Home » General Terms and Conditions of Sale

General Terms and Conditions of Sale (GTCS)

These General Terms and Conditions of Sale (“GTCS”) are drawn up between METEODYN SAS, with a share capital of 87,800 euros, entered on the Nantes Trade and Companies Register under number 448 001 099 and with registered office at 7 Rue Duguay Trouin 44800 Saint-Herblain, France, represented by its Chairman (“METEODYN”) and the customer identified as “Customer” in METEODYN offer (“Offer”), METEODYN and the Customer hereinafter called individually the “Party” or jointly the “Parties”. In accordance with Article L 441-6 of the French Commercial Code, these GTCS form the sole basis of the commercial negotiation between the Parties. The Customer acknowledges having received a copy of these GTCS before signing the Offer with a view to enter into a contract with METEODYN. METEODYN consulting services are solely aimed at professionals or public institutions in France or abroad (hereinafter referred to as “Customer(s)”). Under no circumstances may the Customer be regarded as a consumer and thereby claim to be entitled to benefit from any regulations relating to consumer protection. If several contractual documents exist, the following order of priority shall apply: (i) METEODYN Offer (ii) specific contract if signed by both Parties, (iii) these GTCS (iv) the Customer’s purchase order if it has been signed by METEODYN. All these documents constitute the contract (“Contract”) that binds the Parties. The Customer’s general terms of purchase or any equivalent document shall not apply.

1. Purpose

These GTCS set out the terms and conditions under which METEODYN provides its consulting services (the “Services”)

2. Offer/Orders

METEODYN’s Offer describes the Services and the terms governing their provision to the Customer. No order shall be considered binding until METEODYN has received the duly signed Offer (either manually or electronically) by the Customer.

The terms of the Offer are strictly confidential and shall not be shared with/made available to any third party.

3. Term of the Contract – suspension – termination

The term of the Contract is provided for in the Offer.

In case the Customer terminates the Contract before its term for convenience, the remaining price for the Services as stated in the Offer shall be due and will be invoiced by METEODYN.

METEODYN may suspend the Contract if the Customer fails to pay any amount by the due date.

The Customer will not be entitled to claim any compensation if any direct or indirect damage is caused to it as a result of such termination or suspension of the Contract.

4. METEODYN’s obligations – warranties – liability

METEODYN will use its best endeavors to fulfil the Customer’s order as set out in the Offer.

METEODYN will not be bound by its obligations under the Contract or held liable if:

  • an action or omission affecting METEODYN’s fulfillment of the order is attributable to the Customer;
  • the Customer uses the Services in a manner that is not consistent with its intended purpose;
  • the conditions under which the order is fulfilled are affected by any external event, such as Force Majeure or third-party action or omission.

METEODYN may only be held liable for direct damages caused exclusively by METEODYN.

As the data used for the provision of Services might be third-party data, METEODYN cannot under any circumstances guarantee the timely provision of such data, nor the accuracy or suitability of such data for any purpose whatsoever. As such, the Customer undertakes not to file any claims or legal procedures on these grounds against METEODYN or the third-party provider of data.

The Parties expressly agree that in no case METEODYN’s liability shall cover indirect damages such as operating losses (loss of profits, savings, orders, customers, commercial information), loss of earnings, commercial harm, economic loss, cost of acquiring replacement products or services, as well as any reputational harm that may be suffered by the Customer, whatever the cause and whatever the basis of the liability invoked.

The Parties agree that the Services are delivered “as is”, without express or implied guarantees concerning their reliability, quality or suitability for particular needs or uses. Therefore, METEODYN shall not be liable for any damage that is directly or indirectly caused by the use or interpretation by the Customer and/or any third party of any data, information, reports or any deliverables/results related to the Services, nor shall METEODYN be held liable for any damage that may occur to the Customer’s property or to third parties as a result of the use of such data, information, reports or any deliverables/results related to the Services.

The Parties expressly agree that throughout the term of the Contract during which the loss or damage occurred and regardless of the event that may have caused such loss or damage, METEODYN’s total, cumulative contractual liability may not exceed the price invoiced to and paid by the Customer during the twelve (12) months preceding the event which has caused such loss or damage, regardless of the nature, basis and form of the procedure filed by the Customer against METEODYN.

5. Financial terms and payment terms

The price of the Services, as well as the invoice schedule, is set out in the Offer for the overall duration of the Services stated therein. These do not include any taxes, customs duties or other charges (foreign exchange fees/bank charges), for which the Customer is responsible, and which may be invoiced in addition, if necessary. The amounts paid by the Customer to METEODYN must correspond exactly to the amounts specified on the invoices. Payment shall be considered to have been made once the amount has been credited to METEODYN’s bank account. Unless otherwise agreed in writing between the Parties, no discounts or rebates shall be applied by METEODYN. Moreover, the Customer expressly waives its rights in terms of price reductions, as provided for in Article 1223 of the French Civil Code.

Invoices issued by METEODYN, in electronic format only, shall be paid by the Customer within thirty (30) calendar days of their date of issue.

Any sums already paid by the Customer shall not be reimbursed by METEODYN.

6. Late payment

Any failure, in whole or in part, to pay any sum owed under the Contract on its due date will automatically and without prior notice lead to the following:

  • all sums remaining payable by the Customer under the Contract (whatever the payment terms specified) will immediately fall due for payment;
  • the amounts due shall be increased with a late-payment penalty calculated on the totality of the outstanding amounts due by the Customer, from the due date to the date of the actual payment and corresponding to the European Central Bank rate in force, increased by ten points. If the ECB rate is negative, METEODYN shall apply the 0% rate plus ten points.

