CGV EN

General Terms and Conditions of Sales of Ultiroam

OUR SALES ARE SUBJECT TO THESE GENERAL TERMS AND CONDITIONS OF SALE, A COPY OF WHICH IS GIVEN TO ALL CUSTOMERS SO THAT THEY CAN PLACE ORDERS. ACCORDINGLY, BY PLACING AN ORDER A CUSTOMER FULLY AND UNRESERVEDLY AGREES TO THESE GENERAL TERMS AND CONDITIONS OF SALE.

THESE GENERAL TERMS AND CONDITIONS OF SALE SHALL PREVAIL OVER ANY OTHER FORM OR DOCUMENT, UNLESS AGREED OTHERWISE IN WRITING BETWEEN THE PARTIES.

• Article 1 - Order taking

Orders have to be placed by hand-delivering or sending, by post or email, through a duly signed order form to Ultiroam orders department, at the company address or to the following Email: orders@Ultiroam.com.

An order is accepted only after an order confirmation is sent by Ultiroam Sales Administration Department by mail.

• Article 2 - Delivery. Transport

Ultiroam products are sold EX WORKS (INCOTERMS 2010).

Delivery:  Deliveries are made at the Ultiroam warehouse premises, within two to six weeks from the date of the purchase order. Deliveries depend on availability and are processed in the order in which orders are received. Where applicable, Ultiroam will contact the customer, following the reception of the order, to arrange a different time and/or place for delivery.

Estimated delivery date will be provided in the order confirmation.

Failure to meet the delivery deadline shall not give rise to damages to the customer, nor entitle the customer to withhold payment or cancel pending orders.

Transport and risk: Risks passes at the Ultiroam warehouse from which the goods are shipped. As a result, transport is at the customer's risk.

• Article 3 - Price. Invoicing. Terms of Payment

Price: The prices that apply are those mentioned in the accepted purchase order.

The cost of handling and packaging shall be borne by the customer and included in the total invoice amount.

Invoicing: One invoice shall be drawn up by Ultiroam for each order and (i) handed over to the carrier at the time of delivery in case of shipping outside of the EU, with a copy sent to the customer or (ii) sent to the customer for shipping within the EU.

Terms of Payment: Terms of payment depend on credit limit granted by the credit insurance company used by Ultiroam. Invoices are payable by bank transfer.  No discount or rebate will be granted in case of early payment. The customer is responsible for all bank transfer charges.

In addition to wire transfer, Ultiroam may accept payment by credit card, Ultiroam reserves the right to exercise its lawful remedies if a dispute or issue arises over payment through Credit Card. In particular, but without limitation, if the Credit Card company or the paying bank rejects or reverses payment for an Order, Ultiroam may suspend or cancel delivery of such order; repossess the products if delivered; or claim against the Buyer for the full price of the Order as a debt.

If payment is delayed, Ultiroam may suspend all pending orders, without prejudice to any other legal action.

Any sum on an invoice which is not paid when due shall automatically and immediately result in the imposition of penalties in an amount of three (3) times the European legal interest rate. In addition, failure to meet any payment deadline shall accelerate all other payments which shall become immediately due and payable, even if they resulted in drafts or other documents creating a payment obligation.

The customer shall reimburse Ultiroam all costs incurred in proceedings to collect sums due, including lawyers’ fees.

• Article 4 - Claims upon Delivery

The customer shall inspect the Ultiroam product(s) which he purchased pursuant to these general terms and conditions of sale (the "Product") immediately following delivery and shall promptly give the carrier written notice of any damage. In the event that a Product or part of a Product is missing or was damaged by the transportation, the customer shall notify Ultiroam and the carrier within three (3) days of the date on which the Product was delivered.  Failure by the customer to so notify Ultiroam and the carrier shall constitute a waiver of the customer's rights against Ultiroam.  Any other apparent defects of the products shall be notified to Ultiroam within thirty (30) days from delivery, the Client being barred from any other claims for apparent defects after this time period.

The customer recognises that the Product may include Ultiroam or third party software (the "Software"). Ultiroam hereby grants the customer a non-transferrable, non-exclusive license to use such Software as it is part of the Product and is so indicated on the purchase order, on the terms set forth below.

• Article 5 - Software

Unless otherwise specifically authorised herein, the customer shall not copy (with the exception of a reasonable number of back-up copies, solely for the purpose of his own storage), alter, combine, modify, translate or adapt the Software in any manner whatsoever, and shall not even design a product derived from the Software.

The customer shall not decode the technology, disassemble, dismantle or otherwise attempt to reconstruct or discover any source codes (other than source codes freely accessible to the user), data, digital certificates, passwords, basic concepts, algorithms, file formats or programmed interfaces for the Software, or authorise third parties to attempt to do so.

