Last updated Nov 16, 2023

Terms and Conditions

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Web site of I-TEN SA – Terms and Conditions of Sale

These industry terms and conditions of sale (hereinafter the “IT&Cs”) govern relations between I-TEN S.A. (hereinafter “ITEN”) and the customer (hereinafter the “Customer”) in connection with the supply of batteries or micro-batteries (hereinafter the “Products” or the “Product”) intended to be factory-fitted in all kinds of other equipment and products and associated after-sales servicing and replacement parts activities.

General points

Any order implies unreserved acceptance of the following general terms and conditions that alone govern ITEN's sales, to the express exclusion of the Customer's general terms and conditions or any other document issued by it, unless negotiated and agreed in advance with ITEN.

The fact that ITEN does not avail itself at any given time of any provision of these IT&Cs may not be interpreted as waiving the right to invoke any of these IT&Cs at a later date.

The Products, whether Catalogue Products or Specific Products, are for civilian use and may not, in principle, except in the case of a specific prior written request accepted by ITEN in writing, be used (i) for the construction of weapons nor, since they do not have any particular medical compatibility (ii) with living beings and are not intended to be used in a living being (human or animal), whether directly or indirectly, by insertion in a device intended to be placed in a living being or to assist the functioning of a living being and whose failure could harm the health or life of a living being.

Orders

General points

Orders submitted to ITEN are firm and may not be cancelled, except in cases provided for in the IT&Cs, without the prior agreement of ITEN.

In the event of cancellation of the order, unless agreed by ITEN, all work in progress manufactured by ITEN in respect of the order placed and all ITEN's stocks remain payable by the Customer and shall become due from the date of cancellation of the order.

ITEN shall be free at all times, in respect of either orders for Catalogue Products or orders for Specific Products, to decide the timing of production of the Products, within the limit of the number of Products ordered.

Catalogue Products

A Catalogue Product is a Product designed and manufactured by ITEN which can be installed and used by the Customer without modification, according to the use for which it is designed and defined.

All orders placed by the Customer with ITEN are made in writing. Orders are considered to be firm (i) either once the Customer has been sent the order receipt confirmation, (ii) upon acceptance by the Customer of the offer sent to it by ITEN, (iii) or on receipt by the Customer of the goods that were the subject of the order.

The order specifies the number of Products required, the possible supply duration and a detailed description of the Products. The name of each Product ordered shall be precisely indicated on the order form, either by indicating the Product's catalogue reference or by producing a copy of the offer or estimate produced specially by ITEN and accepted by the Customer.

Orders placed via fax, EDI, internet and telephone are therefore only accepted under the Customer's responsibility.

ITEN reserves the right to make any technical changes (or improvements) to its Products without notice.

Specific Products

Specific Products are non-catalogue products developed by ITEN using its technologies, know-how and patents, at the request of the Customer, to meet a specific need that does not exist in the ITEN catalogue. Customer orders of Specific Products not included in the catalogue must follow the procedure below:

  • Written request from the Customer: the Customer must make a request for an estimate to ITEN stipulating the specifications of the Product, the number of cts desired, the product's specific characteristics and intended use;
  • ITEN estimate: Based on the Customer's request, ITEN shall send a written estimate;
  • Order confirmation: The Customer shall send confirmation of its order in writing, which shall be deemed to be acceptance of the estimate from ITEN

ITEN reserves the right not to fulfil any order that has not been previously validated by it. Unless otherwise explicitly stated in the offer or estimate, any offer or estimate communicated by ITEN to the Customer is only valid for a period of seven (7) calendar days In the event that the Customer wishes to provide ITEN with its own plans, models, drawings, studies or prototypes or the specifications necessary for the development or execution of a specific part, it undertakes to transmit them to ITEN within a reasonable time to enable ITEN to study them before starting production.

In the absence of strict compliance with the procedure described above, non-catalogue orders may not be considered to be accepted and commit the Customer under the conditions provided for in point 3 above.

