GENERAL TERMS AND CONDITIONS

1. GENERAL PROVISIONS

These general terms and conditions of sale (hereinafter “GTC”) apply to any offer from the company INTELLIGENT ELECTRONIC SYSTEMS (hereinafter “the Seller”) and to any contract concluded between the Seller and a Customer. Specific sales conditions may be provided between the Seller and the Customer.

Any deviation from the GTC will only be valid if expressly accepted by the Seller beforehand. An express deviation from one of the clauses of the GTC does not imply any waiver of the application of the other clauses.

The Seller reserves the right to modify the GTC at any time. The applicable GTC will be those in force on the day of the Customer’s definitive and firm order as described below.

2. DEFINITIONS

“Seller” refers to the company INTELLIGENT ELECTRONIC SYSTEMS (IES) registered with the RCS of Montpellier under number 384 229 167, with its registered office located at Ecoparc 615 avenue de la Marjolaine 34130 – Saint-Aunès.

“Customer” refers to the entity placing an order with the Seller.

“Products” refers to the products, materials, equipment, and supplies manufactured by the Seller or purchased from a third party and resold by the Seller.

“Chargers” refers to the following IES charging solutions: Keywatt W24 + Keywatt S24 + Keywatt S50 Station + Keywatt S180 + Keywatt S150 + Keywatt S120 Station + Keywatt S60 + Keywatt S30 + Keywatt W7a (excluding charging cables), including OCPP, CCU, AC POWERSHARE software and firmware.

“Cables” refers to Combo 1 Cable (CCS1) + Combo 2 Cable (CCS2) + CHAdeMO Cable (CHA) + Guobiao Cable (GB).

“Charge Management Systems” refers to the Keywatt LM charge management solution.

“Warranty Holder” refers to the owner of the Chargers, Cables, or Charge Management Systems.

 

3. ORDER

3.1. Placing and Receiving the Order

When a customer wishes to order Products from the Seller, they submit a request for a quote to the Seller,

For spare parts: https://sav-ies-synergy.zendesk.com

For product orders: https://ies-synergy.com/contactez-nous/

where they specify the following:

– The corporate name of the Customer;

– The designation of the desired Products;

– The quantity of desired Products;

– The desired delivery time;

– The address, conditions, and desired delivery methods.

Based on this request, the Seller provides a quote to the Customer.

 

3.2. Issuance of a Quote by the Seller

When the Seller agrees to fulfill the request, and depending on available stocks, it provides the Customer with a quote with a specific validity period specifying the following:

– The designation and reference of the Products;

– The quantity of the Products;

– The price of the Products;

– The payment terms and conditions;

– The indicative delivery time in accordance with section 4.1 of these GTC;

– The delivery terms.

 

3.3. Issuance of a Purchase Order by the Customer

The unequivocal and irrevocable acceptance of the quote by the Customer is formalized by issuing a purchase order within the validity period, including the elements of the quote (designation of the Products, quantity of Products, price of Products, payment, and delivery terms…).

The transmission of the purchase order by the Customer to the Seller may take the following forms:

– Sending by regular or registered mail;

– Direct delivery evidenced by a receipt or signature;

– Transmission by email with a request for acknowledgment of receipt.

The Seller will inform the Customer in writing of its acceptance of the purchase order by sending an acknowledgment of receipt.

The order is therefore final and firm for the Customer.

If the Customer issues a purchase order that does not include the elements of the quote, the Seller is not bound by the conditions of the quote. The quote becomes invalid, and a new quote may be issued by the Seller, at its sole discretion, to the Customer.

 

3.4. Modification of the Order

As the order becomes final and firm upon receipt of the purchase order by the Seller, the Customer can only modify it with the written agreement of the Seller.

 

    4. DELIVERY

    4.1. Delivery Time 

    The delivery time starts from the receipt of the purchase order by the Seller. This delivery time is provided for informational and indicative purposes only, as it depends on the order of arrival of the orders.

