GTS

GENERAL TERMS OF SALE

Article 1 - GLOSSARY


For the purposes of the application of these General Terms of Sale, the words given below shall be understood as indicated in this article when capitalized.
"GTS": refers to these General Terms of Sale, to the exclusion of any other document;
"Customer(s)": refers to the professional client signing the Contract;
"Contract": refers to the contract entered between QUOTAS and the Customer, consisting of these GTS and the Quotation, supplemented, where appropriate, by any special terms of sale;
"Quotation": refers to the commercial proposal prepared by QUOTAS at the request of the Customer, based on the Prerequisites determined by the latter;
“QUOTAS": refers to the company QUOTAS SUD, a limited liability cooperative company with variable capital, listed on the Bordeaux Trade and Companies Register under the number 411.767.759 and headquartered at 27, Cours Evrard de Fayolle– 33000 Bordeaux (France);
"Prerequisites": the main characteristics determined and previously provided to QUOTAS by the Customer, including all documents, information and data necessary to describe the field survey services required and prepare the Quotation;
"Services": refers to the information collection and field survey services defined in the framework of the Quotation, which QUOTAS undertakes to carry out for the benefit of the Customer, such as in particular the management of interviewers, on-street recruitment and pre-recruitment of panellists, coordination and scheduling of questionnaires, data collection and analysis, rental of testing rooms, (...).

Article 2 - GENERAL PROVISIONS


2.1. Preliminary statement. The parties declare and acknowledge that the negotiations preceding the conclusion of this Contract were conducted in good faith, and that during the pre-contractual phase of the negotiations they received all the information required and useful to enable them to make an informed commitment, and did provide to one another all such information as would be likely to be decisive in their consent, and of which they may legitimately have been unaware.

2.2. Scope of application. In accordance with Article L.441-1 of the Commercial Code, these GTS shall constitute the sole basis of the commercial relationship between the parties. They are intended to define the contractual conditions under which QUOTAS shall provide the Services defined in the Quotation to the professional Customers requesting them. They shall apply, without restriction or reservation, to all Services rendered by QUOTAS to Customers in the same category, regardless of any clauses that may be included in the Customer’s documents.

2.3. Special or categorical terms. In accordance with the regulations in force, QUOTAS reserves the right to make exceptions to certain clauses of these GTS: (i) based on negotiations conducted with the Customer, and set forth in special terms of sale; (ii) determined on the basis of objective criteria based on the type of Customers concerned, and set forth in category terms of sale.

2.4. Acceptance of GTS By its acceptance of the Quotation provided by QUOTAS, the Customer warrants that it has: (i) read these GTS; (ii) accepted them without reservation; (iii) waived any other document, prepared in the presence of both parties or otherwise, including its own general terms of purchase, which shall not be binding upon QUOTAS even if the latter is aware of such terms.

2.5. Invalidity. The possible invalidity of a contractual clause included herein shall not invalidate these GTS.

2.6. No Waiver. If at any time QUOTAS refrains from availing itself, where appropriate, of any of the provisions of these GTS, this shall not be interpreted as constituting the waiver of its right to enforce any of said provisions later.

Article 3 - DEFINITION OF SERVICES - CONTRACT


3.1. Quotation. QUOTAS will prepare a Quotation describing the Services to be performed and detailing their nature, their cost and the Prerequisites provided by the Customer. The Quotation may, where appropriate, be considered an extension of the GTS, it being specified that in the event of any contradiction between the provisions of the GTS and the Quotation, the provisions of the Quotation shall prevail.

3.2. Definitive nature. The Contract shall be definitively entered between the parties on the date of the actual receipt by QUOTAS of the Quotation accepted by the Customer.

3.3. Article 1122 of the Civil Code. The parties decline to render their commitment contingent upon a reflection period.

3.4. Changes. As this Contract is final and irrevocable, any request for modification shall be subject to express prior acceptance by QUOTAS. If a specific request is made by the Customer concerning the nature and/or terms for the provision of the Services and/or for the provision of Services and Deliverables not mentioned in the Quotation, the corresponding costs will be handled in a specific supplementary invoice in accordance with a separate Quotation previously accepted by the Customer, which will be subject to the GTS applied by QUOTAS at the time of the establishment thereof.

Article 4 - PRICES - PAYMENT CONDITIONS


4.1. Determination of pricing. The price payable by the Customer in exchange for the execution of the Services by QUOTAS will be indicated in the Quotation.