The customer shall not publish the results of any performance evaluations conducted on the Software or sell, lend, or lease the Software or provide a paying service in connection with the Software nor shall the customer license or otherwise transfer the Software or any copy of the Software to a third party. The customer shall not remove or modify any notice of Ultiroam's proprietary rights or those of its suppliers that may appear on the Software or documentation and the customer agrees to include all of these notices on all copies that he is authorised to make pursuant to these general terms and conditions.

Interoperability

If a customer needs to make the Software interoperable with his own software or computer equipment, the customer shall first contact Ultiroam in order to obtain assistance in achieving interoperability, and shall not himself decode the technology.

Ultiroam does not guarantee any other interoperability with any system other than that indicated by its support department.

Maintenance and services

All Maintenance servicesand other related services are subject to timely payment of the Maintenance fees related to the chosen maintenance package. The Customer shall receive the Software Maintenance services described in detail in the Ultiroam Maintenance policy document which can be downloaded from the Ultiroam support web site or requested from any Ultiroam sale representative. By subscribing to Ultiroam maintenance services, the customer agrees to be bound by the general terms and conditions described in this document.

Ultiroam shall interrupt all Maintenance for any third-party software at the same time thatwhen the respective suppliers of the said software cease providing maintenance or whenever Ultiroam deems appropriate for its clientele.

The Customer shall be notified prior to any interruption of the Software.

Modification of Software by the Customer

In the event that the customer modifies the Software in any way, including but not limited to direct modification of database structures and contents through any other means than those supplied by Ultiroam, Ultiroam reserves the right to refuse to provide Maintenance services unless and until the Software is brought back into compliance with its delivery state or with the latest software upgrade performed on the customer installation with Ultiroam agreement.

• Article 6 - Installation

If an installation service is purchased and after having been notified of the Products delivery to the Customer, Ultiroam shall agree on an installation date with the customer and shall either install the Software at the customer's premises itself, or have it installed by one of its business partners.

The customer must freely provide Ultiroam all information, back-ups and materials required for installation in order to permit proper installation of the Product.

• Article 7 - Retention of Title

IN CASE Ultiroam AGREE TO DELIVER THE PRODUCT BEFORE IT RECEIVED FULL PAYMENT, Ultiroam RETAINS TITLE TO THE GOODS SOLD UNTIL THE ENTIRE PRICE, INCLUDING BOTH THE PRINCIPAL AMOUNT AND ALL INCIDENTAL COSTS, IS ACTUALLY PAID. FAILURE TO PAY ANY INSTALMENT MAY RESULT IN Ultiroam DEMANDING THAT THE PRODUCTS BE RETURNED OR CANCELLATION BY Ultiroam OF THE AGREEMENT AS PROVIDED FOR IN SECTION 12 BELOW.

However, these provisions shall not prevent the risk of loss of or damage to the goods sold passing to the customer upon delivery, as well as the risk of such damage as he may cause as provided in section 2.

• Article 8 - Hardware Warranty

The Products (excluding such items as software, disks and related documentation) are warranted against any physical or manufacturing defect for three (3) years from the date of delivery under normal use. However, there is no warranty as to the result achieved by any processing whatsoever performed using these products.

Ultiroam covers defects that arise as a result ofbecause of a normal use of the product.

Ultiroam does not provide any warranty, expressed or implied, other than that its products are free of physical and manufacturing defects. The said warranty only applies to the first buyer. THAT WARRANTY CANNOT BE TRANSFERRED.

To the extent that the customer is a professional of the same speciality as Ultiroam, Ultiroam expressly excludes any warranty for hidden defect.

In case a product is found as or proven as defective the customer must promptly contact Ultiroam support through the web or the hotline to obtain a RMA number. No return will be accepted without a RMA number and a proper packing of the product being sent back to Ultiroam for repair as instructed by

Ultiroam's only obligation under this warranty shall be to repair the defective product using new or refurbished parts equivalent in performances or to replace the product by an equivalent which has at least equal functionalities at Ultiroam convenience.

The customer assumes all risk and all liability arising in connection with the use of these Products either separately, or together with other products.

Ultiroam shall have no obligation to repair or replace the product until the product has been returned to Ultiroam.

THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES WHICH APPLY TO THE PRODUCT(S).

This warranty does not apply : (i) to consumable parts such as batteries, (ii) if changes to the product was made that are neither contemplated nor specified by Ultiroam, (iii) to products with cosmetic damages, (iii) to damages caused by natural wear and tear or an accident, abuse, misuse, liquid contact, storm, any other external causes, (iv) to damages causes by operating outside of published specification or improper storage, (vi) to products on which top cover has been open and seal warranty removed without Ultiroam written permission.

Ultiroam does not warrant that the operation of any product will be uninterrupted or error free.

Article 9 - Liability

Ultiroam shall not be liable in any respect whatsoever for any indirect damages , including notably, without limitation, pure economic loss, loss of production, loss of profits or of contracts, loss of business, loss of a corruption to data, losses incurred by any customer of the customer or other third party, depletion of goodwill and like loss. In any event, Ultiroam's liability is expressly limited to the price paid by the customer for the products at issue.  