    In any case, the delivery of the Products within the time frame can only occur if the Customer is up to date with all its obligations towards the Seller.

    The Seller endeavors to meet the delivery time indicated in the offer, based on the standard logistic time frame in the profession, and to fulfill orders, except in cases of force majeure or circumstances beyond control such as: strikes, riots, war, decisions of public authorities, supply difficulties, fires, storms, floods, epidemics, natural disasters, without this list being exhaustive.

    No penalty will be applicable unless it has been previously agreed in writing in the orders and preceded by an unsuccessful formal notice. In any case, it would be capped at 2% of the value of the products ordered falling within the category of products in which the non-performance of contractual commitments has been observed.

     

    4.2. Provision of Products

    Unless expressly stated otherwise, the Incoterm applicable to all orders is EXW 2020.

    Therefore, the Products are made available to the Customer at the Seller’s premises.

    However, the transfer of ownership will only take place upon full payment of the price by the Customer, in accordance with Article 8 of these GTC.

     

    4.3. Transportation of Products

    The transportation of Products is carried out by the Customer or by any carrier designated by them.

    The costs and risks associated with this transportation operation are solely the responsibility of the Customer.

    It is the responsibility of the Customer, in case of damage to the delivered Products or missing items, to make all necessary reservations with the carrier.

     

    Any Product that has not been subject to reservations by registered letter with acknowledgment of receipt within three days of its receipt by the carrier, in accordance with Article L.133-3 of the Commercial Code, and of which a copy will be simultaneously sent to the Seller, will be considered accepted by the Customer.

     

    5. PRICE

    Prices are exclusive of tax, unpacked and undelivered Products.

    The prices applicable to the Products are those stated on the quotation sent by the Seller to the Customer.

    6. PACKAGING

    Unless otherwise agreed in writing, packaging is determined and prepared by the Seller. They are not taken back by the Seller.

     

    7. PAYMENT TERMS

    Unless other terms are expressly provided by the specific conditions, the sales price is payable by bank transfer either in cash upon receipt of the invoice or within 30 days following the date of receipt of the Products.

    Under no circumstances may payments due to the Seller be suspended or subject to any reduction or offset without the written agreement of the Seller.

    In the event of non-payment on the due date, penalties equal to the semiannual refinancing rate (Refi rate) of the European Central Bank (ECB), in force on January 1st or July 1st depending on the date of the order, increased by 10 points, will be applied from the day following the payment date indicated on the invoice or, failing that, the 31st day following the date of receipt of the Products.

    Late payment penalties are due without any reminder being required. Pursuant to Article D. 441-5 of the Commercial Code, in the event of late payment, the debtor shall automatically owe his creditor, in addition to the late payment penalties already provided for by law, a lump sum indemnity for recovery costs of 40 euros.

     

    Any payment made to the Seller shall be offset against the amounts due, regardless of the cause, starting with those with the earliest maturity date.

     

    In the event of non-payment of the price by its due date, the Seller may automatically terminate the sale and reclaim the Product, after a formal notice has remained ineffective, without prejudice to any damages that may be claimed by the seller.

     

    8. RETENTION OF TITLE

    Products are sold subject to retention of title.

    The Seller retains ownership of the Products until full and effective payment of the price by the Customer.

    In the event of non-payment by its due date, the Seller may reclaim the Products and terminate the sale, as specified above.

    Until that date, the retention of title clause retains its full effect.

    If the customer purchases the Products for resale to a third party, it undertakes to inform the Seller and to certify in writing that ownership of the Products has been transferred to this third party. For this purpose, the Customer may request the transfer form from salesadmin@ies-synergy.com. Otherwise, the Seller will not be able to implement the warranty defined in Article 9 herein directly against the third party. These provisions do not preclude the transfer of risks of the Products sold upon delivery.

    9. WARRANTY

    The contractual warranty applies to the following Products in case of malfunction as covered by these GTCs.

