Terms & conditions

A. General Terms

Scope of application

By placing an order with Terabee or one of its subsidiaries (“Terabee”), Customer shall be deemed to accept these general terms and conditions without qualification, and in spite of any specific clauses to the contrary that may appear on Customer’s order form or general conditions of purchase.

Acceptance of any supplementary conditions shall not amount to a waiver of these general conditions of sale.

These terms and conditions shall systematically govern any Products provided by Terabee, to the exclusion of any documents such as brochures, catalogues, literature or drawings that may be issued by Terabee for information purposes and that have no binding value.

Terabee Products

The word “Products” means the Terabee products, components, systems, parts, assemblies, solutions, materials, supplies, services, code and documentation supplied by Terabee.

Orders and Payment

The Terabee sales representative will issue a quote in respect of the Products and Customer shall either sign and return the quote and/or place an authorised Purchase Order in line with said quote.

Prices stated within the quote, and accepted within an issued Purchase Order shall be given on an FCA (Terabee headquarters) (Incoterms 2020) basis, exclusive of taxes and packing.

Customer is responsible for the payment of any excise, use, custom duty or similar taxes that may be applicable in the territory where any Product is delivered.

Deliveries

Except as otherwise agreed in writing by Terabee, delivery shall be deemed to take place when the Products have been given to a carrier designated by Customer, or failing that, chosen by Terabee, or have been made available at the premises mentioned in the notification issued by Terabee to Customer that the Products have thus become available.

Delivery times, if indicated, are only approximate and may in no event justify the payment of penalties for delay damages, withholding of payment, or cancellation of any orders in progress, regardless of their causes, length or consequences.

Transfer of risks – Transport

Products shall be sold FCA (Terabee headquarters) (Incoterms 2020) unless otherwise indicated in writing by Terabee and shall be carried at the risk of Customer, notwithstanding the reservation of title provision herein, and regardless of the stipulations in the order pertaining to the transport.

Products shall be transported at the expense of Customer, including all insurances, by the carrier designated thereby, or otherwise chosen by Terabee.

Customer shall be responsible for submitting any observations and reservations to the transport in the event of any loss or damage during transport, by registered letter with return receipt, within three days as from the receipt of the Products.

Intellectual and industrial property rights

All intellectual or industrial property rights relating to the Products shall remain the exclusive property of Terabee. The payment by Customer of the price for such Products shall not constitute any assignment of such rights or any license thereto (except for the license on Software set out below).

Customer warrants that any manufacturing and/or integration process implemented by or for Customer and/or any Customer products incorporating or operating in conjunction with any Products supplied hereunder, shall not infringe any intellectual or industrial property rights of third parties.

Customer shall be fully responsible for any claim or action being brought by a third party, as a result of which the manufacturing and/or integration process implemented by or for Customer and/or any Customer products incorporating or operating in conjunction with, any Products supplied hereunder, is prohibited, limited or modified.

Customer shall ensure that the use of the Products is not infringing any third party intellectual and/or industrial property rights and Terabee hereby disclaims any warranty of non-infringement of such rights in relation to such use.

Customer shall defend, hold harmless and indemnify Terabee from and against any liabilities, damages, costs, expenses (including, but not limited to, reasonable attorney fees) and losses arising out of or in connection with such claim or action.

Customer also undertakes to indemnify Terabee against the entire damage, losses and costs caused to Terabee because of any partial or total non-performance of the order by Customer.

Customer acknowledges that in the event of any proceedings being brought against it for infringement of any property rights whatsoever belonging to a third party, Terabee shall be entitled to automatically terminate as of right any orders in progress by sending a registered letter return receipt requested, without prejudice to its rights and remedies with respect to Customer.

Any software provided as a Product or integrated in any Products (“Software”) is protected by copyright pursuant to the applicable international conventions and, as the case may be, by other intellectual property rights. Subject to third party rights on licensed technology integrated by Terabee in the Software, Customer acknowledges that Terabee has exclusive property rights to the elements of the Software. Therefore, Customer shall not claim or challenge any rights to the Software. Terabee hereby grants to Customer a non-exclusive, non-transferable, worldwide right to use any Software only for the duration specified in the order or otherwise for the useful life of the Product. Terabee retains the right to correct the Software and Customer agrees to make a written request to Terabee and provide Terabee with reasonable notice prior to exercising any statutory right in relation thereto. Rights holders reserve all rights granted by applicable law.

