General Terms and Conditions

General Terms and Conditions of Sale and Services Seclab FR

1. PRESENTATION OF THE COMPANY SECLAB FR

The company SECLAB FR is a simplified joint-stock company (société par actions simplifiée) whose registered office is located at 205 impasse John Locke, 34470 Pérols – France, registered with the Montpellier Trade and Companies Register under number 537,899,460.

The company SECLAB FR specializes in cybersecurity in the industrial sector, and more specifically in the development, manufacturing, supply, delivery, and maintenance of electronic equipment combining hardware and software, enabling the exchange of data via USB or network, while physically isolating the sender and the receiver.

2. DEFINITIONS

“SECLAB FR” refers to the company SECLAB FR as identified above.

The “Customer” refers to any professional entity that orders Products or Services from SECLAB FR. SECLAB FR’s Products and Services are intended exclusively for professional use and may only be ordered by professionals.

“Products” refers to the electronic cybersecurity equipment, consisting of Hardware and Software, offered for sale by SECLAB FR. “Hardware” refers to the tangible components (physical goods) of the Products. “Software” refers to the computer programs embedded in the Hardware. Such Software may include software developed by SECLAB FR, for which the company holds full intellectual property rights, hereinafter referred to as “SECLAB Software,” or third-party software for which the company holds exploitation rights, hereinafter referred to as “Third-Party Software.”

“Services” refers to the services provided by SECLAB FR in connection with the Products, and in particular maintenance services.

3. SCOPE OF APPLICATION

These general terms and conditions govern all contractual relationships between SECLAB FR and the Customer and apply to all orders placed by the Customer with SECLAB FR. They shall prevail over any contrary terms, in particular those contained in documents issued by the Customer.

These general terms and conditions cancel and replace all prior versions, without prejudice to contracts concluded prior to their effective date.

SECLAB FR reserves the right to modify these general terms and conditions at any time. Such modifications shall be brought to the attention of the Customer by any means, including by email, and shall take effect on the date indicated in the notification.

The revised general terms and conditions shall apply only to orders and contracts concluded as of that date. Orders and contracts in progress as of the date of modification shall remain subject to the terms in effect as of their date of conclusion, unless expressly agreed otherwise by the parties.

In the event that one or more provisions are declared invalid by a competent court, the remaining provisions shall remain fully valid and enforceable.

4. PRODUCTS AND SERVICES

4.1 Characteristics of the Products and Services
The Products and Services offered by SECLAB FR are described in the documentation published by SECLAB FR. SECLAB FR reserves the right to make any modifications to the Products and Services presented, including technical, as well as formal, operational, or organizational changes.

The Customer, being a professional, is solely responsible for determining whether the Products and Services meet its needs. Accordingly, the Customer places orders with full knowledge of the relevant facts. The selection and purchase of a Product and the subscription to a Service are therefore under the sole responsibility of the Customer.

The Customer is hereby informed that the Products constitute complex equipment whose use requires specific expertise. The Customer represents that it possesses the necessary skills and authorizations to use the Products.

Furthermore, and in general, in order to avoid security vulnerabilities, the Customer is advised to order additional Products intended to serve as backup units in the event of failure or malfunction of the Products in operation.

4.2 Product User Instructions
Instructions for use and safety precautions relating to the Products are set forth in the Product description or provided with the Product upon delivery.

It is the Customer’s responsibility to review such instructions carefully and to comply with them strictly. SECLAB FR disclaims all liability in the event that such instructions are not followed by the Customer or the users.

4.3 Final Destination Control

The Customer acknowledges that the Products and Services provided by SECLAB FR may be sensitive due to their use in the field of cybersecurity and/or due to applicable regulations, particularly with respect to dual-use goods, export control, security, cybersecurity, cyber defense, or counter-terrorism.

Territorial Restrictions and Prior Information Obligations
The Customer expressly undertakes to use the Products and Services exclusively in the country of delivery specified at the time of the order. Any use, transfer, provision, re-export, resale, or making available of the Products and/or Services, in whole or in part, to or for the benefit of another country or territory, or to a third party entity or individual, is strictly prohibited without the prior express written consent of SECLAB FR.

The Customer undertakes to inform SECLAB FR in writing prior to any change in the place of use of the Products or any transfer or assignment to a third party, even free of charge, and to obtain the prior written authorization of SECLAB FR, which reserves the right to refuse without having to state reasons.

Compliance with National, European, and International Regulations
The Customer undertakes to comply with all applicable regulations relating to export control, technology transfers, IT security, cybersecurity, cyber defense, counter-terrorism, and international sanctions. The Customer shall not directly or indirectly direct or make available the Products and Services:

to any country subject to restrictions, embargo measures, or sanctions imposed by French authorities, the European Union, or the United Nations;
for the benefit of individuals or legal entities listed on national or international sanctions lists;
or for unlawful purposes prohibited by law, regulation, or SECLAB FR’s internal compliance policies.