Prices

Unless agreed by ITEN in advance, all prices are expressed in euros, excluding taxes.

The Products are sold according to Incoterm Ex-Work and are exclusive of taxes, with all duties of any kind and additional taxes being payable by the Customer. ITEN reserves the right to change prices without notice.

The prices applied are those in force on the day of delivery. Any change to the information used to establish prices (in particular but not exclusively exchange rates, increase in the price of raw materials or postponement of the date of the first orders by the Customer compared with the dates indicated to ITEN) may be passed on, without prior notice, when invoicing for the Products.

Similarly, ITEN may also modify its prices in the event of a unilateral change in the timing of the order by the Customer.
In the case of the design and/or manufacture of specific tools for the ordering of a non-catalogue Product, the cost of that design shall be invoiced separately.

Our prices should be understood to be ex-works, not including insurance, packaging and transport. In the event that a discount is granted, the VAT stated on the invoice shall be reduced by the amount of VAT corresponding to the discount.

Delivery

Delivery times are indicative. If necessary, the starting point for the delivery time shall be postponed until effective payment of the deposit, regardless of its size, agreed at the time of the order and/or prepayment request. In any case, delivery time overruns may not give rise to damages as of right. When the indicative delivery time indicated by ITEN is exceeded by a period longer than the indicative delivery time initially given, the Customer may notify ITEN of the cancellation of its order, without the right to compensation from ITEN. All Products are sold Ex-Works and delivery shall be deemed to have been made once the Products are made available at the factory to the Customer and/or any third party designated by it. Delivery entails the transfer of risks of any kind to the Customer, which consequently undertakes to take out all insurance in this respect. Products are packaged and shipped by ITEN on the Customer's behalf and at the Customer's expense. In addition, packaging and shipping are always at the risk of the Customer, which must take out all appropriate insurance for that purpose. This applies even in the case of transport provided by ITEN and/or a carrier appointed by ITEN, even free of charge where relevant.

The type of packaging required to transport the Products is at ITEN’s discretion, unless otherwise agreed with the Customer.

Pursuant to article 1196 of the French Civil Code, ownership of the goods and products sold is transferred to the Customer only after full payment, without prejudice to the transfer of risks that occurs upon delivery of the Products to the Customer, which undertakes to take out all the necessary insurance to cover those risks.

The Customer undertakes to take all measures to protect and individualise the delivered Products and to inform ITEN so as to allow it free access to the premises where the goods and Products shall be stored.

In the event of a breach by the Customer of any of its obligations, ITEN may, eight (8) days after sending formal notice which is not acted upon, claim and repossess the delivered Product(s) without prejudice to any damages or other rights and actions ITEN may be entitled to invoke pursuant to these IT&Cs. Said claim may, at ITEN’s discretion, cover all commercial relations existing at the time of the breach. Return of the Products to ITEN's factory shall take place at the risk of the defaulting Customer.

In the event that the Products have been resold by the Customer, the Customer undertakes to assign to ITEN its claim to the resale price of those products as a guarantee of payment for the ITEN Products and ITEN is hereby authorised to claim payment directly from the Customer up to the amount of its own claim.

In the event of seizure of Products in the Customer's possession, which still belong, entirely or partially, to ITEN, the Customer must immediately inform ITEN, all costs incurred to release the third party's control over the Products belonging to ITEN being payable by the Customer.

RETENTION OF TITLE

Pursuant to article 1196 of the French Civil Code, ownership of the goods and products sold is transferred to the Customer only after full payment, without prejudice to the transfer of risks that occurs upon delivery of the Products to the Customer, which undertakes to take out all the necessary insurance to cover those risks.

The Customer undertakes to take all measures to protect and individualise the delivered Products and to inform ITEN so as to allow it free access to the premises where the goods and Products shall be stored.

