unsolicited mass e-mail messages or commercial messages;

– Restricting, limiting or affecting the ability of any other person, regardless of anyone’s intent, to use or benefit from Software (Except for the tools with security functions) ; Or restricting, limiting, disturbing or causing installation degradation used for the provision of services.

8. High Risk Disclaimer

HABILIS NUMERICUS Products have not been tested or certified for use in any high-risk applications, including the operation of aircraft, nuclear facilities, vehicles, air traffic control, weapons systems or any other application where the failure or malfunction of any HABILIS NUMERICUS Product can lead to death, dismemberment, personal injury, property damage or environmental damage.

HABILIS NUMERICUS makes no assurances that their Products are suitable for such high-risk applications and Customer shall defend and indemnify HABILIS NUMERICUS against any claims by third party resulting from Customer’s use of HABILIS NUMERICUS Products in high-risk applications. Customer is solely responsible for the design and implementation of configurations, networks and systems pertaining to Customer’s applications and environments.

Additionally, HABILIS NUMERICUS shall have no obligation under these Terms and Conditions for any claim of infringement to the extent that it results from:

modifications to the Products made other than by HABILIS NUMERICUS;

combination or use of the Product with equipment, products, systems, software, materials or processes not furnished by HABILIS NUMERICUS, if absent such combination, no infringement would exist;

the use or incorporation of any materials supplied to HABILIS NUMERICUS by Customer or its agents, contractors or third-party suppliers;

or Customer’s failure to use updated or modified Products to avoid a claim of infringement or misappropriation.

10. Return or Exchange of Goods and Refund Policy

10.1 - 15 Days Return period

All unmodified computer hardware is included under this Policy, as well as all accessories and peripherals that are still in their individually wrapped / sealed packaging (any accessory or peripheral that has been removed from its original packaging is not eligible to be returned).

All eligible products described herein may be returned if customer initiates the return process described herein within 15 calendar days from the date on the packing slip or invoice (whichever is later) for a credit or a refund of the purchase price paid, less shipping and handling, and any applicable restocking fees (as further described below).

10.2 – Exceptions on Return Period

- Application software and operating systems that have been installed by HABILIS NUMERICUS may be returned only if installed on a returnable system, and only if the return process is initiated within the applicable return period;

- Non-HABILIS NUMERICUS-branded enterprise products, enterprise software, and customized hardware or software products may not be returned at any time;

- Software licenses purchased under any type of volume license agreement may be returned only with the express approval of the publisher, which in many circumstances will not be granted;

- Any HABILIS NUMERICUS hardware, accessory, or peripheral bought through a third party (such as a reseller, distributor, or retailer) are not subject to this Policy and may not be returned to HABILIS NUMERICUS at any time; and any return of more than 10 computer units by a customer, or affiliate of a customer, within any calendar year, are not subject to this Policy and may not be returned to HABILIS NUMERICUS at any time.

10.3 – Returning Promotional Items and Bundles

If you are returning a HABILIS NUMERICUS computer, accessory, or peripheral that was acquired through a promotion, contest or other incentive-based event, the value of the promotional cost offset on the item will be deducted from any refund amount.

A customer is not entitled to receive more than what was paid for the item on initial purchase. Furthermore, when a discounted item bundle is purchased and only part of the bundle is returned, only the portion of the bundle returned may be eligible for credit or refund and the proportionate savings realised by the customer may also be deducted from the calculated refund amount, subject to the approval of HABILIS NUMERICUS.

10.4 – Fees of Restocking

Unless the product is defective or the return is a direct result of a HABILIS NUMERICUS error, HABILIS NUMERICUS may charge a restocking fee of up to 10% of the purchase price paid, plus any applicable sales tax.

10.5 – How to Return a Product

Before returning a product, you must first contact HABILIS NUMERICUS Customer Support into Support parts of iamnuc.com website, and obtain a Return Merchandise Authorization (“RMA”) before the end of the applicable return period (obtaining an RMA number initiates the return process under this Policy).