The Customer is responsible for completing all necessary formalities, obtaining at its own expense all required administrative authorizations or licenses, and providing SECLAB FR, upon request, with any relevant supporting documentation.

Suspension, Refusal, or Termination
SECLAB FR reserves the right, at any time and without compensation, to suspend, refuse, or terminate any order, delivery, maintenance, or license in the event of any doubt or breach, even potential, of the commitments set forth in this Article.

In the event of a breach, suspected breach, or lack of cooperation by the Customer in this regard, SECLAB FR may require the immediate return of the Products concerned, without prejudice to its right to claim compensation for any damage suffered.

Customer Warranty and Indemnification
The Customer fully indemnifies and holds harmless SECLAB FR against any direct or indirect consequences arising from a breach of the provisions of this Article, including any administrative, criminal, or financial penalties, seizure, or damage to SECLAB FR’s reputation resulting from any re-export, transfer, or use that does not comply with applicable regulations or SECLAB FR’s usage policies.

Cooperation
The Customer undertakes to actively cooperate with SECLAB FR in the event of any inspection, investigation, or request for information from a competent authority relating to the destination or use of SECLAB FR Products and Services.

4.4 Export of Dual-Use Goods
Certain SECLAB FR Products may be classified as dual-use goods within the meaning of Regulation (EU) 2021/821 of the European Parliament and of the Council of May 20, 2021, establishing a Union regime for the control of exports, brokering, technical assistance, transit, and transfer of dual-use items.

Accordingly, any export, re-export, transfer, or making available of such Products outside the territory of the European Union is subject to applicable regulations and, in particular, to the prior obtaining by the Customer, at its own expense, of all licenses, authorizations, or documents required by the competent authorities.

It is the sole responsibility of the Customer, prior to any export, re-export, or transfer, to verify whether the Products are subject to control, to inform itself of the applicable regulations, and to carry out, at its own expense, all necessary steps to obtain the required authorizations. The Customer undertakes to provide SECLAB FR, upon simple request, with any relevant information or proof of compliance in this respect.

SECLAB FR shall in no event be held liable for the consequences of any failure by the Customer to comply with laws, regulations, or obligations relating to the export, re-export, or transfer of dual-use goods, whether within or outside the European Union. The Customer undertakes to indemnify and hold harmless SECLAB FR against any adverse consequences, sanctions, or administrative, judicial, or financial claims resulting from a violation of such rules.

Any operation carried out in breach of this Article, or in the event of doubt as to compliance or final destination, may result in the suspension or termination of the order by SECLAB FR, without compensation and without prejudice to any damages.

4.5 Allocation of Services
The Services provided by SECLAB FR are strictly linked to a single Product identified by its serial number. Such Services may not be transferred, assigned, or used for the benefit of any Product other than the one specifically identified in the order, except in the event of a justified replacement of the original Product by an equivalent or substitute Product, previously approved in writing by SECLAB FR.

In the event of a change or replacement of a Product, the transfer of Services may only take place after the express prior written consent of SECLAB FR.

Any transfer, assignment, substitution, or use of the Services for another Product without prior approval is strictly prohibited and constitutes a material breach of these general terms and conditions.

Any breach of this obligation may result in the immediate suspension of the Services concerned, without prejudice to SECLAB FR’s right to terminate the contract or claim damages.

The Customer guarantees to SECLAB FR that the Services will only be used in connection with the Product to which they are assigned. The Customer undertakes to immediately inform SECLAB FR of any incident, change, or transfer relating to the Product and the associated Services.

4.6 Compliance with Regulations
The Products and Services provided by SECLAB FR comply with the regulations applicable within the European Union at the time they are placed on the market. It is the Customer’s responsibility to verify, prior to any use, the compliance of the Products and Services with the laws and regulations applicable in the country of delivery or final use, including but not limited to regulations relating to safety, cybersecurity, export control, control of sensitive technologies, customs seizure, or any other local requirements.

In particular, but without limitation, Products incorporating cryptographic functionalities are subject to specific regulations, which may vary from country to country. The Customer undertakes to complete, at its own expense, all administrative formalities, declarations, authorizations, and controls necessary to comply with such legal and regulatory requirements in its territory.

SECLAB FR disclaims all liability in the event of non-compliance by the Customer with applicable local or international laws and regulations. It shall not be held liable for any direct or indirect consequences resulting from the Customer’s failure to comply with such obligations, including any penalties, fines, confiscations, or prohibitions.

The Customer further undertakes to indemnify and hold harmless SECLAB FR against any claim, demand, penalty, loss, cost, or expense arising from non-compliance with local regulations relating to the Products or Services.

5. ORDERS

Validity of the Prior Offer
In the event that a technical and commercial offer has been issued, such offer shall be valid for the period indicated therein and solely for the specified destination country. Upon expiration of such period or in the event of a change in destination, a new offer may be required.