In the event of a breach by the Customer of any of its obligations, ITEN may, eight (8) days after sending formal notice which is not acted upon, claim and repossess the delivered Product(s) without prejudice to any damages or other rights and actions ITEN may be entitled to invoke pursuant to these IT&Cs. Said claim may, at ITEN’s discretion, cover all commercial relations existing at the time of the breach. Return of the Products to ITEN's factory shall take place at the risk of the defaulting Customer.

In the event that the Products have been resold by the Customer, the Customer undertakes to assign to ITEN its claim to the resale price of those products as a guarantee of payment for the ITEN Products and ITEN is hereby authorised to claim payment directly from the Customer up to the amount of its own claim.

In the event of seizure of Products in the Customer's possession, which still belong, entirely or partially, to ITEN, the Customer must immediately inform ITEN, all costs incurred to release the third party's control over the Products belonging to ITEN being payable by the Customer.

Payment

Unless otherwise agreed by ITEN in advance in writing, invoices are payable by transfer within a period not exceeding thirty (30) days net from the invoice date, at the registered office, with ITEN reserving the right, particularly for export sales, of making the delivery subject to payment in advance of all or part of the price of the Products or requiring any other payment method (letter of credit, etc.). After that period, ITEN shall, if necessary, add the unduly deducted discount back onto the Customer's outstanding balance.

Any lateness in paying any instalment shall entail, as of right and without prior notice:

  • Immediate repayment of the Customer's entire outstanding balance.
  • Suspension of fulfilment and cancellation of orders in progress, at ITEN’s discretion.
  • Cancellation of all credit notes and discounts excluding rights acquired on invoices already raised or to be raised.
  • The payment of late-payment interest at the latest ECB rate of three times the legal rate of interest in force, plus all taxes, borne by the Client, per month on the whole of the amounts payable from the first day following the due date and up until complete payment.
  • In the event of the above-mentioned breach, in addition to the recovery costs provided for in Article L 441-6 of the French Commercial Code, all costs for recovery of the amounts unpaid, in whole or in part, that the Supplier shall have had to bear (recovery costs, bailiff fees, legal fees, etc.) shall be borne by the Customer.
  • In addition, and in accordance with Article 1220 of the French Civil Code, ITEN may suspend its deliveries if it is clear that the Customer shall not execute at maturity. ITEN shall notify the Customer of its decision by recorded-delivery letter as soon as possible following its decision.

Cash payment, an advance payment or the provision of a financial guarantee (such as a bank guarantee) may particularly be required by ITEN due to the number of products to be manufactured and/or the specific characteristics of the products ordered or else if the risk assessment for ITEN changes for any reason. If the Customer fails to produce the aforementioned guarantee, ITEN may suspend execution of the order(s).

The Customer undertakes not to invoke a claim against the seller to postpone whole or partial settlement of an instalment.

By express agreement, ITEN shall always be entitled to offset sums due to the Customer against sums owed by the Customer.

Claims

The Customer undertakes to check the products as soon as they are unloaded, including their condition, quantity, quality, conformity and visible defects, and to notify ITEN by recorded-delivery letter of any errors, partial loss or missing delivery within twenty-four (24) hours following receipt of a delivery and any conformity defects or visible defects within eight (8) days following delivery of the products.

In the absence of notification within the time-scales specified above, no claim by the Customer shall be admissible in respect of the nature, condition, quantity, quality, damage, anomaly, partial loss, lack of conformity or apparent defects in respect of the products delivered.

Claims do not entitle the Customer to defer payment for the Products received, in accordance with the orders.

Moreover, in the event of damage, partial loss or missing items, the Client or its agent shall be responsible for recording any findings required and taking any protective measures provided for by law, under penalty of incurring its personal liability.

The Client must notify its reservations by registered letter with acknowledgement of receipt to the carrier (with a copy to ITEN) within three (3) days, excluding public holidays, following receipt of the products, in accordance with Article L133- 3 of the French Commercial Code, under penalty of losing all recourse against the liable parties and, as the case may be, against ITEN.

