1. General
These general terms and conditions (the “T&Cs”) shall govern the sale by NETRI SAS (“NETRI”) of the products detailed into the products and price list attached hereafter (the “Products”) and the performance of related services to professional customers (the “Customer”). The T&Cs constitute the sole basis of the commercial relationship between NETRI and the Customer, without prejudice to any derogations granted by NETRI giving rise to the establishment of Particular Terms and Conditions of Sale. The current version of the T&Cs shall supersede and replace in their entirety any prior version(s) hereof. The T&Cs are applicable to all quotations, commercial proposals, purchase orders, online orders, and/or purchase of Products and related services between NETRI and any Customers. The T&Cs prevail over any conditions not expressly accepted by NETRI and in particular over the Customer’s general conditions.

2. Orders
Any order of Products is deemed as definitive after the formal acceptance by the Customer of the present T&Cs and after formal acceptance of NETRI’s quotation / commercial proposal, or after the validation by the Customer of its online shopping cart on NETRI’s website. Submitted online orders or approved quotations / commercial proposal may not be cancelled by the Customer.

3. Price
The prices are net in EURO, excluding taxes, according to the latest prices list, valid on the day of ordering, or on the fee quotation sent by NETRI to the Customer. The relevant prices list at the date of these T&Cs is attached. Except as otherwise agreed to in writing between NETRI and Customer, all prices shall exclude shipping costs, insurance, freight, taxes, fees, import licenses, duties and levies, which shall be payable by and be the responsibility of customer. Unless specifically requested by the Customer, packaging costs are included in the price. Shipping costs are country specific and are indicated in the quotation or in the final shopping cart page.

4. Delivery
Products are delivered to Customers, FCA (Incoterm 2020) at NETRI premises (321 Avenue Jean Jaurès, Lyon, FRANCE). Risk of loss shall pass to the Customer upon tender of delivery FCA (Incoterm 2020) at NETRI premises (321 Avenue Jean Jaurès, Lyon, FRANCE). As appropriate, the Customer shall provide NETRI with a tax exemption certificate acceptable to the tax authorities. Delivery times are indicated in the quotation or in the final shopping cart page. Unless otherwise specified, NETRI will make its best efforts to meet the delivery deadline, however, this deadline does not constitute a strict deadline. Also, delivery delays or partial deliveries cannot justify the cancellation of the order and NETRI cannot be held liable in the event of a delay not exceeding sixty (60) days. In addition, NETRI may under no circumstances be held liable in the event of a delay attributable to the Customer or to a case of force majeure as defined in Article 16 hereof.

5. Damage and missing Products
It is the Customer’s responsibility, in the event of damage to the Products delivered or missing Products, to make all necessary reservations with the carrier. Any delivery that has not been the subject of reservations to the carrier by registered letter with acknowledgement of receipt, within 3 days of delivery from the carrier, in accordance with Article L.133-3 of the French Commercial Code, a copy of which to be sent simultaneously to NETRI, will be considered as accepted by the Customer. The reservations made by the Customer must be complete, justified and as specific as possible. It is the Customer’s responsibility to provide all justifications as to the reality of the defects or missing Products. When, after inspection, a damage or missing Products is actually detected by NETRI and not caused during transportation, the Customer may only request NETRI to replace the damaged and/or the missing Products, at NETRI’s expense, without the Customer being entitled to claim any compensation or the cancellation of the order.

6. Payment
NETRI will send electronic invoices to the Customer. By accepting these T&Cs, the Customer agrees to consider invoices issued in this way as original invoices. First orders and online orders shall always be paid in full in advance. No shipment will be performed before the payment be received. Except as otherwise agreed to in writing by NETRI, further payments shall be made, in full, by international wire transfer, within thirty (30) days of the date of NETRI’s invoice (except for public health hospitals, for which payment period is fifty (50) days). No discount conditions are applicable in case of payment before due date. Each Party bears its own banking costs. NETRI retains full ownership of the Products until the full payment and the effective collection of the price, even in case of payment terms. Failure to pay may result in the Products being claimed back. Any non-payment on a due date will result in the application to the sums due, after formal notice sent by e-mail remained without effect within forty-eight (48) hours, of a fixed compensation for recovery costs of an amount of forty euros (40 €) and late payment penalties at the rate of three times the legal interest rate in force. In the event that the Customer places a new order without having made payment on the due date of the previous order(s), NETRI may refuse to execute the order, without the Customer being entitled to claim any compensation, for any reason whatsoever.