Form and Content of Orders
Orders must be submitted in writing to SECLAB FR (by mail or email). The Customer is required to provide all information necessary for the order, in particular the following information: full Customer details (company name or individual name, registration number, registered office address, telephone number, email address, etc.), delivery address, billing address (if different), the Customer’s bank details, SECLAB reference for the Products ordered, description of the Services subscribed to, any options selected by the Customer, the corresponding price excluding taxes, and, where applicable, the Customer’s intra-community VAT number.

Formation of the Contract
Any order must be accompanied by the commercial proposal signed by the Customer and bearing the mention “Good for Order” (Bon pour commande).
The contract shall be deemed concluded only upon written confirmation by SECLAB FR. Without such confirmation, no order shall be considered accepted.

Availability Limitation
The availability of the Products is limited to stock available at the time of confirmation. SECLAB FR shall inform the Customer of any stock shortages or lead times at the time of confirmation.

Order Confirmation
Upon confirmation, the Customer acknowledges that its order is firm and final.
Any request for cancellation or modification must be submitted in writing in advance and shall be subject to the prior express written consent of SECLAB FR.

SECLAB FR reserves the right to refuse any late modification or cancellation.

Indemnification in Case of Modification or Cancellation
In the event that a modification or cancellation is accepted, SECLAB FR may require compensation covering the costs incurred and/or committed by SECLAB FR, including in particular:

manufacturing and factory configuration costs;
preparation and shipping costs;
training costs;
costs related to specific services or special studies;
administrative costs;

this list being non-exhaustive.

The Customer shall be informed of the amount of such compensation at the time SECLAB FR makes its decision.

6. TERMS OF PRODUCT AVAILABILITY

Limitation of Products Supplied
The supply of Products by SECLAB FR is strictly limited to the Products identified in the order as confirmed by SECLAB FR.

In particular due to technical or commercial constraints, SECLAB FR reserves the right to modify certain characteristics, components, or elements of the Products supplied compared to those initially ordered, provided that a Product equivalent in terms of performance and functionality is supplied to the Customer.

Timing and Conditions of Availability
The timeframes for availability are specified in the order confirmation and are provided for information purposes only, without any contractual commitment or guarantee from SECLAB FR. SECLAB FR shall be entitled to make Products available in whole or in part.

Place and Costs of Availability
Products shall be made available at the Customer’s expense, at SECLAB FR’s premises or at any other location designated by SECLAB FR.

SECLAB FR shall inform the Customer of the date and place of availability by any appropriate means (mail, fax, email, etc.).

Collection of Products by the Customer
The Customer undertakes to collect the ordered Products within a maximum period of fifteen (15) calendar days from the date of availability indicated by SECLAB FR.

In the event of delayed collection, SECLAB FR reserves the right, at its discretion, to:

cancel the order and terminate the contract; or
maintain the order and charge the Customer storage fees at the applicable rate, calculated per commenced week, until the Products are effectively collected.

Risk and Responsibility
During the storage period, which begins upon expiration of the collection period, the Products shall remain under the sole responsibility of the Customer, who shall bear all risks of loss, theft, damage, or any other cause affecting the Products.

Exclusion of Penalties
No delay in making the Products available or in their collection shall give rise to any penalties, compensation, or cancellation of orders, unless expressly agreed otherwise.

7. DELIVERY – TRANSPORT

At the Customer’s express request, SECLAB FR may arrange for delivery of the Products to the agreed destination. In such case, transportation costs shall be invoiced in addition, and the amount of such costs as well as the delivery terms shall be expressly specified in the purchase order or the order confirmation.

The transport of the Products, whether organized by SECLAB FR or by a third party appointed for such purpose, shall in all cases be carried out at the Customer’s sole risk from the time the Products are taken over by the carrier. Accordingly, any loss, damage, theft, delay, or deterioration occurring during transport shall be borne by the Customer.

It is the Customer’s responsibility to obtain and maintain all necessary insurance coverage for risks associated with the transport of the Products, including, where applicable, international transport.

The Customer shall remain solely responsible for customs clearance operations and all administrative formalities relating to the import, export, or transit of the Products.

SECLAB FR shall not be held liable for any delay, damage, or loss arising directly or indirectly from transport, nor for any resulting consequences.

In the event of defective or non-conforming delivery identified upon receipt, the Customer must issue written reservations to the carrier and simultaneously notify SECLAB FR in accordance with the procedure set forth in the General Terms and Conditions of Sale.

8. ACCEPTANCE

Receipt at Destination
The Customer is responsible for receiving the Products at the agreed place of delivery. The Customer shall also bear, at its own expense, all customs clearance formalities as well as any costs and procedures related to the import, export, or transit of the Products.

Inspection Upon Receipt
The Customer must carefully inspect the condition of the Products upon delivery.

It is the Customer’s responsibility to note, on the delivery slip, all specific and detailed reservations concerning any shortage, damage, apparent defect, or discrepancy, and to notify the carrier accordingly.