As the Products are not subject to any obligation to affix or be identified by batch numbers, no claim by the Customer relating to batch numbers shall be admissible.

Non-warranty returns

ITEN Products are sold on a firm basis. They may exceptionally be returned only on written acceptance with an offsetting order and in accordance with the return procedure available at www.iten.com.

Returned Products must be in perfect condition, in their original packaging and show no signs of disassembly, installation or use. The corresponding credit note shall be subject to a reduction of 10% to 50% on the price initially invoiced (invoice attached), according to the methods defined in the procedure available on request.

Returned Products shall ship at the Customer's expense (postage paid return).

No returns shall be accepted if their total amount is less than €100 excluding taxes.

Subcontracting

Within the framework of the manufacture of a specific Product ordered by the Customer and which require particular technical competence, ITEN reserves the right to employ one or more sub‐contractors, for all or part of the production of that part.

Products made by the subcontractor(s) on behalf of ITEN are guaranteed in accordance with the warranty provisions of ITEN Products as defined below in the "WARRANTY" section.

Warrantly

ITEN Products are guaranteed by the legal defective products warranty.

ITEN undertakes to provide Products that comply with the order, under the conditions agreed with the Customer.

In any case, the warranty – including the hidden defects warranty defined in articles 1641 et seq of the French Civil Code – applies for a period expiring twelve (12) months after the date of delivery.

The warranty only applies to Products invoiced by ITEN that clearly include the trademark and traceability information or the reference label affixed by ITEN. The warranty is excluded if the defect is caused by abnormal conditions of use in particular: by overloads, by faulty maintenance, by an unspecified application not strictly defined in the order or contrary to the precautions of use provided with the Products or use contrary to the Products’ intended purpose, in particular a use for and/or inside the human body or of a device intended for the body of a human or an animal (except with ITEN's explicit agreement), by an assembly not compliant with ITEN's instructions or contrary to industry standards, by improper storage, by other components or additional equipment, if non-compliant spare parts are used or if changes are made to the products without ITEN's express consent , or by normal wear and tear to the Products.

As soon as it notices any defect or non-conformity in respect of the delivered Products, the Customer must inform ITEN within ten (10) days by recorded-delivery letter. Otherwise, the Customer loses its warranty right.

A part is considered defective when the defect reported by the Customer can be replicated by ITEN by reference and comparison to normal conditions of use within the framework of a technical analysis carried out by ITEN. ITEN shall not be liable for any defect in respect of non-catalogue parts, if the Product conforms to the specifications, drawings or other recommendations/requests defined by the Customer.

The warranty is expressly limited to the free replacement or repair of defective parts or refund of the Products, to the exclusion of any compensation for any reason whatsoever. Labour costs for dismantling and reassembly of those Products on equipment or other materials and, if necessary, travel expenses for an ITEN technician are borne by the Customer.

The decision whether to replace or refund the defective product lies exclusively with ITEN.

Replacements under warranty may not have the effect of prolonging the initial duration of the warranty.

Products or items replaced and recovered by ITEN become its property.

Any warranty request must be accompanied by the Customer sending a report specifying the case number, the type of product, any serial number on the Product, the number of hours of use, repair date and, more generally, any information necessary for individual and precise identification of the Product in question, as well as a clear description of the alleged defect.

Warranty returns of goods or claims must systematically be the subject of a return case request issued by ITEN and follow ITEN procedures.

Any warranty claim submitted by the Customer is considered to be pending until ITEN has made its decision. In the event of a recognised defect affecting several Products in the same series, ITEN may, if necessary, take any measure to put an end to the defect, such as the recall of one or more part(s) in the same series or recall of the Products.

Liability

ITEN may not be held liable for any damage caused directly or indirectly by any equipment or component not invoiced by it and/or other equipment or components used to be integrated into an assembly. In particular, ITEN may not be held liable when the failure of one of its parts is caused by other neighbouring or associated components.

ITEN may not be held liable for non-compliance with a standard of any kind that is not expressly specified in the order and applicable to the item into which the Product is or should be inserted.