7. Intellectual property rights
The Products are covered by intellectual property rights, including pending patent applications. All intellectual property rights and know-how belonging or licensed to NETRI and incorporated in the delivered Products and/or documents delivered made and provided to the Customers are and remain the exclusive property of NETRI. The purchase of the Products by the Customer shall not be construed as a transfer of any title nor the grant of any rights in or to the intellectual property and know-how embodied in the Products owned by or licensed to NETRI. Under no circumstances may the Customer file a patent or utility model application or even claim ownership on other intellectual property rights on products including a Product or its technology or on processes implementing a Product or its technology, except with NETRI’s express prior written consent and license agreement. The Customer must immediately inform NETRI of any third-party claims related to the infringement of intellectual property rights or trade secrets.

8. Right of use
Customer is granted by NETRI with a limited right to use the Products for research and development purposes only. No right or license to modify, make, have made, offer to sell, sell or reproduce any of the Products is implied or conveyed by the sale of Products to the Customers. By ordering the Products, Customer represents and warrants that it is the ultimate end-user of the Products, and further represents and warrants that it will not knowingly sell, export, re-export, transfer, divert, or otherwise dispose of the Products (including other materials or goods derived from or based on the Products) to any other destination, entity, or person without the prior authorization of NETRI. By exception, the Customer is authorized to transfer the Products (including other materials or goods derived from or based on the Products) to its affiliates (defined as a company which controls the Customer or is controlled, directly or indirectly, by the Customer. Control means the direct or indirect ownership of at least fifty percent (50%) of the share capital of a company). Customer shall not use the Products in (i) the manufacture of any products, or (ii) the provision of any services to any third party with any standard operations procedures (SOPs) other than those provided by NETRI at the time of the sale. Should the Customer be willing to develop other SOPs to use the Products, the Customer shall inform NETRI and request its approval to use the Product. Customer shall not reverse engineer the Products. Customer shall not use the Products, components or modifications thereof, or any products derived, developed or expanded therefrom, in humans, in clinical trials or for diagnostic purposes involving human subjects.

9. Support
Support and assistance with the Product, and or the Software may be provided by NETRI to the Customer, upon request, on a case-by-case basis. In accordance with the conditions set out in the price list, support and assistance shall be invoiced by NETRI on a time spent basis.

10. Software licence
If applicable, NETRI grants the Customer a non-exclusive and strictly personal license to use the UPLINK software developed by NETRI (the “Software”), made available upon written request. The right to use the Software is limited to the reading and the analysis of the data generated by using the Products. The license is granted for use throughout the world, for six (6) months, except otherwise stated by NETRI. The software licensed, and any copies thereof, as well as any registered or unregistered trademarks, or any distinctive sign affixed to the Software and its associated documentation, remain the exclusive property of NETRI. The license to use granted under this T&Cs does not grant the Customer any right to the source code of the Software. In compensation for the license granted, NETRI is entitled to request the payment of a royalty to be indicated in the quotation / commercial proposal. In addition, the Customer shall share with NETRI, on a monthly basis, the data generated by the use of the Products, for the entire duration of this license, under the conditions set out in article 11 below. NETRI reserves the right to apply all necessary hardware and software protection to prevent unauthorised use of the Software. The Customer is not authorised to delete, alter, or reproduce them. The Customer is only authorized to use the Software under the conditions set out herein, unless NETRI expressly agrees to other uses of the said Software not expressly provided for, within the limits of the provisions of the Intellectual Property Code. The Customer is expressly prohibited from reproducing, even partially, copying, modifying, translating, inserting, even partially, into other products, distributing publicly, transferring, sub-licensing to third parties or allowing use by a third party, whether free of charge or for a fee, without the express written authorization of NETRI, the elements making up the Software and its associated documentation. If this is not the case, the Customer will be liable to NETRI and will compensate it for all prejudice, damage and costs incurred. The Customer is not authorized to delete or modify NETRI’s copyright mentions. Any pictorial and audiovisual elements and related documentation are considered to be an integral part of the Software. The executable codes of the Software may be downloaded by the Customer. In any event, the Customer may only use the Software on a single computer. The Software is deemed to have been used once it has been executed and is in the main memory or on another storage medium of a computer. The Customer is responsible for ensuring that all users of the Software comply with these T&Cs. The Customer expressly acknowledges that NETRI will not incur any liability if a claim is based on use of the Software which does not comply with the provisions hereof. Whatever the causes, conditions and form of termination of the present license, the Customer undertakes, with effect from the expiry date, to delete the source codes enabling the Software to be executed, together with any copies of the said software, all written documentation and all related advertising media.