Moreover, in the event of late payment, the Customer is liable to pay fixed compensation of EURO 40 for recovery costs. The actual costs incurred may be invoiced upon presentation of receipts. Any disagreement concerning an invoice must be duly substantiated and sent by email to info@meteodyn.com, within eight (8) days of the invoice issue date. In the absence of this procedure, the Customer will be deemed to have accepted the invoice and therefore shall pay the due amount.

7. Intellectual Property Rights – Data ownership – Use of data

The data created and/or provided by the Customer within the Services remain the property of the Customer. The images/data used by METEODYN to provide Services and/or provided to the Customer within the Services, which belong to third party providers, may be used by the Customer only for internal and non-commercial purposes. The Customer may be required to sign a separate end-user license agreement in relation to the use of such images/data.

The deliverables/results provided by METEODYN in the framework of Services shall become the property of the Customer. However, the Customer shall, when disclosing/publishing such deliverables/results, mention that these were obtained within METEODYN’s Services.

Unless METEODYN has given its prior written consent, the Customer shall not remove from the deliverables/results provided within the Services the reference to METEODYN’s ownership of any intellectual property rights or other similar reference regarding any ownership (such as for instance ownership of third-party data, as the case may be).

The solutions/software used for the provision of Services are original creation and, as such, are copyright protected (Article L. 111-1 of the French Intellectual Property Code). METEODYN is and remains the owner of all intellectual property rights over such solutions/software. Under this Contract no intellectual property rights or source codes related to such solutions/software are transferred to the Customer.

The Services do not process personal data.

8 Audit of the Customer’s compliance with its obligations

The Customer shall allow METEODYN to access, inspect and audit the Customer’s records, accounts and other relevant information and premises (including allowing copying of documents), during normal business hours on business days and subject to a minimum of seven (7) business days’ notice, to the extent this is reasonably required for the purpose of verifying the Customer’s compliance with its obligations under this Contract (especially regarding confidentiality, use of Services, intellectual property). Therefore, METEODYN may, at its discretion, conduct an audit once a year to ensure that the Customer is complying with its obligations. This audit will be undertaken at its own expense and carried out directly or through any independent external service provider, provided that the latter is not in direct competition with the Customer. The Customer will cooperate in good faith with the auditor and will assume the cost of the time spent by its staff. The audit report is handed over to both Parties. However, subject to giving a legitimate reason, the Customer may object to the date of the audit, or the individuals appointed to carry out the audit. If the audit report reveals a significant breach of the Customer’s obligations under the Contract, the Customer undertakes to rectify that situation in accordance with the recommendations given in the report, within seven (7) calendar days. In this case the cost of the audit will be invoiced by METEODYN to the Customer. If the Customer refuses or fails to correct the breach within the above deadline, METEODYN reserves the right to terminate the Contract immediately.

9. Force Majeure

The Parties will not be held liable for breach of any of their obligations under the Contract if that breach is the result of a force majeure event, as defined in Article 1218 of the French Civil Code.

The Party suffering the event must immediately inform the other Party of its inability to perform its obligations and provide description of the force majeure event. The suspension of obligations will not under any circumstances constitute grounds for liability owing to non-performance of the obligation in question or bring about the payment of damages or late penalties. Nevertheless, as soon as the reason for the suspension of their mutual obligations disappears, the Parties will make every effort to resume the normal performance of their contractual obligations as soon as possible.

The Parties expressly agree that under no circumstances may force majeure be invoked to justify any delay or failure in the performance of the payment obligations set out in the Contract.

10. Assignment of the Contract

This Contract is not transferable either in whole or in part. However, the Customer expressly agrees in advance that METEODYN may assign or transfer the Contract to an assignee of its choice, in particular in the event of transfer of all or part of METEODYN’s assets or shares in any manner whatsoever, for example following acquisition, merger, takeover or sale.

11. Miscellaneous provisions

If any of the provisions of the Contract are declared invalid in any way and for any reason whatsoever, the invalid provisions will be deemed unwritten and will not invalidate the other provisions. No waiver by either Party of any of its rights under the Contract will constitute a future waiver of those rights. If the Contract is translated into another language, the English version shall prevail. Each of the Parties declares that they have taken out an insurance policy with a reliable insurance company to cover the financial consequences of any criminal or contractual liability incurred in the performance of the Services. The Parties accept and acknowledge the validity of any email exchange between them. In case the Customer wishes METEODYN to provide the deliverables/results in the framework of Services in any other language than English or French, METEODYN shall not be liable for any errors or omissions related to the translations of such deliverables/results into the required language. In any case, the English or French version shall prevail.

12. Applicable law – Dispute resolution

This Contract is governed by French law. ANY DISPUTE IN RELATION TO THE CONTRACT AND, IN PARTICULAR, CONCERNING ITS SIGNING, PERFORMANCE, INTERPRETATION, TERMINATION OR VALIDITY WILL BE REFERRED TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT IN NANTES (FRANCE) EXCEPT FOR CASES WHERE THE DISPUTE FALLS UNDER THE JURISDICTION OF THE REGIONAL COURT IN RENNES (FRANCE) IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE FRENCH INTELLECTUAL PROPERTY CODE.