Reverse Engineering

Customer agrees that it will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, or other information from the physical hardware and/or binary code of any Terabee Product or software without Terabee’s prior written consent. Terabee, in its sole discretion, agrees to consider (for a fee or otherwise) to grant such consent, solely for the purpose of enabling Customer to obtain such information as is necessary for Customer to achieve interoperability of independently created software with the Terabee solution. Any information supplied to or obtained by Customer under this section is confidential information of Terabee and subject to the obligations of the agreed confidentiality or Mutual Non-Disclosure Agreement, may only be used by Customer for the purpose described in this section, and will not be disclosed to any third party or used to create any product or solution which is substantially similar to the expression of the Terabee technology.

Limited Warranty

Terabee warrants that the Products supplied hereunder will under normal and proper use, be free from defects in material and workmanship and will conform to Terabee’s applicable standard written specifications for a period of twelve (12) months from the date of delivery (the “Warranty Period”).

These limited warranty obligations only apply if :

(i) written notice is received five (5) working days after discovery of the defect by Customer and before the expiration of the Warranty Period, the Customer shall provide Terabee with all information, documentation or other evidence reasonably requested for the purposes of Terabee’s investigation. Terabee reserves the right to reject any complaint, claim of faulty or damaged Products or other claim by Customer if Customer fails to supply adequate evidence in support of such claim,

(ii) after Terabee’s written authorization, Products are returned to Terabee’s original shipping point, freight charges prepaid, and

(iii) after examination Products are recognized as defective by Terabee.

Terabee’s warranty shall be limited to the repair or the replacement, free of charge, of any Products that are recognized as defective by Terabee or, in lieu of repair or replacement and at Terabee’s sole discretion, to the refund of the price received by Terabee from Customer for such defective Products, to the exclusion of any other liability or indemnity to the Customer.

This warranty will not apply if the Products are subject to operating and/or environmental conditions in excess of the maximum values stated in the applicable specifications or otherwise have been subject to, inter alia, misuse, tampering, neglect, improper installation, abnormal stress, repair, modification, alteration or damage. The warranty does not apply to fair wear and tear.

Except as is set out in this section, Terabee grants no other warranties, either expressed or implied, including any implied warranties of quality, merchantability and fitness for a particular purpose. The parties hereby expressly waive and disclaim the statutory warranty of hidden defects.

Terabee shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment.

The Customer is not entitled to assign the benefit of the warranty provided in this clause without Terabee’s prior written consent.

The above warranty does not extend to parts, materials or equipment not manufactured by Terabee, in respect of which Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Terabee.

Except for specific product documentation (expressly defined as such), all information, images, descriptions, demonstrations, applications, code or programming examples accompanying the products and/or displayed on Terabee’s website are presented for instructional value and are not binding on Terabee or part of the contract. Terabee disclaims any responsibility for any damages which may result from the use of the above.

Terabee reserves the right to make changes, corrections, enhancements, modifications, and improvements to products and/or documentation at any time without notice.

Limitation of Liability

Under no circumstances shall Terabee’s liability hereunder exceed an amount equal to the net amount of the order of Products or services which gave rise to the liability. The foregoing limitation will apply whether an action is in contract or tort, and regardless of the theory of liability.

Terabee shall not be liable and shall not grant any warranty to Customer or any third party for any losses, damages, liabilities, costs or expenses incurred or arising or resulting from the use of any Product as, components in (a) any military or military related uses, application or system, including but not limited to military device, nuclear facilities, weapons device, method, application or system (b) any spatial or spatial related uses, including device, method, application or system (c) any medical, lifesaving or life support device or system, or (d) any safety device or system in any automotive application and mechanism (including but not limited to automotive brake or airbag systems), or (e) any air traffic control device, application or system, or (f) any other device, application or system, in connection with such uses.

Terabee shall not be liable or responsible for any litigation, lawsuit or claims incurred or arising or resulting from the use of any Product.