    9.1. Products Covered

    The contractual warranty applies to:

    – The following IES charging solutions:

    – The following IES charging solutions: Keywatt W24 + Keywatt S24 + Keywatt S50 Station + Keywatt S180 + Keywatt S150 + Keywatt S120 Station
    + Keywatt S60 + Keywatt S30 + Keywatt W7a (excluding charging cables), including OCPP, CCU, AC
    POWERSHARE software and microprograms, (hereinafter referred to as “Chargers”);

    – The following charging cables: Combo 1 cable + Combo 2 cable + CHAdeMO cable (hereinafter referred to as “CHA”) + Guobiao cable (hereinafter referred to as “Cables”);

    – The Keywatt LM charging management solution, (hereinafter referred to as “Charge Management Systems”).

    The owner of the Chargers, Cables, or Charge Management Systems (hereinafter referred to as the “Warranty Holder”) or a third party acting on behalf of the Warranty Holder, undertakes to comply with the warranty conditions defined in these GTCs.

     

    9.2. Warranty Program for Covered Products

    The warranty starts from the date of shipment of the Products by the Seller.

    Tables 1 and 2 attached describe the warranty conditions for Chargers, Charge Management Systems, and Cables.

    Hourly rates are available in the spare parts list of the relevant Product on the website (access to this list is possible after logging in using the Warranty Holder’s profile): https://sav-ies-synergy.zendesk.com/hc/en

     

    9.3. Countries Covered

    The warranty is applicable in all countries.

     

    9.4. Warranty Process

    1/ Creation of a Ticket:

    – The Warranty Holder or a third party acting on their behalf creates a warranty request ticket, preferably through one of the following channels:

    – Through their account on the Seller’s website: https://sav-ies-synergy.zendesk.com/hc/en

    – Through their account on KEYWATT® CLOUD SUITE: https://cloud.keywatt.com/

    – In the absence of an account, via Email: support@ies-synergy.com

    – The following information must be provided for a new ticket:

    – Product model;

    – Serial number of the Charger, Cable, or Charge Management System;

    – Description of the issue and, if applicable, the error code displayed on the Product + CCU Manager Logs + Monitoring + Additional information facilitating diagnosis (photo, vehicle model, SOC, charger input voltages, etc.);

    – Contact information of the person requesting assistance (name, email, phone, and full address).

    – If this procedure is followed, the average response time for a ticket is 24 hours on business days.

    – If this procedure is not followed, or if the information provided is inaccurate or incomplete, the Seller will prioritize the ticket as second priority.

     

    2/ Intervention Management:

    – Scenario 1: The Seller intervenes or appoints an external service provider to carry out the intervention. The expenses covered by the Seller are described in Tables 1 and 2 attached.

    – Scenario 2: The Warranty Holder or a third party acting on their behalf organizes the intervention. The warranty request processing with the Seller is as follows:

    – Creation of a warranty request by the Warranty Holder or a third party acting on their behalf via the ticket created for the intervention;

    – Submission of an intervention report by the Warranty Holder or a third party acting on their behalf;

    – Analysis of the warranty request by the Seller, additional information may be requested;

    – Validation of the warranty request by the Seller and coverage of intervention costs as described in Tables 1 and 2 attached;

    – Submission of an invoice by the Warranty Holder or a third party acting on their behalf.

    – Upon validation of the invoice by the Seller, payment of the invoice.

    – Any warranty intervention carried out by the Warranty Holder or a third party acting on their behalf will be pre-approved by the Seller. If the intervention is not pre-approved by the Seller, the decision of compensation is not automatic and remains at the sole discretion of the Seller.

     

    3/ Ticket Closure and Satisfaction Survey.

     

    9.5. Return of Spare Parts

    The Seller reserves the right to ship, at its expense, a set of spare parts for an intervention covering all identified causes of malfunctions during diagnosis.