ITEN may not be held liable for any intangible damage such as loss of business, loss of turnover, loss of production, margin or image, action taken by a third party against the Customer or its conviction.

ITEN's liability in respect of the manufacture and sale of its Products for any damages whatsoever – including in case of violation of the rights of a third party recognised by a court decision that has become final – shall be limited to the amount of the order for the Product which is the object of the dispute.

In the case of a Specific Product not in the catalogue, any defect resulting from the drawings, studies or models provided by the Customer shall not incur ITEN’s liability. The same applies in the case of non-transmission within the required time of information necessary for the order and requested by ITEN.

Intellectual Property

Any drawings, diagrams, specifications, technical and commercial nomenclatures, recommendation documents, test results, industrial catalogues, brochures, notices, patents, models and designs communicated if applicable by ITEN to the Customer to prepare and fulfil the order and, more generally, all rights of any kind that may be attached to the Products manufactured and/or sold are and shall remain the property of ITEN. The Customer shall therefore refrain from disclosing or duplicating them without the prior approval of ITEN and, more generally, shall not in any way infringe the rights ITEN in any way (including reverse engineering) .

The Products and their packaging are sold under the trademark ITEN and/or Iten, to the exclusion of any other trademark except with ITEN's express written agreement.

In the event that the Customer submits plans, models, drawings, studies or prototypes to ITEN, necessary for the development or execution of the product ordered, all intellectual property rights relating thereto shall remain the Customer's property. Consequently, ITEN shall refrain from disclosing or duplicating them without the Customer's prior approval. In that case, the Customer shall grant ITEN an exclusive and non-transferable licence to use and reproduce those plans, models, drawings and studies, which shall be strictly limited to the duration of the order unless otherwise agreed between the Customer and ITEN.

Similarly, if the Customer is required to provide ITEN with tools, moulds or other materials necessary to manufacture a specific part, ITEN undertakes to return them at the end of the order.

In the event that the order of a Specific Product requires ITEN to design a tool, a mould or a particular material, the intellectual property rights related thereto shall remain the entire and exclusive property of ITEN, except in the case of prior written agreement offering the Customer a purchase option.

In case of assignment of the Intellectual Property rights attached to the moulds, tools or special equipment by ITEN to the Customer, the Customer agrees to grant ITEN a licence to use and reproduce said rights for the duration of said rights’ protection. In any case, such transfer by ITEN shall not concern any rights previously acquired by ITEN and/or acquired independently of the order. For those rights, as well as those resulting from the design, ITEN shall grant the Customer a usage licence.

In addition, the Customer undertakes to inform ITEN immediately and in writing of any infringement of the industrial property rights belonging to the Customer or any risk of such a violation of which it becomes aware and, at ITEN's request, shall provide any assistance required to enable it to defend its rights. All disputes, even extrajudicial ones, shall be managed by ITEN.

The Customer undertakes to inform ITEN of any claims to those rights by third parties. In that case, ITEN shall take all necessary steps to ensure the continuity of the order and/or the supply.

The uses permitted under this article cease automatically in the event of termination of the contract or commercial relations with the Customer.

Compliance with regulations

The Customer undertakes to comply with all regulations relating to the Products (including all EU regulations concerning their marketing or export) (including restrictions on use such as the prohibition to use the Products in any living being, unless with the explicit prior permission from ITEN) without ITEN's liability being incurred in this respect.

In particular, ITEN transfers to the Customer all processing, recycling and/or collection obligations, of any kind (legal, regulatory, etc.) applicable to the Products, the Customer releasing ITEN from all liability/guarantees in this respect.

Tademark and Name

The Customer may, in accordance with the law and for the sole purpose of representing and marketing the products, make reference to ITEN trademarks and names in the context of its activity, strictly ensuring that such reference cannot create confusion between the Customer and ITEN and may not harm or infringe ITEN, its trademarks and/or its name.

