GENERAL TERMS AND CONDITIONS OF SALE - ANYFIELDS
1. Scope and definitions
These General Terms and Conditions of Sale and Services (“General Terms“) apply to the sale of antenna testing, diagnostic, and measurement tools and equipment (“Products“), as well as associated services – studies, demonstrations, analyses, tests, installation, training, support, maintenance, etc. – (“Services“), offered and provided by ANYFIELDS – RCS No. 902 150 267 – (“ANYFIELDS“) to fulfill a professional client’s project (“Project“), as described in the technical and commercial proposal submitted by ANYFIELDS (“TCP“).
By accepting the TCP, the Client fully and unconditionally accepts these General Terms. Any different or conflicting conditions put forward by the Client shall, in the absence of prior written acceptance by ANYFIELDS, be unenforceable against it. These General Terms may, where applicable, be amended or supplemented by special terms set out in the TCP or formalized by a separate agreement.
2. Products and services
2.1 Scope
The Products and/or Services provided by ANYFIELDS are described in the TCP. The supply of Products and/or Services is contingent upon the Client’s acceptance of the TCP. Any Product and/or Service not expressly provided for in the TCP shall be subject to an amendment to the TCP and/or a quote issued by ANYFIELDS and validated by the Client.
ANYFIELDS is bound by a general best-efforts obligation in the context of supplying the Products and/or Services. ANYFIELDS acts, under all circumstances, as an independent entity, in its own name, on its own behalf, and under its own responsibility.
2.2 Client collaboration
The Client acknowledges that the supply of Products and/or Services by ANYFIELDS requires its close collaboration. The Client shall perform in good faith the obligations arising from these General Terms and the TCP, and shall refrain from taking or causing to be taken any act or measure, or from concluding or causing to be concluded any agreement, that would hinder the proper performance of ANYFIELDS’s obligations.
Without limiting the generality of the foregoing, the Client undertakes in particular to: (a) ensure the accuracy and completeness of the description of its Project as set out in the TCP and/or as communicated to ANYFIELDS; (b) designate one or more available and competent point(s) of contact to liaise with ANYFIELDS teams; (c) provide ANYFIELDS with all necessary elements, and in particular all Client Data (as defined below), to enable the supply of the Products and/or Services; (d) be available for any progress meetings organized by ANYFIELDS.
2.3 Timelines
The delivery timelines for the Products and/or Services are, where applicable, set out in the TCP based on the nature of the Client’s Project and the Products, Services, and deliverables concerned. These timelines may be adjusted by mutual agreement as the Project progresses.
In any case, delays may not give rise to penalties, damages, price reimbursements, deductions, and/or set-offs without verification of the grievance and without the Client substantiating the actual harm suffered, and in any event in cases of force majeure. In all circumstances, compliance with the schedule can only be achieved if the Client is up to date with its obligations and actively collaborates with ANYFIELDS.
3. Delivery, installation, and use of products
3.1 Delivery and Transfer of Risk
Where the TCP provides for the delivery of Products, delivery shall be carried out, at the Client’s choice, either by ANYFIELDS (or through an independent carrier mandated for this purpose by ANYFIELDS), or by means of transport arranged by the Client.
Where ANYFIELDS arranges transport, delivery and transfer of risk occur when the Products are physically delivered to the address indicated by the Client (Incoterm Delivered Duty Paid – DDP 2020). From that date, the Client bears all risks to which the Products may be subject or which they may cause.
Where the Client arranges transport, delivery and transfer of risk occur when the Products are made available to the Client or any carrier from ANYFIELDS’s premises (Incoterm Ex-Works – EXW 2020). From that date, the Client bears all risks to which the Products may be subject or which they may cause.
Delivery of Products may only be postponed with ANYFIELDS’s prior written consent. Should the Client fail to take delivery of the Products under the agreed conditions, ANYFIELDS shall be entitled to pass on to the Client all additional costs and expenses related to rerouting and/or extended storage of the Products.
3.2 Retention of title
Title to the Products shall not transfer to the Client until full payment of the price, including fees and interest, has been received. In the event of partial or total non-payment, ANYFIELDS may exercise any action pursuant to this retention of title clause. In such case, the Client shall, at its own expense, risk, and peril, return the unpaid Products upon request by ANYFIELDS sent by recorded delivery letter, without prejudice to ANYFIELDS’s right to retain any amounts already partially paid.
3.3 Installation and use conditions
Subject to provision in the TCP, ANYFIELDS may provide assembly and installation Services for the Products, as well as training Services for the Client’s teams.