HABILIS NUMERICUS will not accept any eligible product for return without an RMA number. In order to be eligible for a refund you must ship at your expense the product you desire to HABILIS NUMERICUS, complying with all instructions provided in the RMA, within five (5) business days of the date that HABILIS NUMERICUS issues the RMA number, in its original packaging, in new condition, along with any other documents or instructions (including the invoice) that were part of the original shipment. You accept and maintain responsibility for risk of loss during shipment on product you own until the product is physically delivered to and in the possession of HABILIS NUMERICUS.

Once HABILIS NUMERICUS has received your returned product, HABILIS NUMERICUS will verify the price paid for the returned items, the condition the items are in, and verify that shipping and handling costs have been paid by you.

HABILIS NUMERICUS reserves the right to reject acceptance of the product and request it be returned to sender in the event you have not complied with all terms set forth herein (including, but not limited to failure to pay shipping charges in advance). Once price, condition, and shipping verification has taken place, HABILIS NUMERICUS will issue a credit or refund of the purchase price paid, at HABILIS NUMERICUS’s sole discretion, less any applicable restocking fees or other reductions that are made a part of this Policy.
Moreover, in the event that your unmodified computer hardware, accessory, peripheral or packaged components were part of any type of promotional pricing or discount or part of a bundled package, credit for your returned items will be calculated according to what was paid by you and not to full market value of the product(s) in question.

Important Notice: Before you return the product to HABILIS NUMERICUS, make sure to back up any data on all storage devices in the product to a backup disc. Also remove any and all confidential, proprietary and personal information as well as removable media such as flash drives, CDs and PC Cards. HABILIS NUMERICUS is not responsible for any confidential, proprietary or personal information, lost or corrupted data, or damaged or lost removable media that may be included with your return.

11. Discontinued or Changed products

HABILIS NUMERICUS is a continually evolving company which may involve frequent updates and revisions to its Product line.

HABILIS NUMERICUS may update or discontinue a Product offering at any time without prior notice to Company. A change in Product may occur after Company places an order but before HABILIS NUMERICUS ships the Product out to Company.

As a result, Product that the Company receives may display minor differences from original Product orders.

12. Warranty, Support & Services

HABILIS NUMERICUS, Ltd. builds and sells computers and complete computer systems with quality components manufactured by major brands. In connection with those sales, we offer our customers Support Services (“Services”). These Services provide all HABILIS NUMERICUS customers with a streamlined post-sales support experience, as well as end-to-end management of the applicable Manufacturer Warranties (“Warranties” or “Warranty”) on the equipment we sell, which may vary in length and coverage for each individual component.

When purchasing a product from HABILIS NUMERICUS, your Services and the Warranties from each manufacturer combine under HABILIS NUMERICUS to streamline the process of support, repair, and replacement. Components replaced under the Services may be new or refurbished. Refurbished components have been returned to HABILIS NUMERICUS, some of which were never used by a customer. All components are quality inspected and tested. In the event that it becomes necessary to return a product purchased directly from HABILIS NUMERICUS, HABILIS NUMERICUS offers the ability to return eligible products for a credit or a refund, to be determined at the discretion of HABILIS NUMERICUS, of the purchase price paid less shipping and handling and any applicable restocking fees.

When we assemble products for customers, we do a burn-in and functional test before shipping the products. This test detects most components that will fail in the first year prior to ever shipping the product to you. However, even after testing by the manufacturers and by us, there may be component defects that may not be detected until after shipping to you or created during the shipment process.

Without any indication into our website all products have a minimum warranty period of 2 years

13. Privacy

Each party shall ensure the strict confidentiality of information received from the other Party.

14. Force Majeure

Events of Force Majeure have independent, unforeseeable and irresistible character to the will of Parties. These events are not binding on the responsibility of Parties. Force Majeure events are: strikes, acts of terrorism, wars, problems affecting suppliers, transport or manufacturing, currency fluctuations, acts of the public authorities, natural disasters. Force Majeure events are examined by the jurisprudence of the French courts and tribunals.