Any reference to ITEN’s trademark and/or name on a website requires, in addition to the preceding conditions:

  • Strict adherence to the ITEN graphic chart and the trademark and quality image of ITEN products.
  • The submission of any hypertext link to an ITEN site has prior written permission from the relevant ITEN entity.
  • To enable ITEN to ensure the consistency of the promotion of its products, respect for its image and any third-party rights attached to the presentation of its Products, any advertising and/or promotional campaign carried out by the Customer – in any medium – representing the ITEN and Iten trademarks and/or names must be subject to ITEN's prior consent.
  • The Customer undertakes to respect all possible third-party rights of any kind whatsoever and remains solely liable for any infringements in that respect. It also undertakes to inform ITEN of any infringement of its trademark(s) and other distinctive signs of which it becomes aware in the course of its activity, to enable ITEN to take all appropriate measures to put an end to that infringement.
  • The uses permitted under this article cease automatically in the event of termination of the contract or commercial relations with the Customer.

Termination

In the event of any kind of breach by the Customer and eight (8) days after formal notice sent by recorded-delivery letter which is not acted upon, ITEN may either suspend or refuse to perform its service or else terminate the relationship with the Customer, without prejudice to any damages that ITEN reserves the right to request to rectify the resulting damage. Any deposits or partial payments paid by the Customer shall remain acquired by ITEN, as initial damages.

The cancellation shall affect the order which is the object of the breach and any other previous unpaid orders, whether delivered or in the process of delivery and their payment, whether due or not.

ITEN reserves the right to terminate the relationship in the event of termination of business, recovery or liquidation, death of the Customer's legal representative and/or significant change in the Customer's share capital.

Force Majeure

Force majeure exists when an event beyond the relevant party's control, that could not reasonably be expected at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the performance of its obligation by the party in question. If the impediment is temporary, the contract shall be suspended. If it is permanent, the contract shall be terminated as of right.

Examples of force majeure events include, but are not limited to floods, prolonged power failure, fire, total or partial destruction of ITEN's working tools, war, embargo, legal prohibitions to sell to a particular country, insurrection, strike whatever the cause, lockout, earthquake, storm, tornado, machine breakage, failure of third parties, etc.

Confidentiality

All contractual documents, negotiations that led to their conclusion as well as all the documents exchanged between ITEN and the Customer are strictly confidential and neither party may disclose them to a third party.

The Customer undertakes to respect the confidential nature of the information of which it may become aware while fulfilling the contract and also undertakes to enforce this obligation on its employees as long as they are in its service.

This obligation remains valid even after the end of the contract for a period of five (5) years.

Consequences of the Invalidity of a Clause

If one or more provisions of the contract are held to be invalid by law or regulation, or declared to be invalid by a final decision of a competent court, they shall be deemed unwritten, the other provisions of the contract (or other contractual documents) keeping their force and scope, and shall not affect validity or continuation of contractual relations overall, unless it is a clause which was decisive for one of the parties on the date contractual relations are concluded.

In that case, the parties shall negotiate in good faith to replace that clause with a valid clause reflecting their original intention.

Permanence of Clauses/Tolerance

Any tolerance relating to the application of the terms and conditions entered into by the Customer may under no circumstances, regardless of the duration or frequency, be considered to be an amendment or suspension of those clauses and obligations accepted by ITEN.

Jurisdiction

These IT&Cs and the relations between ITEN and the Customer are expressly subject to French law.

Any dispute arising out of the relations or an order shall be subject to the exclusive jurisdiction of the Lyon Commercial Court, even in case of third party appeals, summons to attend urgent proceedings for urgent measures or in the case of more than one defendant, if necessary by derogation to any legal provisions which may be applicable.

Since ITEN reserves the right to amend the IT&Cs, the Customer is responsible, before placing any order, for verifying that it is in possession of the current IT&Cs. An up-to-date version of the Terms and Conditions of Sale is available from the ITEN website (www.iten.com).

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