4.2. VAT. The prices for the Services are given net and exclusive of tax. Prices are given in Euros, and include the VAT rate applicable as of the Quotation date. Any change in rates may be reflected in the price of the Services.

4.3. Invoices. An invoice will be prepared by QUOTAS and submitted to the Customer upon provision of the Services.

4.4. Advance payment/Terms of payment. Unless otherwise specified in the Quotation: (i) an advance payment of up to a maximum of 50% of the total price of the Services will be required upon acceptance of the Quotation; (ii) QUOTAS will invoice the balance of the price on the date of the delivery of the Services. Invoices issued by QUOTAS are payable upon receipt, by bank transfer or check.

4.5. Offsets. Except as expressly agreed in advance by QUOTAS in writing, and then only if the reciprocal receivables and debts are certain, liquid and payable, no offsetting shall be conducted by the Customer.

4.6. Discount. No discounts will be applied by QUOTAS for early payment in advance of the date shown on the invoice, or within a period shorter than that indicated in these GTS.

4.7. Late payment penalties. In case of any delay in payment, or any transfer of sums owed by the Customer after the deadline specified, late payment penalties calculated on the basis of the Base Rate (refinancing/Refi rate) in use by the European Central Bank for the corresponding 6-month period plus TEN (10) points, applied to the price, including tax, of the Services included on said invoice, shall be due to QUOTAS, automatically and ipso jure, with no formality or prior notice required. Late payment will result in the acceleration of all debts owed to QUOTAS by the Customer without prejudice to any other proceedings that QUOTAS may be entitled to institute against the Customer. Lastly, in the event of late payment, the Customer will automatically and without prior notice be charged a lump sum for collection costs amounting to FORTY (40) Euros.  QUOTAS furthermore reserves the right to claim additional compensation from the Customer if collection costs actually incurred exceed this amount, upon presentation of supporting documents (Article L.441-6 of the Commercial Code).

4.8. Consequences of payment default. In the event of non-compliance with the payment conditions set forth above, the Customer will be sent formal notice by registered mail with delivery confirmation enjoining it to provide payment within FIFTEEN (15) days counted the date of submission of said formal notice. If no payment has been made FIFTEEN (15) days after the date of said formal notice to comply, QUOTAS reserves the right to suspend the execution of any provision of Services underway, or to pronounce the complete termination of the Contract under the provisions of Article 12 below.  QUOTAS will in such case retain ownership of all intellectual property rights to the results of the studies conducted, as well as to all media or documents created by QUOTAS during the execution of the Services; the transfer of the latter to the Customer shall be expressly contingent upon the payment in full of the price pursuant to Article 9 below.

Article 5 - CUSTOMER'S OBLIGATIONS


The Customer undertakes to provide QUOTAS with all such elements or media as may be necessary for the smooth roll-out of its Services, in particular those referred to in the Quotation and/or requested during the performance of the Contract, and in the absence of which QUOTAS would be unable to fulfil its own obligations.

Article 6 - OBLIGATIONS OF QUOTAS


6.1. Execution deadlines. The Services shall be provided by the deadline specified in the Quotation, counted as from the date of the definitive conclusion of the Contract.

6.2. Format / support of survey results. Unless otherwise specifically indicated in the Quotation, QUOTAS will deliver all its survey results to the Customer in a non-editable computer format (.pdf, .png, .html, .jpeg, Google Slides), sent to the email address previously indicated by the Customer.

6.3. Best Efforts Obligation. QUOTAS undertakes to provide the Services in accordance with professional standards, and in compliance with the rules and practices defined by the European Society for Opinion and Marketing Research (ESOMAR); QUOTAS shall remain responsible for non-compliance in the execution thereof under the ordinary terms of law.

6.4. Reservations - Claims. If no reservations or complaints are expressly issued by the Customer during the execution of the Services and the delivery of the survey results, the latter will be deemed compliant in terms of quality and quantity. The Customer will have a period of FIVE (5) calendar days from the date of the provision of each Service to issue such reservations or complaints in writing, coupled with all relevant supporting documents. No claim shall be validly accepted in case of Customer non-compliance with these formalities and deadlines.  QUOTAS will reimburse the Customer or correct any Services the non-compliance of which has been duly proved by the Customer (and not disputed by QUOTAS) as soon as possible and at its own expense, under appropriate terms previously approved by the Customer.