Notification to SECLAB FR
Any claim relating to apparent defects or shortages must be sent to SECLAB FR by registered letter with acknowledgment of receipt, simultaneously with the notification to the carrier, within a maximum period of three (3) business days from the actual receipt of the Products.

Consequences of Failure to Contest
In the absence of any claim within this period, the Products shall be deemed compliant, free from any apparent defects, and no claim shall be accepted by SECLAB FR.

Limitation of Warranty and Remedies
SECLAB FR shall not be held liable for shortages or apparent defects not reported in accordance with the form and time limits set forth above.

Where an apparent defect or non-conformity is duly established, SECLAB FR shall, at its reasonable discretion, proceed with the replacement, repair, or, exceptionally, reimbursement of the Products concerned, as promptly as possible and at its own expense.

9. TRANSFER OF OWNERSHIP – TRANSFER OF RISK

THE PRODUCTS ARE SOLD UNDER RETENTION OF TITLE in accordance with Articles 2367 et seq. of the French Civil Code.

The transfer of ownership of the Products to the Customer shall only occur after full payment of the principal price and any additional charges, regardless of the date of receipt or availability of the Products.

The transfer of risk relating to the Products occurs upon delivery or availability and shall therefore be borne by the Customer.

It is specified that the transfer of ownership applies solely to the Hardware, while the Software remains the exclusive property of SECLAB FR.

Until full payment is made, the Customer is prohibited from reselling, encumbering, or pledging the Products. In the event of seizure or any third-party intervention, the Customer must promptly notify SECLAB FR and fully cooperate to preserve SECLAB FR’s rights, including informing the third party of the retention of title.

The Customer assumes full responsibility for any loss or damage affecting the Products and undertakes to insure them, at its own expense, for their replacement value, and to provide SECLAB FR with evidence of such insurance upon request.

In the event of non-payment by the agreed due dates, SECLAB FR may demand the return of any unpaid Products within a specified number of business days following its written request. Failure to return the Products shall render the Customer liable for any contractual and legal consequences.

10. INSTALLATION – CONFIGURATION

The Customer is informed that optimal use of the Products requires a phase of installation and configuration adapted to its specific setup.

The standard supply of Products does not include installation or configuration. These services may be performed by SECLAB FR at the Customer’s express request, subject to invoicing in accordance with the rates applicable at the time of the order.

In the event that installation and configuration are performed by the Customer or a third party not appointed by SECLAB FR, SECLAB FR shall not be held liable for any consequences resulting from improper installation, configuration, or use.

SECLAB FR may also, at the Customer’s request, offer training sessions for users and/or technical personnel. Such training shall be invoiced according to the applicable rates and shall take place, unless otherwise agreed, in person at the Customer’s premises or by any other mutually agreed means.

The schedule for installation and training interventions shall be agreed upon by the parties, subject to SECLAB FR’s availability. Any rescheduling or cancellation outside the agreed timeframe may result in invoicing.

It is recommended that personnel concerned with the training be present and adequately informed in advance.

Installation, configuration, and training services provided by SECLAB FR are offered as a best-efforts obligation.

11. WARRANTY

11.1 Hardware Warranty
SECLAB FR warrants that the hardware of the Products is free from any design or manufacturing defects, excluding obvious defects that the Customer is able to identify upon receipt.

This contractual warranty is valid for a period of two (2) years from the date of shipment of the hardware and applies in addition to any applicable legal warranties, in particular those relating to conformity and hidden defects.

The warranty does not cover defects resulting from modifications, repairs, or interventions carried out by the Customer or any unauthorized third party, nor damages caused by improper use, insufficient maintenance, defective storage, or incorrect configuration, except where such operations have been performed by SECLAB FR.

To benefit from the warranty, the Customer must notify SECLAB FR in writing as soon as possible of any defect discovered, providing all required supporting documentation. The Customer agrees to allow SECLAB FR to inspect the defective hardware before any intervention and is prohibited from carrying out or having any repair or disassembly performed without prior written consent.

The warranty exclusively covers the repair or replacement, at the choice of SECLAB FR, of hardware recognized as defective after evaluation. The Customer agrees to return the defective hardware in its original or equivalent packaging, at their own expense, via an approved carrier. SECLAB FR will cover the costs of reshipping the repaired or replacement hardware.

No intervention under the warranty will have the effect of extending or renewing the initial warranty period.

11.2 Software Warranty
SECLAB FR warrants that the Software provided complies with the technical and functional documentation and the specifications provided to the Customer, including installation and user manuals.

The warranty is valid for a period of three (3) months from the shipment of the Products.

During this period, the Customer must notify SECLAB FR in writing within fifteen (15) calendar days from the discovery of any anomaly, malfunction, or defect, providing a sufficiently detailed description to allow SECLAB FR to reproduce and analyze the problem.

SECLAB FR commits to making its best efforts to develop and provide a fix or applicable solution within a reasonable timeframe, typically fifteen (15) business days following receipt of the notification, except in cases of justified technical impossibility.