    The Warranty Holder or the third party acting on behalf of the Warranty Holder undertakes to use only the spare parts necessary for the intervention and according to the priority order proposed by the Seller.

    The Warranty Holder or the third party acting on behalf of the Warranty Holder undertakes not to remove the security tape from the packaging, ensuring that the spare parts are not used if the spare part is not used.

    If a spare part is used to test the operation of the Product but is ultimately disassembled after use, the Warranty Holder or the third party acting on behalf of the Warranty Holder undertakes to return the spare part to its original packaging.

    The Warranty Holder or the third party acting on behalf of the Warranty Holder undertakes to return the unused spare parts within 4 weeks after the intervention date available in the intervention report. Beyond this period and after a reminder, the Seller reserves the right to invoice the unused and unreturned spare parts to the Seller within 2 weeks following this reminder.

    The return transport of spare parts can be organized by the Seller or by the Warranty Holder or the third party acting on behalf of the Warranty Holder.

    When not organized by the Seller, the transport cost of spare parts, after prior validation by the Seller of the transport quotation, is invoiced to the Seller after submission of the transport invoice in the warranty request ticket.

     

    9.6. On-Site Assistance

    • With Remote Support from the Seller If the Warranty Holder requires remote assistance from the Seller during their intervention on the equipment requiring warranty implementation, they can schedule a remote support session at least 5 days before their intervention. The Seller prioritizes reservations. Without a reservation, the availability of a Seller’s agent cannot be guaranteed.
    • With On-Site Support from the Seller: In the event of on-site assistance, at the sole discretion of the Seller, the Warranty Holder is responsible for ensuring access to the system and guaranteeing the availability of the Charger or Charge Management System. The Warranty Holder must also ensure that the site and work environment comply with the safety and health requirements prescribed by law. The qualified technician mandated by the Seller may refuse to perform an operation if the conditions stipulated in the health and safety regulations are not met.

     

    If the above conditions are not met, the Seller will invoice the Warranty Holder for all costs, including, but not limited to, costs related to the qualified technician who was unable to access the site and/or the product.

     

    9.7. Warranty Exclusions

    Warranty claims are excluded in the following cases:

    – Expiration of the warranty period;

    – Mechanical damage occurring during the transportation of the defective unit when the product is transported under the responsibility of a third party or when transportation carried out under the responsibility of the Seller has not been subject to any reservation or claim within 72 hours;

    – Any modification made to the product not authorized by the Seller;

    – Improper installation or commissioning;

    – Inappropriate use of the Product;

    – External events (surge, malfunction of other components of the electrical installation resulting in product failure, etc.);

    – Non-compliance with the Product documentation (Product manual, installation instructions, corrective maintenance);

    – Force majeure, including, but not limited to, lightning, power surges, natural disasters, and fires;

    – External agents, including acid rain, salt, vandalism, or other pollutants;

    – Abnormal water presence not resulting from a proven defect in the Product.

    – Failure to properly apply safety rules;

    – Use in conjunction with unauthorized equipment, products, or materials, in accordance with the Seller’s documentation;

    – Due to technological advancements, it may happen that the replacement unit or the new device available at the time of the claim is not compatible with the installed system. The warranty does not cover expenses and/or costs incurred in configuring, updating, or adapting the electrical installation to allow for Product installation. Unless otherwise agreed, the Seller will not provide any financial compensation, including – but not limited to – compensation for any service not provided to users by the system during any assistance activity, including corrective maintenance;

    – Spare parts for preventive maintenance and consumables are not covered by the warranty (surge protection devices, fuses, etc.).

     

    9.8. Legal Aspects of the Warranty

    Without prejudice to legal warranties, this warranty constitutes an agreement on the terms and conditions of the warranty concluded between the Seller and the Warranty Holder. Therefore, a claim from a third party will not be admissible as a warranty claim unless the Warranty Holder expressly authorizes this third party to act on their behalf and for their account. The third party must provide the Seller with evidence of this authorization.

