Terms of use policies for our offer

DEFINITIONS: The term “Seller” shall refer throughout this Agreement to Cypheme SAS. The term “Buyer” shall refer throughout this Agreement to a business entity purchasing Goods and Services (as defined below) from Seller in accordance with the terms and conditions of this Agreement. The term “Good(s)” shall refer throughout this Agreement to Seller’s products namely Cloud-connected and Artificial Intelligence-based Anti-Counterfeiting stickers/certificates/labels/tags which are purchased by Buyer hereunder. The term “Service(s)” shall refer to Seller’s cloud authentication services which are purchased by Buyer hereunder.

ACCEPTANCE: Any order for the purchase of Goods and Services from Seller shall be subject only to the present Agreement and to the acceptance by Seller in writing. Any conflicting terms and conditions in a purchase order form using Buyer’s form of purchase order form or any other written instrument which conflict with this Agreement shall not be binding on Seller unless agreed to in writing by Seller.

CANCELLATION: Purchase order forms are not subject to cancellation or modification by Buyer, in whole or in part, after Seller’s acceptance of the purchase order form, except with Seller’s prior written consent.

NON-PAYMENT & REMEDIES: If Buyer fails to fulfill Seller’s terms of payment or if the financial or business condition of Buyer shall become impaired or unsatisfactory to Seller, Seller may suspend or interrupt the Services until such payments are made. All remedies provided herein shall be cumulative and in addition to any other remedies provided by law or in equity.

DELIVERY DATES: Delivery dates set forth on a purchase order form accepted by Seller are subject to change and are predicated on conditions existing at this time. Seller does not guarantee any delivery dates and shall not be responsible for any loss or damage of any kind or nature whatsoever caused by any delay in delivery irrespective of the cause of such delay.

ENTIRE AGREEMENT: No terms or conditions, other than those stated herein, and no agreement or understanding, oral or written, purporting to modify this Agreement, whether contained in Buyer’s purchase order form (if any) or elsewhere, shall be binding on the Seller unless made in writing and accepted/executed in writing by Seller.

GOVERNING LAW & JURISDICTION: Any dispute which arises between Seller and Buyer concerning this Agreement or any other aspect of their relationship shall be interpreted, and construed in accordance with the laws of France without regard to conflict of laws provisions applying the laws of other jurisdictions. Seller and Buyer hereby irrevocably consent to the exercise of personal jurisdiction by the Courts of Paris, France, and agree that any lawsuit arising from or any matter connected to any dispute between the Buyer and Seller or the interpretation or enforcement of these Terms and Conditions shall only be prosecuted in one of those Courts. Attorneys’ fees and costs incurred by Seller in connection with any legal action or proceeding with respect to the collection of any invoices which are in arrears shall be the responsibility of Buyer.
Disclaimer of Warranties. Seller warrants that all Goods and Services purchased by Buyer will conform to Buyer’s specifications. However, the Goods and Services are provided by Seller to Buyer on a strictly "AS IS" basis. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE GOODS AND SERVICES FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING HEREBY EXPRESSLY EXCLUDED. IT IS THE SOLE RESPONSIBILITY OF BUYER TO DETERMINE THE ADEQUACY OF ALL GOODS AND SERVICES PURCHASED BY BUYER FOR ANY INTENDED SPECIFIC PURPOSE OR USE.

LIMITATION OF REMEDIES & LIMITATION OF LIABILITY: Buyer’s sole remedy, and Seller’s sole liability for non-conforming Goods rejected as provided herein, shall be limited to replacement of the Goods or, at Seller’s option, refunding the portion of the price of such non-conforming Goods paid to Seller. In no event shall Seller’s liability for any claim, loss, costs or damages relating to any Goods shipped, stored, sold or delivered hereunder exceed the purchase price therefore, nor shall Seller be liable for any loss, charges or damages resulting from its inability to procure any Goods and Services purchased by Buyer or for delays or failure to deliver Goods and Services hereunder. IN NO EVENT SHALL SELLER, ITS EXECUTIVE OFFICERS OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, IN CONNECTION WITH THE GOODS AND SERVICES OR THE USE OF THE GOODS AND SERVICES, WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHER FORM OF ACTION, EVEN IF SELLER HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. In addition to other limitations stated herein, Seller shall not be liable for any delay in Seller’s performance due to fires, strikes, labor disputes, war, terrorist acts, civil commotion, embargoes, floods, delays in transportation, shortages or failure of supply, fuel, power of transportation, breakdown of equipment, acts of God, or other circumstances beyond Seller’s reasonable control. Buyer shall not be entitled to, and in no event, shall Seller be liable to Buyer for, indirect, special, incidental, or consequential damages of any nature, including, without limitation to loss of profit, loss of use, promotional or manufacturing or manufacturing expenses, overhead, injury to reputation or loss of customers arising out of failure by Seller to deliver Goods and Services, or resulting from the use, misuse, or inability to access or utilize the Goods and Services. In no event shall Seller’s liability or Buyer’s recovery exceed the purchase price of the specific Goods and Services as to which a claim is made irrespective of the nature of Buyer’s claim, whether for breach of contract, breach of warranty, negligence, strict liability, misrepresentation and/or other torts.