This warranty excludes anomalies resulting from unauthorized modifications, misuse, third-party IT environments, or third-party Software incorporated into the Product.

It applies in addition to, and without prejudice to, the legal warranties to which the Customer is entitled under the applicable provisions relating to the conformity of goods and hidden defects.

12. MAINTENANCE

12.1 Maintenance Program
Due to the specific technical nature and configuration of the Products, any maintenance performed by unauthorized third parties is strictly prohibited. Any unauthorized intervention may result in the suspension or loss of the warranty.

The Customer may subscribe to a maintenance program with SECLAB FR for the Hardware and/or Software, in the form of a subscription taking effect from the date of shipment of the Products. This subscription is concluded for a minimum period of one (1) year and is automatically renewed each year on the anniversary date, unless terminated by the Customer by sending SECLAB FR a registered letter with acknowledgment of receipt at least three (3) months prior to the expiration date.

In the event of a conflict between these General Terms and Conditions of Sale and specific contractual clauses signed between the Customer and SECLAB FR, the latter shall prevail.

Maintenance is provided for the technical useful life of the Products, as defined by SECLAB FR.

As part of the maintenance, the Customer has access to SECLAB FR technical support via the email address support@seclab-security.com, available Monday through Friday from 9:00 a.m. to 5:00 p.m., excluding public holidays. Access to support is conditioned upon an active subscription and prior registration of the Customer. SECLAB FR undertakes to handle requests as promptly as possible, with a maximum response time guaranteed depending on the nature and severity of the incident.

Support and maintenance do not cover malfunctions caused by unauthorized modifications, third-party interventions, or non-compliant use of the Products.

12.2 Hardware Maintenance
Hardware maintenance covers the replacement of defective Hardware, subject to compliance with the procedure below:

The Customer informs SECLAB FR support of the incident by phone.
Once the failure diagnosis is confirmed and the corresponding incident ticket is issued, the incident is considered validated. SECLAB FR guarantees a diagnosis within 4 hours.
Once the incident is validated, SECLAB FR support issues the Customer an RMA (Return Merchandise Authorization) form, which the Customer must return duly completed to SECLAB FR.
In parallel, SECLAB FR initiates the shipment of a replacement Product that is identical or has equivalent characteristics. The Product may be shipped within 48 business hours of incident validation, provided that validation occurs between Monday and Thursday before 2:00 p.m. Otherwise, the deadline is extended by 24 business hours (SECLAB FR does not perform shipments on Fridays or weekends).
Upon receipt of the replacement Product, the Customer agrees to return the defective Hardware with the RMA to SECLAB FR within 15 business days.
If the defective Hardware is not returned to SECLAB FR within the aforementioned period, SECLAB FR reserves the right to invoice the replacement Product at its full new value.

In all cases where an exchange is made, the replacement Product becomes the property of the Customer and the defective Product becomes the property of SECLAB FR, as of receipt by SECLAB FR of the defective Product.

The above deadlines may vary depending on the destination if the Products are located outside France.

12.3 Software Maintenance
Software maintenance covers the following services:

Direct access to SECLAB FR technical support via email (support@seclab-security.com)
Opening of an incident ticket to report a malfunction or request the availability of Software
A call-back and initial diagnosis by a SECLAB FR certified engineer. SECLAB FR guarantees a call-back within 4 business hours
In the event of a malfunction that prevents the use of SECLAB FR Software in accordance with its documentation, SECLAB FR undertakes to make its best efforts to develop a corrective solution, subject to technical feasibility. SECLAB FR commits to providing this fix within two weeks from the formal identification of the anomaly.

SECLAB FR does not make any commitment regarding anomalies or malfunctions that may affect third-party Software embedded in the Products.

Updates and new versions of SECLAB FR Software are developed at SECLAB FR’s sole discretion, without obligation regarding content, timing, or frequency. SECLAB FR does not guarantee full compatibility between these updates or new versions and older Hardware.

12.4 Implementation of Maintenance
A request for maintenance coverage must include all information necessary for SECLAB FR to diagnose and assess the malfunction or anomaly affecting the Products.

To enable SECLAB FR to properly perform maintenance services, the Customer agrees to provide all information, documentation, and related data, in particular to allow the replication of the malfunction or anomaly on SECLAB FR’s designated systems.

SECLAB FR shall not be required to intervene to correct a malfunction or anomaly where the Software or Hardware has been modified by the Customer or an unauthorized third party, or, more generally, if the anomaly or malfunction is not attributable to SECLAB FR.

13. OTHER SERVICES

In addition to Services related to the installation and configuration of the Products (see Article 10) or to maintenance (see Article 12), SECLAB FR offers its Customers professional engineering services to assist with the deployment or configuration of systems required to host the Products.

These Services must be planned and organized in consultation between the Customer and SECLAB FR in order to allow SECLAB FR teams to intervene effectively.

These Services are billed in accordance with SECLAB FR’s rates in effect on the day of their booking.