Exclusion of Consequential and Related Damages

In no event shall Terabee be liable under any legal theory for any indirect, special, incidental and/or consequential damages. Damages such as but not limited to loss of profits, loss of revenue, loss of savings, loss of goodwill and/or loss of data shall be deemed as indirect and/or consequential damages and shall not give rise to any liability of Terabee hereunder, nor to payment of any compensation by Terabee, even if Terabee has been advised of the possibility of such damages.

Beta Versions

Customer accepts that Terabee Products may be in the stage of development and in prototype status and are therefore exclusively designed to be used for test purposes. In no event will Terabee assume any responsibility, or be liable, to its customers or any third party for any loss, damage or injury which results from the use or application by its customers of all and any of the above Terabee Products.

The limitations and exclusions of liability provided in this section constitute an essential and determining condition of Terabee willingness to enter into this contract and shall apply in all circumstances, including in case of breach of an essential obligation.

Confidentiality

Any information that may have been brought to the knowledge of Customer in the context of the order, whether or not it is covered by an intellectual property right and regardless of its nature, in particular and without limitation any documents, specifications, studies, designs, drawings, know-how, tools and components (“Information”) shall remain strictly confidential.

Customer undertakes not to disclose or forward the said Information to any third party, and to take any necessary measures to ensure compliance with this confidentiality clause by its respective members of staff. The confidentiality obligations set forth herein will be valid for a minimal period of three (3) years as from disclosure. However, confidentiality obligations with respect to any source code will be valid for the whole duration of protection by the applicable intellectual property rights.

Abrupt change in circumstances

If during the fulfilment of the order, due to any economic, political or legal circumstances, the spirit and economics of the relations between the parties should be modified to the extent that the fulfilment of the order is rendered detrimental to Terabee, the parties undertake to renegotiate the terms of the order in order to remedy such unreasonable effect as far as is reasonably possible.

In such a case, Terabee shall send a written report on such circumstances. The parties shall meet within thirty (30) days as of the date such written report is provided to Customer. Should the parties fail to reach an agreement within a period of sixty (60) days as of said date the written report is provided to Customer, Terabee may terminate as of right the remainder of the order (by giving one (1) month prior notice). Should the parties reach an agreement, they shall pursue the order and their commercial relations in accordance therewith. Such agreement shall be contained in an amendment to the order signed by both parties.

Force majeure

Terabee shall be released from any obligation and shall not be held liable for any damages or remedies in the event of force majeure or any event beyond Terabee’s reasonable control. Occurrence of force majeure event shall suspend Terabee’s obligation to make the Products available. Customer shall remain liable for payment of all Products sold up to the occurrence of such force majeure event.

Privacy

The present Terms and Conditions of Sale are subject to our Privacy Policy, available at https://www.terabee.com/legal-mentions. By placing an order with Terabee you officially become one of our customers, and we may use your company name or logo in presentations or media material. If you wish to remain anonymous, please add a note to your order or contact us in writing (via email) stating your wish.

Applicable law – Jurisdiction

The Parties expressly agree that this Agreement shall be governed by and construed in accordance with the laws of France, without regard to any conflicts of laws principles or the U.N. Convention on Contracts for the International Sale of Goods. All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity, performance, expiration or termination, shall, unless amicably settled between the Parties through negotiation and/or mediation within sixty (60) days after such dispute arises, be submitted to the exclusive jurisdiction of the competent courts of Paris, France.

Assignment

Customer may not assign or transfer this Agreement, in whole or in part, or any of its rights or duties hereunder, without the prior written consent of Terabee, except in case of merger, reverse merger, spin-off, consolidation, acquisition affecting Customer or Customer’s assets or by operation of law. Any attempted assignment in violation of this Agreement is void. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of the Parties and their respective successors or permitted assigns.

Severability

If any court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part will remain in full force and effect to the extent it is not held invalid or unenforceable. The invalid or unenforceable provision shall be changed and interpreted so as to best accomplish its intent within the limits of the applicable law or court decisions.

Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision of this Agreement.

Relationship of the Parties

Nothing in this Agreement shall make Parties joint venturers, or otherwise associated in or with the business of the other. Neither party shall be liable for any debts or other liabilities of the other Party, its agents or employees. Neither party is authorized to incur debts or other obligations of any kind on the part of or as agent for the other. Any notification concerning performance of this Agreement shall be sent to the other Party in writing.