15. Export Law Compliance

15.1 Customer acknowledges that all the Products, Software, Deliverables and Service provided in accordance with this Agreement are subject to United States and EU export laws and regulations. However, these laws and regulations may be executed in countries outside of the United States or the European Union or outside of the country’s borders where the customer or the customer’s products located and may be subject to the export laws and regulations in force in the country where the Products, Software, Deliverables or Service rendered or received.

Under those acts and the regulations, Products, Deliverables, Software and Service, purchased in accordance with the terms of this Agreement, shall not be sold, rented or transferred to users or countries that are subject to restrictions. Moreover, Products, Deliverables, Software and Service shall not be sold, rented transferred or used by an end-user engaged in activities related to weapons of mass destruction, including those related to the design, development, production or use of nuclear material, nuclear facilities or nuclear weapons, missiles or the support of missile projects, or chemical or biological weapons.

15.2 The customer declares that none of the software it provides and uses in the framework of the products, Deliverables, Software or Service does not contain encryption or, to the extent that it contains encryption, such software is the subject of an authorization for the export without a license. If the Customer cannot make the previous statement, he undertakes to provide to HABILIS NUMERICUS all necessary information to obtain the export licenses of the UK Government or of any other national government competent and to provide to HABILIS NUMERICUS an additional assistance, where appropriate, to obtain these licenses.

Notwithstanding the above, the Customer remains the only responsible for obtaining the necessary licenses relating to the software export. HABILIS NUMERICUS may also require Software Export Certificates from the Customer.

15.3 The acceptance by HABILIS NUMERICUS of any order of Products, Deliverables, Software or Service is subject to the issuance of all licenses of export required by the UK authorities or by any other competent authority. HABILIS NUMERICUS is not responsible for delays or failure to deliver the products, deliverables, software or services resulting from the failure of the Customer to obtain such license or to provide such certifications.

15.4 Customer undertakes to indemnify, defend and preserve HABILIS NUMERICUS against any claim, demand or prosecution of third parties, based on the actual violation or alleged by the Customer of the legislation related to the Export applicable.

14. Compliance with the WEEE Directive

HABILIS NUMERICUS Customer is responsible for the conformity with the Directive 2002/96/CE on Waste Electrical and Electronic Equipment (WEEE), including, in particular:

the Declaration of electrical and electronic equipment placed on the market, the payment of ecological taxes to the competent authority. The Products deposited at collection facilities will be recycled by HABILIS NUMERICUS in accordance with the European WEEE (Waste Electrical and Electronic Equipment) Directive.

The Customer shall undertake to return Products to HABILIS NUMERICUS collection facilities designed in accordance with WEEE Directive Recycling Program.

15. Intellectual Propery Rights

No transfer of ownership of any intellectual property will occur under this Agreement. Company grants HABILIS NUMERICUS a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for HABILIS NUMERICUS and its designees to perform the ordered services.

All right, title and interest in HABILIS NUMERICUS’s intellectual property (including all copyrights, patents, trademarks, and trade secrets) embodied in the Product hardware belongs solely and exclusively to HABILIS NUMERICUS, and Company has no rights whatsoever in the Product hardware except as expressly granted in these Terms and Conditions or under a separate agreement between HABILIS NUMERICUS and Company. Company may not modify, remove, delete, augment, change or sell the Product in whole or in part.

HABILIS NUMERICUS also retains all intellectual property rights, title and interest in any ideas, concepts, techniques or know how associated with deliverables of the Product.

15. Jurisdiction and Applicable Law

All litigations relating to the conclusion, interpretation or execution of this General Terms and Conditions of Sale and Service contract are governed by UK Law and are within the competence of the Jurisdiction of LONDON Appeal Court.

SARL HABILIS NUMERICUS siret: 90248323900015; Manager: Jean-Christophe Agobert