In all cases, the Products are delivered with their documentation, including description sheets and user manuals (the “Documentation“), which the Client undertakes to read and follow carefully.
Notwithstanding the foregoing, the Client remains responsible for: (a) the movement and use of the Products carried out by itself and/or any person under its supervision; (b) the conditions, context, objects (including the antennas tested), peripheral equipment belonging to it and/or the environment in and with which the Products are handled, installed, and used; (c) any damage (material or physical) that may be directly or indirectly caused by the Products, resulting from abnormal handling, movement, or use, or use contrary to the intended purpose and characteristics of the Products.
In all cases, the Client is required to store, handle, move, and use the Products in a manner consistent with their purpose and characteristics, and in compliance with the Documentation as well as any other handling and usage instructions provided by ANYFIELDS.
ANYFIELDS shall not be held liable for any damage arising from handling, movement, use, or storage of the Products contrary to the above provisions, the nature, and the intended purpose of the Products, nor for any damage caused by antennas, materials, equipment, and accessories (associated with the use of the Products) not supplied by ANYFIELDS.
4. Performance and acceptance of services
Depending on the nature of the Services set out in the TCP, ANYFIELDS may carry out all or part of the Services at the Client’s premises or at any other location designated by the Client. In such cases, the Client undertakes to facilitate ANYFIELDS’s access to the relevant premises and to make available all useful and necessary means to enable ANYFIELDS to perform the agreed Services.
ANYFIELDS shall perform the Services in accordance with the conditions, terms, and limitations set out in the TCP.
Any complaint, reservation, or dispute regarding the performance of the Services, on whatever legal grounds, must be notified in writing by the Client no later than 7 calendar days after the complete performance of the Services by ANYFIELDS. The Client must give ANYFIELDS every facility to investigate and verify the notified grievances.
Subject to compliance with the above conditions, any grievances regarding the performance of the Services shall result in (a) the necessary corrections, adaptations, and/or modifications to address the Client’s grievances; or (b) a credit note issued in the Client’s favor; to the exclusion of any other compensation, deduction, or penalty.
5. Price and payment
The price of the Products and/or Services, as well as any agreed deposits and payment installments, are set out in the TCP. Unless otherwise stated in the TCP, invoices issued by ANYFIELDS are payable within 30 calendar days of receipt. Unless otherwise agreed, no early payment discount is granted.
For any late payment, ANYFIELDS may claim as of right: (a) a penalty on the amounts due calculated on the basis of the ECB rate plus 10 percentage points; (b) a flat-rate recovery fee of €40; (c) without prejudice to the right to suspend the supply of Products and/or Services in progress.
If the Client wishes to interrupt and/or terminate the Project prior to the delivery of all concerned Products, Services, and/or deliverables, it shall automatically be liable to ANYFIELDS for the amounts corresponding to the portion of Products, Services, and deliverables already supplied, based on a progress statement and supporting documents provided by ANYFIELDS.
6. Warranties and liability relating to products
6.1 Inspection
The condition, absence of apparent defects, and conformity in quality and quantity of the Products must be verified by the Client upon delivery. To preserve any recourse against the carrier, the Client must record its complaints, reservations, or disputes on the delivery note and confirm them by recorded delivery letter to the carrier and to ANYFIELDS within 48 hours of delivery.
6.2 Conformity
The Client’s unconditional signature of the Product delivery note constitutes full and unconditional acceptance of the delivery and conformity in quality and quantity of the Products delivered. In any event, the Client must notify ANYFIELDS of any complaints, reservations, or disputes regarding conformity by recorded delivery letter within 2 business days of receipt of the Products.
6.3 Latent defects
Latent defects must exist at the time of transfer of risk in order to be covered. To invoke the latent defect warranty, the Client must send a recorded delivery letter to ANYFIELDS within 30 calendar days of receipt of the Products.
6.4 Implementation
Regardless of the legal basis invoked (non-conformity, latent defect, malfunction, etc.), should ANYFIELDS’s warranty be invoked within the conditions, terms, and deadlines set out above, ANYFIELDS’s liability is strictly limited, at its discretion, to: (a) replacement of the relevant Products with identical or similar Products; or (b) issuance of a credit note in the Client’s favor; to the exclusion of any compensation, damages, indirect losses, deductions, and/or penalties of any kind whatsoever relating to the Products concerned.
6.5 Limitation of liability
ANYFIELDS’s liability for the supply of Products and/or Services is limited to direct and foreseeable material damages proven by the Client, to the exclusion of any indirect, unforeseeable, and/or consequential damages. In all cases, ANYFIELDS’s liability, regardless of the legal basis and damages invoked, is limited to the total pre-tax price of the Products and/or Services as set out in the TCP.