Any Service booking is due in the event of cancellation less than 48 hours prior to the scheduled execution date of the Services.

These Services are provided during business hours and business days, with actual work performed from 9:00 a.m. to 5:00 p.m., including a one-hour legally mandated break.

If intervention outside of these hours is required, professional services during non-business hours may be requested. In such cases, the intervention hours will be from 5:00 p.m. to 9:00 a.m., with a maximum consecutive working period of 7 hours and 30 minutes, in accordance with French law.

The execution of these Services by SECLAB FR may require the completion of technical prerequisites by the Customer. These prerequisites must be completed by the Customer before SECLAB FR begins the execution of the Services.

In the event that SECLAB FR is unable to perform the Services on the scheduled dates due to the Customer’s failure to complete these technical prerequisites or for any other cause not attributable to SECLAB FR, the Customer shall not be entitled to any refund or extension of the Services.

14. SUBCONTRACTING

SECLAB FR is authorized to subcontract all or part of the design, manufacture, and delivery of the Products, as well as all or part of the performance of the Services, to any subcontractor of its choice.

In all circumstances, SECLAB FR shall remain solely responsible to the Customer for the proper performance of all obligations arising from the contract, including those performed by its subcontractors.

The use of subcontracting shall in no way limit or exclude SECLAB FR’s liability toward the Customer.

15. WASTE MANAGEMENT OF ELECTRICAL AND ELECTRONIC EQUIPMENT

In accordance with the provisions of Articles R.543-179 to R.543-206 of the French Environmental Code (Decree No. 2005-829 of July 20, 2005, relating to the composition of Electrical and Electronic Equipment (EEE) and the disposal of waste from such equipment), SECLAB FR is registered as a producer of electrical and electronic equipment with ADEME (French Environment and Energy Management Agency).

All SECLAB FR Products bear a marking identifying SECLAB FR, as well as a control label indicating the date of market release.

Unless otherwise agreed with the Customer, SECLAB FR organizes and finances the collection and treatment of professional Waste Electrical and Electronic Equipment (WEEE) that it has placed on the market after August 13, 2005, following prior shipment by the Customer, at the Customer’s expense and risk, of the relevant equipment and components to the following address:

SECLAB FR After-Sales Service
205 impasse John Locke
34470 Pérols – FRANCE

The Customer agrees to notify SECLAB FR at the end of the Products’ useful life and to organize their return in accordance with the agreed procedure. Any oversight or negligence in this process may release SECLAB FR from any liability.

Furthermore, it is the Customer’s responsibility to comply with its own regulatory obligations regarding the handling, collection, and temporary storage of WEEE on its site, in particular with respect to traceability, safety, and information, in accordance with applicable legislation.

16. PRICES AND PAYMENT TERMS

16.1 Prices
The price of the Products is that stated in the commercial offer or in the order confirmation, excluding taxes, customs duties, and other services, and is understood as net, unless otherwise stipulated in writing. Any applicable taxes, duties, and fees (including customs duties, packaging, insurance, delivery fees, and travel expenses for on-site services) shall in all cases be borne exclusively by the Customer.

The price of Services is set according to SECLAB FR’s rates in effect on the date of the order or booking and may be adjusted in the event of substantial changes in economic conditions (including variations in raw material prices, exchange rates, or applicable taxation), after prior notification to the Customer.

Prices are expressed net, excluding taxes, delivery fees, and any travel expenses (for on-site services). Any tax, duty, or other charge payable under French regulations or the regulations of the destination or transit countries shall be the responsibility of the Customer.

16.2 Payment Terms
SECLAB FR invoices are sent to the Customer by mail, fax, or email on the date of issuance. They are payable by bank transfer or by check (for French Customers only) made payable to SECLAB FR.

The payment deadline is that indicated on the invoices.

In general:

For the supply of Products: full payment for the Products is due at the time of order and no later than the date of availability or shipment of the Products if SECLAB FR is responsible for arranging transportation. Failing this, SECLAB FR may refuse to make the Products available or refuse to ship them.
SECLAB FR may, subject to the opening of an account agreement, grant the Customer a payment term. In such cases, the payment term shall be thirty (30) calendar days from the invoice date. SECLAB FR shall have the right to terminate the account agreement granted to the Customer in the event of non-payment of even a single installment.
For the performance of maintenance Services: payment in advance at the start of the annual period.
For the performance of other Services: thirty (30) calendar days from the invoice date.

In all cases, no discount shall apply for prompt payment.

Any amount not paid when due shall automatically bear interest from the first day of delay, without the need for formal notice, at the refinancing rate of the European Central Bank at its most recent refinancing operation, increased by ten (10) percentage points, applied to the amounts due until full payment is made.

Furthermore, in accordance with Article D.441-5 of the French Commercial Code, the Customer shall owe a fixed indemnity for recovery costs of forty (40) euros per invoice paid late or unpaid without valid reason.

SECLAB FR may also cancel the corresponding order and suspend all ongoing Product or Service orders.