11. Data
The data to be transferred to NETRI must be anonymized, using a method recognized and accredited by the data protection offices, before any transfer to NETRI. The data transferred to NETRI are to be used by NETRI for the purposes of developing additional services and solutions in relation to the products developed by NETRI, namely, but not limited to, training of its machine learning algorithms. The Customer recognizes that the anonymization of the data is a data processing, subject to compliance with the Regulation (UE) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) and that, within this framework, it acts as controller. The Customer warrants and guarantees that the data transferred to NETRI shall, in no cases, allow the direct or indirect identification of natural persons and that the anonymization process implemented complies with the data protection offices recommendations.

12. Warranty
NETRI warrants that its Products conform to the specifications contained in the Certificate of Analysis shipped to Customer. This warranty is valid for one (1) year as from the date of signature of the Certificate of Analysis. This warranty is not assignable. Customer’s sole and exclusive remedy (and NETRI’s sole and exclusive liability) with respect to any defective Products shall be replacement, at NETRI costs and expenses, of the defective Products by NETRI Within five (5) business days of receipt of the Product but prior to the end of the Warranty Period, the Customer must notify NETRI in writing of any nonconformity of the Products, describing the nonconformity in detail. Customer’s failure to properly notify NETRI in the Warranty Period voids the warranty described in this section. Warranty claim shall be notified to NETRI by e-mail at contact@netri.com to request a replacement Product. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NETRI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, THE SOFTWARE AND THE DATA GENERATED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND CUSTOMER WAIVES ALL RIGHTS AND REMEDIES, WITH RESPECT TO ANY DEFECTIVE COMMERCIAL PRODUCTS OTHER THAN THE EXPRESS WARRANTY AND REMEDY THEREFOR STATED ABOVE. NETRI makes no warranty of any kind or nature, neither express nor implied, for any product sold together with, or as a part of, the Products (e.g., an accessory accompanying a Product or a discrete component part of a Product that is a kit) that is not manufactured by NETRI. Terms and conditions of the manufacturer of the products sold together with the Products remain applicable.

13. Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NETRI SHALL NOT HAVE ANY LIABILITY FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION, EVEN IF NETRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER TERM OR IMPLICATION TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL NETRI’S LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS TO NETRI. NETRI shall assume no liability whatsoever for the quality and validity of data generated by the use of the Products (with or without the software). If the Customer passes to third parties data that was generated with the Products, then the Customer shall indemnify NETRI against all claims asserted by third parties against NETRI directly or indirectly (e.g. by way of recourse) due to the quality and validity of the data generated. NETRI will not be held responsible in any way whatsoever, alone or jointly, in the event of: a) use of the Products and/or the Software in other manner than solely in accordance with these T&Cs or for a purpose or in a manner other than the one for which the Products and/or the Software were designed; b) incorrect use, by the Customer, of the Product and/or the Software or its use in a physical or operating environment which is unsuitable or different from that indicated by NETRI, in particular in the technical documents supplied, or in a manner incompatible with the instructions and indications received; c) modifications, alterations or manipulations by the Customer or by third parties, without the authorisation of NETRI or in a manner that does not comply with such authorisation; d) use of the Product and/or Software in combination with other products, hardware, services and software owned or developed by third parties and for which NETRI has not given its authorization; e) defects and/or malfunctions in hardware (including computer and system software) used or owned by the Customer; f) acts or omissions of the Customer and/or its employees and associates, and in the event of negligence or wilful misconduct of the Customer or any third party for whom the Customer is responsible (including the Customer’s third party suppliers). NETRI will not be held responsible for delays in the performance of its obligations under the Contract where these arise from the Customer’s failure to comply with its undertakings.

