PRODUCT SALES TERMS AND CONDITIONS
1 – SCOPE
These Product Sales Terms and Conditions (“Terms”) apply to all sales of products by Pine Networks (hereinafter “Pine Networks”) to professional customers (the “Customer”).
These Terms govern the sale of:
- network hardware equipment,
- embedded or bundled software,
- third-party software licenses,
- vendor maintenance, subscription, and support services associated with such products.
These Terms apply to the exclusion of any other terms and conditions, including those appearing on Customer purchase orders, unless expressly agreed in writing by Pine Networks.
Placing an order with Pine Networks constitutes full acceptance of these Terms.
2 – QUOTATIONS AND OFFERS
Quotations issued by Pine Networks are valid for the period indicated in the quotation.
Unless otherwise stated, quotations remain valid for fifteen (15) days from their issuance.
Prices, availability, and delivery times may change after this validity period.
3 – ORDERS
Orders become binding only upon written acknowledgement by Pine Networks.
Pine Networks reserves the right to refuse an order within five (5) business days of receipt.
Customer purchase order terms conflicting with these Terms shall not apply unless expressly accepted by Pine Networks.
Any modification to an order must be accepted in writing by Pine Networks.
4 – ORDER CANCELLATION BY CUSTOMER
Orders accepted by Pine Networks may not be cancelled by the Customer without the prior written consent of Pine Networks.
If Pine Networks agrees to a cancellation, the Customer may be required to pay cancellation fees covering:
- costs already incurred,
- non-recoverable supplier commitments,
- administrative and logistics expenses.
Unless otherwise agreed in writing:
- cancellation of standard products may incur a fee of not less than 30% of the order value;
- products specifically ordered from manufacturers, customized products, or configured equipment may incur up to 100% of the order value.
Orders placed with manufacturers on behalf of the Customer may not be cancellable once the supplier order has been confirmed.
5 – PRODUCTS
5.1 Hardware
Pine Networks acts as a reseller of hardware manufactured by third-party vendors.
Technical specifications, documentation, and performance characteristics are provided under the responsibility of the manufacturer.
Pine Networks does not guarantee compatibility with systems, hardware, or software not expressly validated by the manufacturer.
5.2 Software
Products may include embedded or bundled software supplied by third-party publishers.
Customer receives a non-exclusive license to use such software in accordance with the applicable license terms of the software publisher.
Customer agrees to comply with all applicable software license agreements.
Pine Networks does not own such software and cannot modify the licensing conditions.
5.3 Third-Party Software and Open Source
Products may contain third-party or open-source software components.
Use of such software remains subject to the applicable license terms provided by the relevant licensors.
5.4 Vendor Maintenance and Support
Pine Networks may resell maintenance, subscription, or support services provided by equipment or software vendors.
Such services are governed by the vendor’s own terms and conditions.
Pine Networks acts solely as a reseller and shall not be liable for the performance, availability, or continuity of vendor support services.
6 – PRICES
Prices are stated exclusive of VAT and taxes.
Applicable taxes, customs duties, shipping costs, insurance, and administrative fees may be invoiced separately.
Prices are those stated in the quotation or order confirmation.
Pine Networks reserves the right to adjust prices in the event of supplier price increases, currency fluctuations, or changes in logistics costs occurring after order confirmation but before delivery.
7 – PAYMENT TERMS
Payment terms are specified in the commercial proposal or invoice.
Unless otherwise agreed, payments must be made by bank transfer.
Invoices may be issued electronically.
8 – LATE PAYMENT
In accordance with the French Commercial Code, any late payment automatically results in:
- late payment interest equal to the European Central Bank refinancing rate plus ten (10) percentage points, and
- a fixed recovery fee of €40.
Pine Networks reserves the right to suspend deliveries or cancel pending orders in the event of non-payment.
9 – DELIVERY
Delivery times are provided for indicative purposes only.
Pine Networks shall not be liable for delays caused by:
- supplier delays,
- logistics disruptions,
- customs clearance,
- regulatory restrictions.
Delivery obligations may be suspended if the Customer fails to meet its contractual obligations.