6.5. Limitation of Liability. QUOTAS shall only be held liable in the event of proven fault or negligence, and its liability shall remain limited to direct damages, to the exclusion of any indirect damages of any kind whatsoever. In any event, should QUOTAS be held liable, its liability will be limited to the amount, exclusive of tax, paid by the Customer for the provision of the Services in question.

6.6. Disclaimer of liability. QUOTAS shall not be held liable in the event of any non-fulfilment or incomplete fulfilment of its obligations that is imputable to the Customer, a third party to the Contract, or to a case of force majeure as provided in Article 1218 of the Civil Code.

Article 7 - CONFIDENTIALITY


7.1. Obligation of confidentiality. Each of the parties undertakes to use appropriate means to maintain the greatest possible confidentiality of such information and documents the content of which may reasonably be considered confidential, or has been designated confidential by the counter-party, and to which it may have had access in connection with the execution of the Contract. Any exchange of confidential information shall be conducted in writing.

7.2. Duration. This confidentiality obligation shall remain in force for a period of five (5) years after the termination of the contractual relationship. It shall lapse if the information enters the public domain for any reason not imputable to the party receiving the same.

Article 8 - NON-SOLICITATION OF QUOTAS PERSONNEL


8.1. Non-Solicitation. The Customer expressly undertakes to refrain from soliciting for employment or hiring any QUOTAS personnel, directly or indirectly, and guarantees compliance with this prohibition by the other companies of any group to which it may belong as well.

8.2. Duration. This prohibition shall remain in force for the duration of the Contract and for the FIVE (5) years following its termination for any cause whatsoever.

8.3. Penalty clause. In the event of any breach of this prohibition, the Customer shall be obliged to immediately pay QUOTAS a lump sum penalty equal to TWENTY-FOUR (24) months of the latest gross monthly salary of the person solicited or hired, plus all costs of recruiting a replacement.

Article 9 - INTELLECTUAL PROPERTY


9.1. Transfer of Rights. In accordance with the provisions of the Intellectual Property Code, ownership of the intellectual property rights attached to the survey results held by QUOTAS will be transferred to the Customer, subject to the Customer’s payment in full of the corresponding price.

9.2. License granted to QUOTAS. The Customer grants to QUOTAS a non-exclusive license, free of charge and worldwide, for the use of its trade name, brand and logo, exclusively permitting it to make mention of its collaboration with the Customer in its own public relations media. This license is granted for the corresponding term of protection provided for the intellectual property rights concerned and any extensions thereof, and will therefore survive the termination of contractual relations between the parties.

9.3. References. The Customer agrees furthermore that QUOTAS may engage in communications under the same conditions regarding the Services provided to it, and may present all the Services as part of its portfolio (paper or digital, including online), as well as in its videos, events and promotional activities, provided, however, that it shall not disclose any confidential information as defined in Article 7.

Article 10 - PERSONAL DATA


10.1. Compliance with regulations. With regard to the collection and/or processing and communication of personal data, the parties undertake to comply with the regulations applicable to their collection and processing, in particular the following provisions: (i) of Law no. 2004-801 of 6 August 2004 on the protection of individuals with regard to the processing of personal data, amending Law No. 78-17 of 6 January 1978 on computing, files and civil liberties; (ii) of Regulation 2016/679 of the European Parliament and Council of 27 April 2016, known as the General Data Protection Regulation (GDPR), applicable as of 25 May 2018. 

10.2. The Customer is informed that in accordance with the provisions of the Contract, QUOTAS will process Personal Data for purposes of the management and monitoring of its Services as well as for the preparation of appropriate invoicing.

10.3. QUOTAS will retain this data in compliance with the regulations in force, and only for the duration required to perform the operations for which it was collected.

10.4. No personal data collected during the execution of the Services will be transmitted to the Customer.

10.5. For any questions on the processing of your personal data, please contact QUOTAS by email (contact@QUOTAS.fr) or by postal mail (QUOTAS, 27 Evrard de Fayolle 33000 BORDEAUX).

Article 11 - SUBCONTRACTING - CONTRACT ASSIGNMENT


11.1. Outsourcing. QUOTAS reserves the right to entrust the execution of all or part of the Services to one or more subcontractor(s), and shall in such case guarantee to the Customer that the Contract will be performed normally, in accordance with its quality standards, and in compliance with all applicable regulations.