17. INTELLECTUAL PROPERTY

All intellectual property rights in the Products sold by SECLAB FR remain the exclusive property of SECLAB FR, both in respect of the Hardware and the Software, subject to the presence of Third-Party Software. The Customer is granted only a non-exclusive right to use such Software, under the conditions specified in the contract.

With respect to Third-Party Software, such Software is subject to the licensing terms of the relevant third parties, which will be provided to the Customer upon simple request.

Furthermore, SECLAB FR retains all intellectual property rights related to its projects, technical specifications, plans, drawings, models, illustrations, photographs, catalogs, documentation, and all other documents provided. These materials may not be disclosed, transmitted, reproduced, exploited, or executed without the prior written consent of SECLAB FR and must be returned to SECLAB FR upon first request.

The Customer is expressly prohibited from reproducing, having reproduced, or allowing a third party to reproduce, in whole or in part, the Products, as well as from providing to third parties any information, documents, elements, or know-how that would enable the total or partial reproduction of all or part of the Products.

Any breach of these provisions shall constitute an infringement of intellectual property rights and may result in civil and/or criminal proceedings against the Customer.

18. COMMERCIAL REFERENCES

Unless otherwise agreed in writing by the Customer at the time of the order, SECLAB FR is authorized to cite the name, corporate name, and/or logo of the Customer as a reference in its commercial documents, presentations, marketing communications, and commercial proposals.

This authorization is granted free of charge, limited to SECLAB FR’s professional communication needs, and may be withdrawn at any time upon simple written notice from the Customer, effective within a reasonable timeframe.

19. CONFIDENTIALITY

Scope
In the context of their contractual relationship, SECLAB FR and the Customer (hereinafter, the “Parties”) may have access to information, data, or documents of a confidential nature belonging to the other Party (hereinafter, “Confidential Information”).

Definition of Confidential Information
Confidential Information shall be deemed to include, without limitation:

the terms and pricing of orders,
user manuals,
technical and functional documentation related to the Products, whether hardware or software,
commercial, financial, or strategic information exchanged under the contract,
as well as any information expressly designated as “confidential” by either Party.

Exceptions
The following shall not be considered Confidential Information:

information that has entered the public domain without fault of the receiving Party,
information already lawfully known to the receiving Party prior to disclosure,
information lawfully obtained from a third party not subject to a confidentiality obligation,
information independently developed by the receiving Party without use of the other Party’s Confidential Information.

Obligations of the Parties
Each Party agrees to:

use the Confidential Information solely for the purpose of performing the contract,
disclose it only to its personnel or subcontractors who strictly need to know it for contract performance, provided that such personnel or subcontractors are subject to equivalent confidentiality obligations,
not disclose it to any third party without the prior written consent of the other Party, except as required by law or judicial order,
ensure the protection and security of Confidential Information with at least the same degree of care as it applies to its own sensitive information,
return or, upon simple request of the other Party, destroy any media containing Confidential Information as soon as it is no longer needed or at the end of the contract.

Duration
The confidentiality obligations set forth in this Article shall remain in effect for the duration of the contract and for a period of five (5) years following its termination, regardless of the cause.

Ownership of Documents
All documents and materials communicated by one Party to the other under the contract shall remain the exclusive property of the disclosing Party and must be returned without delay upon simple request.

20. PERSONAL DATA

Scope
In the context of the order and exchanges related to the performance of the contract, the Customer provides SECLAB FR with personal data concerning the Customer itself or certain of its representatives, employees, partners, or clients (for example, name, first name, postal address, email address, telephone number).

The Customer is the data controller of the personal data it transmits to SECLAB FR. SECLAB FR acts as a data processor in accordance with Article 4 of Regulation (EU) 2016/679 of the GDPR and processes the data exclusively on behalf of the Customer, according to its contractual instructions, and strictly to the extent necessary to perform the agreed Services (contract management, invoicing, maintenance, technical support, etc.).

Recipients
SECLAB FR undertakes that the data will not be disclosed, transferred, or retained for purposes other than those provided for in the contract.

These data are accessible only to authorized SECLAB FR personnel as well as approved subcontractors involved in performing the services and bound by the same confidentiality and security obligations.

Retention Period
SECLAB FR retains the data for the period strictly necessary to perform the services, in accordance with the Customer’s instructions and applicable legal obligations.

Rights of Data Subjects
The Customer undertakes to inform the data subjects and facilitate the exercise of their rights (access, rectification, erasure, restriction, objection, portability, etc.) directly with the Customer itself, as the data controller.

For any questions regarding the processing carried out by SECLAB FR, the Customer may contact SECLAB FR as the data processor at the following address:

SECLAB FR
205 impasse John Locke
34470 Pérols – FRANCE

Complaints to the CNIL
In accordance with the GDPR, any data subject has the right to access, rectification, erasure, restriction, objection, and portability of their data.

Data subjects may file a complaint with the CNIL (www.cnil.fr) in case of dispute regarding the processing of their personal data.