10 – TRANSPORT AND RISK TRANSFER
Unless otherwise specified, deliveries are made under DAP Incoterms® 2020.
Risk of loss transfers to the Customer upon delivery.
The Customer must inspect goods upon delivery and notify any damage or discrepancy within two (2) days.
11 – RETENTION OF TITLE
Pine Networks retains ownership of the products until full payment of the purchase price, including all applicable charges.
Until ownership transfers, the Customer must maintain the products in good condition and insure them against loss or damage.
12 – WARRANTY
Products benefit from the manufacturer’s warranty as defined in the manufacturer documentation or the commercial offer.
Warranty typically covers repair or replacement of defective parts.
The warranty does not apply to defects resulting from:
- misuse,
- improper installation,
- modification,
- operation outside manufacturer specifications,
- unauthorized repairs.
Warranty claims require prior authorization from Pine Networks.
13 – RETURNS (RMA)
Any return of products requires prior authorization and issuance of a Return Merchandise Authorization (RMA).
Products must be returned:
- with the RMA number,
- properly packaged,
- according to Pine Networks’ instructions.
Products returned without authorization may be refused.
14 – CUSTOMER NETWORK RESPONSIBILITY
The Customer is solely responsible for the design, configuration, and operation of its network infrastructure.
Unless expressly agreed in a separate services agreement, Pine Networks does not guarantee network architecture, redundancy, or operational performance.
15 – INTEROPERABILITY AND TESTING
The Customer is responsible for verifying compatibility of the products with its systems prior to production deployment.
Pine Networks does not guarantee interoperability with third-party equipment or software not certified by the manufacturer.
16 – SECURITY AND SOFTWARE UPDATES
The Customer is responsible for:
- applying vendor patches and updates,
- maintaining appropriate cybersecurity practices,
- implementing appropriate network security controls.
Pine Networks shall not be liable for damages resulting from cybersecurity incidents or vulnerabilities.
17 – VENDOR DEPENDENCY
Products and software supplied by Pine Networks are manufactured and maintained by third-party vendors.
Pine Networks shall not be liable for:
- product discontinuation,
- supplier delays,
- vendor policy changes,
- withdrawal of software updates or support.
18 – LIMITATION OF LIABILITY
The Customer acknowledges that it is acting in a professional capacity and has evaluated the suitability of the products purchased.
To the maximum extent permitted by law:
Pine Networks shall be liable only for direct damages caused by proven fault.
Under no circumstances shall Pine Networks be liable for:
- loss of profit,
- loss of revenue,
- loss of data,
- business interruption,
- loss of business opportunities,
- indirect or consequential damages.
The total cumulative liability of Pine Networks shall not exceed the amount paid by the Customer for the products giving rise to the claim during the six (6) months preceding the event.
19 – EXPORT CONTROL
Products may be subject to export control regulations of:
- France;
- the European Union; and
- the United States.
Customer agrees not to export, re-export, or transfer products without obtaining required authorizations.
The Customer is solely responsible for compliance with export regulations.
20 – USE IN CRITICAL SYSTEMS
Unless expressly agreed in writing, products are not designed for use in:
- life-support systems,
- nuclear facilities,
- aviation safety systems,
- military weapons systems,
- or any application where failure could result in personal injury or severe damage.
The Customer assumes full responsibility for any such use.
21 – FORCE MAJEURE
Pine Networks shall not be liable for failure or delay caused by events beyond its reasonable control, including:
- natural disasters
- war
- sanctions
- epidemics
- supply chain disruptions
- governmental restrictions
- transport interruptions.
22 – PARTIAL DELIVERIES
Pine Networks reserves the right to perform partial deliveries of the products ordered.
Each partial delivery may be invoiced separately and must be paid according to the agreed payment terms.
Partial delivery shall not entitle the Customer to:
- cancel the remaining portion of the order, or
- delay payment of delivered products.
23 – GOVERNING LAW AND JURISDICTION
These Terms are governed by French law.
Any dispute relating to these Terms shall fall under the exclusive jurisdiction of the Commercial Court of Nanterre (France).