Ultiroam shall not be liable for partial performance or non-performance of its obligations if this is due to an event of force majeure or an external event beyond its control, even if where is not a case of force majeure. In particular, where delivery is impossible due to an event of force majeure, the agreement between Ultiroam and the customer shall be terminated by operation of law and shall not give right to any claim for compensation, apart from repayment of any down payment or advance received.

Article 10 - Copyright and trademark

Ultiroam and/or its affiliates are the sole, exclusive owners of the "Ultiroam" trademark and any abbreviation of that trademark, as well as any other trade name, business name, logo or distinctive sign owned by Ultiroam which appears on or is described in the Product (hereinafter the "Marks"). Ultiroam and/or its subsidiaries are the sole, exclusive authors of the advertising material, printed material and other publications (hereinafter the "Copyright"). The customer does not acquire any rights over the above-mentioned Marks and Copyright. The customer shall not have any right to use the "Ultiroam" logo or any other Marks which incorporate the word "Ultiroam" in that typeface, but may use the words "Ultiroam", all in upper case, and the other Marks in upper case in referring to a Product. Notwithstanding any clause to the contrary, the customer shall not use the name "Ultiroam" or any abbreviation of that name in its own company name and the customer is not authorised to grant other persons, including its own customers, permission to use that name or any abbreviation of that name in any manner whatsoever. The customer shall not adopt or use any mark, company name or product name that could be confused with the Marks.

Article 11 - Intellectual Property Rights

The customer acknowledges and agrees that all property copyright and other intellectual property rights in any work or tangible deliverable item arising from or created, produced or developed by Ultiroam under or in the course of the agreement with the customer, including without limitations all right title and interest in and to the goods, product, software and all documents, data drawings, specifications, articles sketches, reports, inventions, patents, improvements, modifications, tools, scripts and other items remain the sole and exclusive property of Ultiroam and the customer shall acquire no right title or interest in or to the same.

Ultiroam grants the customer a non-exclusive right, non-transferable licence to use the hardware, the software, the intellectual property including patents, and to the extend, what is necessary for the customer  to obtain and utilise the intended benefit of the products.

Article 12 - Confidential Information

The customer shall not at any time use or disclose to any person for any purpose whatsoever any information received from Ultiroam relating to this agreement which is labelled CONFIDENTIAL, PROTECTED, STRICTLY PRIVATE or INTERNAL INFORMATION (collectively known as "Confidential Information"). The customer shall quickly return any and all documentation and other materials that contain Confidential Information to Ultiroam upon request.

Article 13 - Termination

If either party should fail to fulfil its obligations, this agreement shall be terminated by operation of law in the other party's favour, without prejudice to such damages as may be claimed from the party in breach. Rescission shall take effect seven (7) days after formal notice is given but remains unheeded.

In the event of non-payment, Ultiroam may terminate the agreement forty-eight (48) hours after formal notice is given but remains unheeded. The sale shall be terminated by operation of law at Ultiroam's discretion and Ultiroam may seek a judgment in summary proceedings for return of the Products, without prejudice to any other damages. The judgment ordering that the Products be returned shall apply to the order at issue and all other prior orders for which payment has not been received.  

In the event of full or partial non-payment of an order, Ultiroam may also notify in writing the customer to immediately proceed to the payment or be subject to an interruption in its enjoyment of the software licensed by Ultiroam.  In case the customer fails to comply with the notice within eight (8) days from its receipt, Ultiroam may remotely access any software it licensed to the customer and suspend its enjoyment by the customer.  The customer hereby expressly grants Ultiroam a right to access any software licensed to it by Ultiroam and to suspend its operation until full payment of all amounts due or return of the unpaid equipment and software.  Ultiroam will restore the use of its licensed software to the customer immediately once the customer will have paid all amounts due under the contract.

The customer expressly renounces to any damages he may be entitled to because of the suspension of the operation of the software by Ultiroam and guarantees Ultiroam against any actions from third parties related to the suspension of the operation of the software.

Article 14 - Other Provisions

The customer may not transfer his rights or obligations hereunder without Ultiroam’s prior written consent.

If any provision of this agreement should be deemed unlawful or unenforceable, the other provisions of the agreement shall nevertheless remain in effect. The parties shall negotiate in good faith to replace any such unlawful or unenforceable provision with a lawful enforceable provision that is as similar as possible to the original provision.

No renunciation or amendment of this agreement shall take effect unless it is set down in writing and signed by both parties.

The parties are independent of one another and no party shall make an undertaking or commitment in the name or on behalf of the other party.

Article 15 - Disputes

Any dispute that may arise in connection with the conclusion or filling of the order that cannot be amicably settled shall be governed by French law and subject to the jurisdiction of the Tribunal de Commerce of Nice(France).