11.2. Assignment. This Agreement may not be assigned by either party, whether for consideration or free of charge, without prior approval in writing by the other party. A change in the controlling interest of the Customer as defined in Article L.233-3 of the Commercial Code will not, however, cause the termination of the Contract, provided that the Customer must notify QUOTAS of such change immediately and by any means.

Article 12 - CONTRACT TERMINATION


12.1. Sufficiently significant non-compliance pursuant to Article 1224 of the Civil Code. In the event of a sufficiently significant breach of any of the obligations incumbent upon the other party, and subject to the provisions set forth below, the party impacted by a contractual default provide notice to the defaulting counterparty by certified mail with delivery confirmation of the at-fault termination hereof, THIRTY (30) calendar days after the presentation of formal notice to comply with no effect, in accordance with the provisions of Article 1224 of the Civil Code.

12.2. Termination under Article 1225 of the Civil Code. It is expressly agreed that failure to comply with the commitments assumed under Articles 5, 7.1. and 8. of these GTS may result in the termination of this Contract, at the discretion of the injured party. This termination due to a breach of obligations by one of the parties shall take place automatically when such breach is not corrected in whole or in part FIFTEEN (15) calendar days after the submission of formal notice to comply. Said formal notice may be served by certified mail with delivery confirmation, or by any extrajudicial document. This formal notice must include mention of the intent to implement the provisions of this clause.

Article 13 - GENERAL PROVISIONS


13.1. Article 1218 of the Civil Code (Force Majeure). Neither Party shall be held liable if the non-performance or delayed performance of any of their obligations as described herein is imputable to a force majeure event within the meaning of Article 1218 of the Civil Code.

13.2. Article 1219 of the Civil Code (non-performance exception). It is specified that in accordance with Article 1219 of the Civil Code, either party may refuse to perform its obligations, even when such performance is required, if the other party fails to comply with its own obligations, and such non-performance is sufficiently serious, i.e., likely to impede the continued pursuit of the Contract or cause a fundamental disruption of its economic equilibrium. The suspension of Contract execution shall take effect immediately upon receipt by the defaulting Party of the formal notice of breach sent for such purpose by the party impacted by the default, indicating the latter's intention to apply the non-performance exception for as long as the defaulting party fails to remedy the non-compliance observed, which notice shall be served by certified mail with delivery confirmation, or in writing via any other durable medium providing sufficient proof of the provision of notice. Use of this faculty is at the risk and peril of the party taking such initiative. The suspension of Contract execution shall take effect immediately upon receipt by the Party presumed to be in default of a formal notice of the intention to apply a preventive non-performance exception until the party presumed to be in default executes the obligation a future breach of which is manifest, which notice shall be served by certified mail with delivery confirmation, or in writing via any other durable medium providing sufficient proof of the provision of notice. If the impediment is definitive or continues beyond THREE (3) calendar months, the Contract shall be purely and simply terminated in accordance with the terms set forth in the article on Termination due to a breach of obligations by one of the parties.

13.3. Article 1221 of the Civil Code (Enforcing specific performance). Notwithstanding the provisions of Article 1221 of the Civil Code, the parties agree that in the event of failure by either party to fulfil its obligations, the party impacted by the default may not demand the enforcement of specific performance.

13.4. Article 1222 of the Civil Code (execution by a third party). Expressly notwithstanding the provisions of Article 1222 of the Civil Code, in the event of failure by either party to fulfil its obligations, the party impacted by the default shall not be permitted to have the obligation executed by a third party at the expense of the defaulting party. In the event of the counter party's non-fulfilment of any of its obligations, the party impacted by such default may request the termination of the contract under the terms set forth in Article 12 of these GTS.

Article 14 - APPLICABLE LAW SETTLEMENT OF DISPUTES


14.1. Applicable Law - Contract language. By express agreement between the parties, these GTS shall be subject to French law, to the exclusion of any other legislation. They are written in French. If they are translated into one or more other languages, only the French text shall prevail in the event of a dispute.

14.2. Claims. Any claims must be addressed by the Customer to QUOTAS by registered mail with delivery confirmation. In the event of litigation, the parties undertake, in accordance with the legislation in force in France, to initially seek to resolve their dispute on an amicable basis.

14.3. Competent jurisdiction. All disputes that may arise from these GTS concerning the validity, interpretation, execution, termination, consequences or future developments thereof, shall be brought before the Commercial Courts of BORDEAUX, even in interlocutory or ex parte emergency or precautionary proceedings, multiple respondents or the joinder of third parties notwithstanding.