Data Security
SECLAB FR implements all appropriate technical and organizational measures to ensure the security, confidentiality, and integrity of personal data processed, in accordance with Article 32 of the GDPR.

Data Location and Transfers
Personal data processed by SECLAB FR are primarily hosted within the European Union. However, in the context of providing certain Services, SECLAB FR may use third-party providers, including Zendesk Inc. for customer support management.

Personal data processed via Zendesk may be hosted in multiple regions, including the European Union (Germany, Ireland), the United Kingdom, the United States, and the Asia-Pacific region. SECLAB FR ensures that these transfers are governed by mechanisms recognized under Article 46 of the GDPR, including:

Adoption of Binding Corporate Rules (BCR) approved by European authorities, allowing intra-group transfers,
Use of the European Commission’s Standard Contractual Clauses (SCC) for transfers to countries without an adequacy decision,
Implementation of technical and organizational measures (secure transmission, regular audits under ISO 27001, SOC2, ISO 27018),
Assistance for the Customer in conducting a data transfer assessment, upon request.

Opt-Out from Telemarketing
In accordance with Article L.223-1 of the French Consumer Code, independently of the relationship between the Customer and SECLAB FR, and more generally, the Customer and data subjects have the right to register free of charge on a telemarketing opt-out list.

21. LIABILITY

The Customer assumes sole responsibility for ensuring that the use of the Products complies with applicable regulations and the Customer’s own requirements. SECLAB FR shall in no case be held liable for misuse or non-compliant use of the Products by the Customer.

In the context of performing the Services, it is expressly agreed that SECLAB FR is held to a best-efforts obligation. Its liability can only be engaged in the event of proven fault.

In any case, SECLAB FR’s liability is strictly limited to direct and certain material damages suffered by the Customer, excluding any indirect or immaterial damages, including but not limited to loss of business, loss of profits, loss of data, damage to image, commercial prejudice, or reputational harm.

If SECLAB FR’s liability is established, the total amount of compensation due, for all causes combined, shall not exceed:

For the sale of goods: the price of the relevant product,
For the provision of services: the amount actually paid by the Customer for the service in question, limited to the price corresponding to one (1) year of service,
and in no case exceeding the compensation payable under SECLAB FR’s insurance policies, within the contractual coverage limits, namely:
- €3,000,000 per claim and per insurance year under Professional and Product Liability (CNA Hardy Policy No. 10582743),
- €3,000,000 per claim and per insurance year under Cyber Liability (CNA Hardy Policy No. 10582743),
- €1,000,000 under the complementary Stoïk Cyber Policy No. FRAXTMST250326839935.

These limits include, where applicable, defense costs, fees, and amounts paid in connection with the same claim. The coverage does not apply to claims under the jurisdictions of the United States and Canada, in accordance with the terms of the aforementioned policies.

SECLAB FR may, upon the Customer’s request, provide evidence of the subscription and maintenance of its insurance policies covering risks related to its activities, without this constituting acknowledgment of liability.

The liability limitations set forth in this Article apply regardless of the legal basis of the claim (contractual, tortious, or otherwise) and remain in effect upon assignment of the contract, for any reason whatsoever.

Force Majeure
Wars, government or legal restrictions, epidemics, adverse weather, earthquakes, natural disasters, strikes or social movements, fires, transportation interruptions, energy supply disruptions, manufacturing accidents, shortages of raw materials or spare parts, and any other cause preventing, wholly or partially, the performance of obligations, shall be considered force majeure events, resulting in the suspension or termination of ongoing contracts without compensation or notice.

Contractual obligations thus suspended shall be resumed, to the extent possible, as soon as the effects of the cause(s) of non-performance have ceased, within a timeframe dependent on availability at that time.

22. TERMINATION

Without prejudice to specific cases provided elsewhere (including non-payment or force majeure), in the event of a serious or repeated breach by either Party of any of its contractual or legal obligations, the other Party may, after sending a formal notice by registered letter with acknowledgment of receipt that remains unaddressed for thirty (30) days, terminate the contract automatically without further formality.

Termination shall take effect without prejudice to the right of the aggrieved Party to claim damages.

In the event of early termination due to the Customer, the Customer shall remain liable for all amounts due to SECLAB FR for Products delivered or Services performed as of the termination date, as well as for ongoing firm orders and any specific costs incurred by SECLAB FR.

23. DISPUTES

These Terms and Conditions are expressly governed by French law.

In the event of a dispute relating to the validity, interpretation, performance, termination, consequences, or effects of these Terms and Conditions, the Parties agree to make all reasonable efforts to seek an amicable solution.

Failing an amicable solution within a reasonable period, ALL DISPUTES RELATING TO THESE TERMS AND CONDITIONS WITH RESPECT TO THEIR VALIDITY, INTERPRETATION, PERFORMANCE, TERMINATION, CONSEQUENCES, AND EFFECTS SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF MONTPELLIER.