General Terms and Conditions of Sale (GTCS)

Preliminary
Syskern, registered with the Paris Trade and Companies Register under number 929 292 076 RCS Paris, with its registered office at 31 Rue Tronchet, 75008 Paris, and subject to VAT under the number FR16929292076, issues these General Terms and Conditions of Sale (GTCS) that apply to all transactions between Syskern and its clients, unless specific terms have been agreed in writing.

I. General Provisions
These General Terms and Conditions of Sale (hereinafter “GTCS”) exclusively govern the commercial relations between Syskern (hereinafter “the Company”) and its clients (hereinafter “the Clients”) for the supply of products and/or associated services. The Company reserves the right to modify the GTCS at any time, with the applicable GTCS being those in effect on the date of the order. Any order implies the unreserved acceptance of these GTCS, which prevail over any other conditions not agreed upon in writing between the parties.

II. Orders
1. Product Orders 

Any product order is considered accepted by the Company after written confirmation or the shipment of the products. Modifications or cancellations of orders will only be possible with the Company’s written consent. In case of cancellation without prior agreement, the Client may be charged fees. Any order below a certain amount may be refused by the Company.
2. Service Orders 

The Company offers various services subject to these GTCS and specific conditions. Any modification, cancellation, or postponement of a service by the Client must be validated by the Company, and any costs incurred will be the responsibility of the Client. The Company reserves the right to subcontract the execution of services.

III. Prices
The prices for Syskern products are updated monthly through an official price list, valid for one month from its release date. For products not listed, price offers are valid for fifteen (15) days for standard products and five (5) days for cables, unless otherwise stated. Prices are quoted excluding taxes and additional fees.
For services, prices are based on information provided by the client and may be adjusted in case of unforeseen events affecting the service or product availability.

IV. Payment Terms
Invoices are payable in full, with no discount. Syskern reserves the right to request advance payment or additional guarantees depending on the Client’s financial situation. No discount is granted for advance payments. Non-stocked products must be paid for at the time of order unless otherwise agreed in writing. No suspension or offsetting of payments is allowed.

V. Late Payment and Non-Payment
In the event of late payment or non-payment, all amounts owed by the Client become immediately due without prior notice. Syskern reserves the right to suspend any new delivery or service. The Client will be required to pay:
Late payment penalties at the legal interest rate plus 10%;
A fixed compensation of 40 euros per unpaid invoice;
A penalty clause equal to 15% of the unpaid amount.

VI. Delivery – Transport
Syskern product delivery times are indicative, and exceeding them will not result in penalties or order cancellations. Delivery is deemed complete at the point of sale specified in the quotation, and additional shipping costs may be charged to the Client. The Client is responsible for verifying the condition of the products upon delivery and reporting any issues according to the applicable claims procedure.

VII. Transfer of Risk
Syskern is responsible for the products during transport. Risk is transferred to the client upon receipt of the goods. The Client must check the quantity, quality, and condition of the products upon delivery and report any damage in accordance with article VI.

VIII. Returns – Recycling – Destruction
Products are neither returned nor exchanged unless prior written agreement is obtained. If accepted, a product may be returned under specific conditions, with a minimum deduction of 10% from the invoiced value.

IX. Retention of Title Clause
In accordance with articles 2367 and following of the French Civil Code, products sold remain the property of Syskern until full payment is received. The Client must keep the products in good condition and may not resell them without prior agreement. In the event of non-payment, Syskern may reclaim unpaid products and require their immediate return.

X. Termination
In the event of non-payment or serious breach, Syskern reserves the right to suspend deliveries or terminate contracts after formal notice, with the return of unpaid products and a claim for damages.

XI. Ethics and Compliance
Syskern is committed to the principles outlined in its Charter of Transparency and Integrity: Combating Corruption and Adhering to Ethical Principles. The Client agrees to comply with similar standards and review the Charter.
Corruption / Money Laundering: The Client agrees to comply with anti-corruption laws and guarantees that they will not engage in corrupt practices. Any breach may result in the immediate termination of the contract by Syskern without notice or compensation.

XII. Warranties / Liability
1. Warranties  Syskern, as the manufacturer, guarantees its products against any manufacturing defects, provided they are installed and used according to the recommendations. The warranty is excluded in cases of unauthorized adaptation, modification, or repair by a third party, or misuse. In the event of a defective product, Syskern commits to repair or replace it.
2. Liability  Syskern’s liability is limited to the tax-exclusive price of the defective product. Indirect or immaterial damages, such as loss of revenue or clients, cannot be claimed from Syskern.

XIII. Force Majeure
Neither party shall be held responsible for the failure to fulfill its obligations if such failure is due to force majeure, as defined by article 1218 of the French Civil Code and French case law. Strikes, staff shortages, breakdowns, and pandemics are considered force majeure. The affected party must inform the other party as soon as possible. If the situation lasts more than ten (10) days, Syskern may terminate the affected order with five (5) working days’ notice, without compensation.

XIV. Personal Data
Each party agrees to comply with applicable data protection laws, particularly the General Data Protection Regulation (GDPR). Syskern implements technical and organizational measures to ensure the confidentiality, integrity, and security of data. For more information, see Syskern’s Data Protection Policy available upon request.

XV. Intellectual Property
All intellectual property rights related to Syskern’s trademarks, logos, products, presentations, and documents remain the exclusive property of Syskern. The Client only benefits from a limited right of use, without the ability to sublicense or transfer. The Client agrees to respect these rights and not to infringe on Syskern’s intellectual property.

XVI. Hygiene and Safety – Insurance
The Client is responsible for implementing safety measures when Syskern personnel intervene on its site. The Client must inform Syskern of specific risks and ensure the safety of its personnel. The Client must also be covered by liability insurance for any potential damage.

XVII. Confidentiality
The Client agrees to maintain the confidentiality of information received from Syskern and to take all necessary precautions to prevent its disclosure.

XVIII. Governing Law and Jurisdiction
Syskern’s commercial relations with its clients are governed by French law. In the event of a dispute, the competent court will be that of Syskern’s registered office.

The Management.