General Terms and Conditions
For PlanetObserver satellite imagery and elevation products
– 1. Definitions
1.1 CLIENT: shall mean the person acting in his own name, or the legal entity which orders or intends to order one or more PRODUCTS.
1.2 EULA: shall mean the End-User License Agreement applicable to the PRODUCT ordered. Such EULA is sent by PlanetObserver to the Client along with any quotation and invoice.
1.3 PRODUCT: shall mean any satellite imagery, aerial photography and elevation products marketed by PlanetObserver.
2. General Provisions
The general sales Conditions described below set forth the rights and obligations of PlanetObserver, located 25 boulevard Gergovia, 63000 Clermont-Ferrand, France (NAF code 5819Z – Registered in Clermont-Ferrand – SIRET : B 349 742 353 00049 – VAT number : FR 90 349 742 353) and of his CLIENTS for all supplies of PRODUCTS.
The CLIENT accepts and agrees to be bound by the terms of these Conditions by doing any of the following:
– accepting in whole or part a quotation for the supply of a PRODUCT;
– downloading and/or copying a PRODUCT on any computer;
– paying in whole or in part a PRODUCT.
These General Terms and Conditions are deemed to have been irrevocably accepted by the CLIENT. If a particular agreement concluded with a CLIENT expressly derogates from the Terms and Conditions, the other Conditions shall remain applicable.
3. Purchase Order
Any purchase order shall be validly issued by sending, by electronic mail or in paper format, an order form and/or the EULA signed by the CLIENT. No modification or cancellation of a purchase order shall be possible after reception of an order form by PlanetObserver. Notwithstanding any provision to the contrary, issuance of a purchase order implies the irrevocable adherence by the CLIENT to the present Conditions.
4.1 PRODUCTS are delivered on-line or on a physical media, such as a hard disk drive. For on-line deliveries, PlanetObserver sends an electronic message to the CLIENT to inform him on the ordered PRODUCT availability. Unless otherwise indicated, the CLIENT shall have a deadline of ten (10) days, starting from the said electronic message, to download the ordered PRODUCT.
For deliveries on a physical media, the CLIENT shall be responsible for notifying any reservations to the carrier in the case of shortages or damage to the PRODUCTS delivered. Any PRODUCT for which such reservations have not been formulated on the shipping documents and confirmed to the carrier by registered letter within three working days following the reception of the PRODUCTS, in accordance with article L. 133-3 of the French Commercial Code, and with copy to PlanetObserver, shall be considered as accepted by the CLIENT. The CLIENT shall bear the carriage risks in full until delivery.
4.2 Delivery times mentioned in PlanetObserver quotations and EULA are given for information only and are non-binding for PlanetObserver. In case of delay in delivery, the CLIENT is not authorized to refuse the total or partial delivery of the PRODUCTS nor to claim any indemnity, penalty or damages whatsoever. Should PlanetObserver, for any reason, be unable to deliver any ordered PRODUCT, the CLIENT shall be entitled only to a refund of the price or the undelivered part of the order, without any indemnity, penalty or damages of any nature whatsoever.
5. Payment Terms
5.1 Prices of PRODUCTS are in Euro without taxes, « Ex Works Clermont-Ferrrand, France » (ICC Incoterms 2000). Applicable taxes shall be added to the invoices. All PlanetObserver invoices are payable without discounts or reduction. Payment terms shall be specified in quotations and EULA. PlanetObserver shall ask for advance payment to all new CLIENTS.
5.2 Late payment are subject to late penalty fees from the day following the due date, in accordance with legal rules. The applicable rate for late payment interest is the reference rate of the European Central Bank to its main refinancing operation plus 8 percentage points (in accordance with Decree 2013/269 of 29 March 2013), and it comes with a fixed sum of 40 Euros for recovery costs.
5.3 In case of late payment, PlanetObserver reserves the right to suspend current orders until full payment of the invoice, to refuse future orders, to suspend the EULA related to ordered PRODUCTS.
Upon full payment for the PRODUCT, the CLIENT is only granted rights to use the PRODUCT. Those rights are defined in the EULA provided by PlanetObserver and signed by the CLIENT. Any order implies the irrevocable acceptance of the said EULA. PRODUCTS, whatever their use by the CLIENT, remain the exclusive property of PlanetObserver, without necessity to give proof and they are protected worldwide by French copyright, Intellectual Property laws and international treaties.
The following obligatory copyright notice must be mentioned with all graphic, digital and electronic use of the PRODUCTS:
– Products PlanetSAT Global and PlanetDEM: © PlanetObserver
– Other products : copyright as stated on the invoice and corresponding EULA.
Copyright applies even if the PRODUCT is modified in whole or in part.
8.1 The CLIENT defines the characteristics of his needs and ensures the suitability of the PRODUCTS to their satisfaction. PlanetObserver shall under no circumstances be held responsible as regards the suitability of the PRODUCTS concerning any use whatsoever.
8.2 In no event shall PlanetObserver be held liable for any interpretation, use, total or partial transformation which shall be made of the PRODUCTS. PlanetObserver shall undertake no liability for any indirect and/or immaterial damages such as operating loss, loss of profit, loss of data or information, damages or expenses due to the use of the PRODUCTS.
8.3 Under no circumstances, PlanetObserver shall be held liable for any change due to man activity or natural events (construction, infrastructures, transformation of buildings and land, natural disasters, etc.), occuring on the territories covered by the PRODUCTS.
No CLIENT shall be able to claim an exclusive right of use on the PRODUCT, except with the express written permission of PlanetObserver.
10. Force majeure
PlanetObserver cannot be considered as failing to meet its contractual obligations if such failure is due to the occurrence of a Force Majeure event. In that respect, Force Majeure shall mean any unforeseeable and irresistible external event within the meaning of Article 1148 of the French Civil Code.
Any dispute concerning the interpretation and the execution of these general sales Conditions falls under French legislation. If no amicable agreement is reached, all controversies between the parties shall be settled under the arbitration of the Commercial Court of Clermont-Ferrand, France.