14. Force majeure
NETRI shall not be responsible for delays in the shipment of or failure to ship the Products ordered by a customer, and reserve the right to cancel or delay any order or contract for Products, if such delay or failure is due to causes beyond its reasonable control, including “case of force majeure” under the meaning of Article 1218 of the French Civil Code, and including also without limitation, shortages of supplies due to unforeseen conditions, orders or actions of government agencies, acts of nature, strikes or other labor difficulties, embargoes, equipment breakdown. In the event of such delay, NETRI is allowed to cancel the order, without indemnification to the customer or to extend the date of delivery for a period equal to the time lost by reason of the delay.

15. Confidentiality
NETRI and the Customer mutually undertake a general obligation of confidentiality relating to the elements (documents on any device, and in particular Certificate of Analysis, specifications, discussion reports, plans, drawings, diagrams, know-how, etc.) exchanged in the context of ordering, manufacturing and supplying the Products, the Software and/or performing additional services.

16. Publication
The Customer undertakes to mention the name of NETRI in the publications and disclosure to a third party where its reports the use of the Products as well as the results obtained by using the Products. The Customer authorizes NETRI to mention its name on a reference list, which NETRI may display to its clients and prospects.

17. Data Protection and Privacy
The Customer is informed that the full name and professional contact details (including the e-mail address, the phone number and the postal address) of its legal representative and those of its person(s) in charge of the orders are processed by NETRI as controller in accordance with the General Data Protection Regulations (the “GDPR”) and the French Data Protection Act. This data is essential for the validity of the Contract and the proper performance by the Parties of their contractual obligations. It is processed on the basis of the execution of these T&Cs pursuant to Article 6.1.b. of the GDPR for the purposes of managing of the order process, creating and managing of the customer account, managing the sales execution, statistical monitoring and commercial prospecting and for managing the rights of the concerned persons. They are hosted at NETRI office in France and are for the entire duration of the contractual relationship and for 5 years following the end of the commercial relationship for archiving purposes. In accordance with the regulations applicable to the protection of personal data, each Party undertakes to take all necessary precautions, having regard to the nature of the data and the risks presented by the processing, to safeguard the security of the personal data processed and, in particular, to prevent such personal data from being distorted, damaged or accessed by unauthorised third parties. Each person whose personal data are processed has a right to limit the processing, a right of access, rectification, deletion and portability of his/her data concerning. He/she may expressly object to the processing of his/her personal data, unless this opposition affects the proper performance of the T&Cs. In this context, the Customer is responsible for providing its concerned personnel, on behalf of NETRI, with all information relating to the processing operations carried out by NETRI and which is based on the execution of these T&Cs. To exercise these rights, each data subject may write to NETRI at the following address: rgdp@netri.com by indicating his/her surname, first name, address and proof of identity. The letter must be signed and be specifying the address to which the reply must be sent. A reply will then be sent to the person concerned within one (1) month of receipt of the request. Finally, the Customer is informed of its right to apply to the competent administrative authority if it considers that its rights or those of its staff have not been respected.

18. Miscellaneous
NETRI reserves the right to make changes in design, production, manufacture, or characteristics of the Products or to improve the Products at any time and in any way, without incurring any obligations to replace or modify any Products previously sold to Customer. The waiver of any T&C shall not affect any other term or condition herein. In the event that any provision of these terms and conditions or portion thereof is found to be illegal or unenforceable, these terms and conditions shall be construed without the unenforceable provision or portion thereof. Headings of sections herein are for convenience only and shall not affect the construction or interpretation hereof. The fact that NETRI does not invoke any of the clauses herein at any given time shall not constitute a waiver of its right to avail itself of these same clauses at a later date.

19. Applicable law and jurisdiction


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