     

    This factory warranty is provided free of charge by the Seller and does not prejudice in any way these CGV and any warranty provided by a third-party entity.

     

    10. LIABILITY

    The Seller and the Client undertake to fulfill their obligations with all due care, in accordance with the rules of the art, and to collaborate in good faith.

    If the Seller or the Client fails to fulfill its obligations, the defaulting party shall indemnify the other party for any direct damages suffered by the non-defaulting party.

    In any event, the Seller’s liability shall not be engaged for indirect damages suffered by the Client (such as, but not limited to, loss of earnings or profit, loss of turnover, and other similar losses).

    Subject to mandatory legal provisions, the Seller’s liability for each defective Product is limited to the price of that defective Product as stated in the purchase order, including all damages, penalties, warranties, and claims.

     

    11. CONFIDENTIALITY

    The Client undertakes not to communicate, exploit, or disclose in any way and by any means the information, know-how, documents of any kind and on any media belonging to the Seller and of which the Client may become aware.

    This information, know-how, and documents shall be treated as confidential.

    The Client undertakes not to disclose this confidential information to others than those who need to know it for the execution of an order with the Seller and if they are committed to respecting this confidentiality clause.

    12. INTELLECTUAL PROPERTY

    All design and/or manufacturing plans of the Products remain the exclusive property of the Seller.

    Likewise, the technology and know-how, whether patented or not, incorporated into the Products as well as all industrial and intellectual property rights relating to the Products, are and remain the exclusive property of the Seller.

    Consequently, the Client undertakes not to make any use of these documents that may infringe upon the Seller’s industrial or intellectual property rights and agrees not to disclose them to any third party.

    13. PERSONAL DATA

    Personal data collected from the Client when ordering one or more Products are subject to computer processing for which the controller is the company INTELLIGENT ELECTRONIC SYSTEMS. This collection aims to provide the purchased Products and to fulfill warranty obligations.

    The collected data is intended for the internal services of the Seller and for carriers designated by the Seller if requested by the Client.

    This data is not kept beyond the time necessary for the operations for which it was collected, considering the nature of the operations and legal requirements.

    In accordance with the General Data Protection Regulation (EU Regulation 2016/679), Clients have the rights of access, rectification, opposition, erasure, restriction of processing, and portability for personal data concerning them.

    To exercise these rights, the Client must send a letter to the Data Protection Officer, Sylvain Jacquemin, accompanied by a photocopy of an identity document, to the following address: dpo@ies-synergy.com.

    The Client also has the right to lodge a complaint with the National Commission for Data Protection and Liberties.

     

    14. WAIVER

     

    The Seller’s failure to enforce any provision of these General Terms and Conditions (CGV) at any given time shall not constitute a waiver of the right to enforce such provision later.

    15. CLIENT’S ACCEPTANCE

    These General Terms and Conditions (CGV) are expressly accepted by the Client, who declares and acknowledges having full knowledge of them and thereby waives any contradictory document, including its own general terms and conditions of purchase.

    In this regard, the general terms and conditions of purchase appearing on the back of a purchase order issued by a Client to the Seller are not binding on the Seller.

    16. APLLICABLE LAW AND JURISDICTION

    These General Terms and Conditions (CGV) are governed by French law.

    The CGV are drafted in French. In the event of translation into one or more languages, only the French text shall prevail.

    In the event of a dispute over the interpretation, performance, or validity of these General Terms and Conditions (CGV), the Client and the Seller shall endeavor to resolve their dispute amicably. If the Seller and the Client fail to resolve their dispute amicably, only the Commercial Court of Montpellier shall have jurisdiction, even in the case of third-party proceedings or multiple defendants, unless the Seller prefers to bring the matter before another competent court.

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    La gamme de chargeur embarqué d’IES Synergy couvre à elle seule tous les champs d’utilisation industrielle des engins électriques ou OEM.

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