7. Intellectual property
For the purposes of the following clauses:
- “Client Data” means, as the case may be, the specifications, plans, descriptions, diagrams, drawings, data, documents, and other elements provided by the Client in connection with its expression of needs for the supply of Products and/or Services by ANYFIELDS.
- “Intellectual Property Rights (IPR)” means all or part of the intellectual and industrial property rights as defined in the French Intellectual Property Code and the various international conventions, including without limitation literary and artistic property rights, copyrights, software, source codes, data, databases, patents, utility certificates, trademarks, domain names, trade names, designs and models, etc.
- “Results” means all information, knowledge, objects, and more generally all elements of any nature arising from the supply of Products and/or Services by ANYFIELDS to meet the specific needs of the Client’s Project, including (but not exclusively) documentation, test and analysis reports, adaptations and/or customizations of ANYFIELDS’s Products (software and/or hardware components), etc.
The Client retains ownership of the Client Data it provides and communicates to ANYFIELDS for the purposes of the TCP Project. Notwithstanding the foregoing, the Client grants ANYFIELDS a right to use and exploit the Client Data solely for the purpose of supplying the requested Products and/or Services. To this end, ANYFIELDS undertakes not to use or allow the use of Client Data for any purpose other than the supply of Products and/or Services.
Unless otherwise agreed between the Parties, ANYFIELDS retains ownership of all IPR protecting or capable of protecting the Results arising from the supply of Products and/or Services. Consequently, and subject to the provisions of these General Terms, ANYFIELDS remains free to protect and exploit the IPR attached to said Results.
Notwithstanding the foregoing and for the purposes of the Client’s Project, ANYFIELDS grants the Client the right to use and exploit the Results (and any associated IPR) solely for the needs of the Client’s Project as described in the TCP. This right is non-exclusive, royalty-free (included in the price set out in the TCP), non-transferable, and without sub-licensing rights, to the exclusion of any purpose other than the execution of the Client’s Project.
8. Confidentiality
Each Party undertakes to treat as strictly confidential all information of any nature whatsoever, including in particular all IT, technical, commercial, and financial elements relating to the Products, Services, Client Data, Results, and more generally to each Party’s business, which it may have become aware of in the context of the performance of the Services (“Confidential Information“).
For the entire duration of the Project and for 5 years following its termination, for whatever reason and whenever it occurs, each Party undertakes not to disclose to any third party, and not to exploit, the Confidential Information of the other Party, and guarantees compliance with this obligation by all its collaborators, employees, intermediaries, and subcontractors.
Notwithstanding the foregoing and unless expressly instructed otherwise by the Client, ANYFIELDS may, for its communication purposes, refer to the Products and/or Services provided on behalf of the Client, excluding any information specific and confidential to the Client.
9. Non-solicitation
For the entire duration of the Project and for 12 months following its termination, for whatever reason and whenever it occurs, the Client undertakes not to solicit, offer, or conclude an employment contract with, hire, and/or otherwise work with, directly or indirectly (including through any intermediary), any employee of ANYFIELDS, including when the approach comes directly from the employee.
In the event of a breach of the above undertaking, the Client shall automatically be liable to ANYFIELDS for compensation fixed at twice the average gross annual remuneration of the employee concerned, calculated over the last 12 months of their employment contract, without prejudice to any other actions for liability and/or compensation that ANYFIELDS may bring.
10. Force majeure
ANYFIELDS’s liability may not be engaged in the event of a force majeure event preventing the performance of its obligations.
In addition to force majeure events within the meaning of Article 1218 of the French Civil Code and those habitually recognized by French case law, the following are expressly deemed force majeure events, without this list being exhaustive: wars, riots, epidemics and pandemics, natural disasters, floods, fires affecting all or part of the premises of ANYFIELDS, its partners, suppliers, and/or subcontractors, strikes affecting all or part of the staff of ANYFIELDS, its partners, suppliers, and/or subcontractors, embargoes, governmental and/or legal restrictions, administrative closures of ANYFIELDS’s establishments, its partners, suppliers, and/or subcontractors ordered by any competent authority, disruptions in transport and/or communication means.
11. Governing Law – disputes
These General Terms and the transactions arising therefrom are governed by French law. Any contractual or non-contractual dispute relating to these General Terms and the transactions arising therefrom shall, in the absence of an amicable resolution, be submitted to the competent courts within the jurisdiction of ANYFIELDS’s registered office, notwithstanding multiple defendants, ancillary claims, or interim proceedings.