Terms and Conditions of Sale — 2 March 2024
GENERAL TERMS AND CONDITIONS OF SALE — ENGINEERING SERVICES
Ref. SIL3X-2025 dated 10 July 2025
These General Terms and Conditions of Sale (“GTC”) define the general terms and conditions for performance of the Services ordered by the Client from SIL3X.
SIL3X, a société par actions simplifiée (simplified joint-stock company) with share capital of €19,000, registered office at 60 Rue François Ier, 75008 Paris, registered with the Paris Trade and Companies Register under no. 979 362 308, represented by Antoine CHUPIN, President, duly authorised for the purposes hereof, hereinafter “SIL3X”.
SIL3X is an engineering consultancy specialising in simulation and expertise in energy efficiency, thermal engineering, and fluid systems.
ARTICLE 0 — DEFINITIONS
“Agreement” means all documents referred to in Article 3, applicable to a Service performed by SIL3X for a Client.
“Client” means any natural or legal person commissioning engineering Services from SIL3X after issuing an Order or signing a specific Agreement.
“Service(s)” means the engineering service(s) performed by SIL3X for the Client, as described in the Proposal.
“Client Data” means any samples, materials, software, drawings, plans, or information of any kind to be provided by the Client and necessary to perform the Service. Client Data are listed in the Proposal.
“Deliverable(s)” means the results of the Service provided by SIL3X to the Client, during or at the end of the Service, as listed in the Proposal.
“Proposal” means the technical and commercial offer prepared by SIL3X and sent to the Client.
“Background IP” means all information, data, documents, drawings, plans, software, models, methods, and know-how, whether patented or not, owned by either Party before the Service takes effect or developed independently of the Service without access to the other Party’s Background IP.
“Information” means all exchanges from the Client to SIL3X or vice versa of information, data, documents, or samples in connection with preparation or performance of the Service. Information includes in particular Deliverables, Client Data, and Background IP exchanged.
“Party” means SIL3X or the Client individually; “Parties” means SIL3X and the Client jointly.
“Third Party” means any natural or legal person other than the Parties.
“Territory” means the place where the Services are performed, as defined in the Proposal.
“In Writing” means a document or Information communicated to the other Party by post or email.
“Open Source” means software/code designed to be publicly accessible and that may be viewed, modified, and distributed by anyone. Such software is developed collaboratively and in a decentralised manner by a community and relies on peer review.
ARTICLE 1 — PROPOSAL
SIL3X will prepare its Proposal based on all written and oral information communicated by the Client, which shall be deemed accurate, complete, and provided under the Client’s sole responsibility.
ARTICLE 2 — AGREEMENT
The Agreement defines the specific terms and conditions applicable to the Service.
“The documents listed below are ranked in descending order of priority and together form the Agreement. In the event of conflict, they shall prevail in the following order:
1. the SIL3X Proposal with the applicable reference and revision (Specific Conditions for the Service)
2. these GTC
3. the Client’s general terms of purchase, if any
4. any confidentiality agreement signed between the Parties
5. any specifications provided by the Client
No other contractual document shall apply to this Service.”
If the Parties agree to apply the above documents with this order of priority, the Client’s Order must reproduce and expressly refer to the paragraph above.
Alternatively, after discussion and agreement, the Parties may agree on different terms:
- a different order of priority between certain documents, it being understood that the Proposal shall always prevail over any specifications provided by the Client;
- and/or waiver of certain contractual documents;
- or signature of a specific negotiated Agreement replacing the documents listed above.
ARTICLE 3 — COMMENCEMENT OF THE SERVICE
Commencement of the Service requires:
- issuance of an Order expressly incorporating the terms of ARTICLE 2, or signature of a specific Agreement;
- and express acceptance of the Order by the person duly authorised to do so: Antoine CHUPIN at SIL3X. Otherwise, commitments made by other SIL3X representatives to the Client shall be null and void.
ARTICLE 4 — PRICE
4.1 Service prices are stated in euros in the Proposal. Prices are exclusive of tax; VAT at the applicable rate shall be added.
4.3 In principle, prices are fixed for the duration and conditions stated in the Proposal. However, if the Service extends beyond the initially agreed period or if its duration exceeds twelve (12) months (French text reads “three (12) months” — likely a typo), prices shall be automatically revised in line with the Syntec index. No adjustment shall be made if the calculated variation is less than 2%. If the selected index ceases to exist or is substantially modified, the Parties shall agree on a replacement index best reflecting labour and production cost trends in the sector.
Any refusal or delay in paying an invoice including the above revision authorises the Service Provider to suspend performance of the affected Services until regularisation, without prejudice to late interest and the fixed recovery charge under Article 5.
4.2 Service prices are set in the Proposal and may, where applicable, be indexed to the execution schedule.
ARTICLE 5 — DEPOSIT AND PAYMENT TERMS
5.1 The payment schedule is described in the Proposal. The Client undertakes to pay invoices issued by SIL3X within thirty (30) calendar days from the invoice date, by bank transfer to the account shown on the invoice, unless otherwise agreed in the Agreement.
5.2 If instalment payment is agreed, non-payment of a single instalment shall, at SIL3X’s sole discretion, automatically result in acceleration (all amounts becoming immediately due).
5.3 Any amount not paid when due shall, by operation of law and without formal notice, bear late interest at the European Central Bank refinancing rate (“refi”) plus ten (10) percentage points, and in no event less than 12.5% per annum, in accordance with Article L.441-10 of the French Commercial Code.
A fixed legal recovery charge of €40 shall also apply, plus, where applicable, duly justified additional recovery costs. Penalties run from the day after the due date on the invoice until full payment.
5.4 The Client may not withhold or defer payment of any amount due to SIL3X, even in the event of dispute or claim. Likewise, SIL3X shall not be required to perform Services ordered by the Client if the Client fails to pay the price in full or in part under the agreed terms, without prejudice to its other rights and remedies.
ARTICLE 6 — CHANGES TO SERVICES OR TERMINATION
If, after signing the Agreement, the Client wishes to change the scope of the Service, SIL3X will in good faith assess impacts, in particular on deliverable quality, schedule, and price. If the impact is material, SIL3X may propose new terms In Writing or by issuing an amendment to the Proposal. After written agreement, the Client may either proceed with the amendment to perform all work with the changes, or revise certain Deliverables in quantity or quality to keep the original budget.
Furthermore, either aggrieved Party may unilaterally terminate all or part of the Agreement without damages, only where:
- SIL3X has breached its obligations and fails to remedy within thirty (30) days of formal notice from the Client; or
- the Client has breached its obligations (failure to provide essential Client Data or payment of instalments under the Proposal) and fails to remedy within thirty (30) days of formal notice from SIL3X.
All other terminations give rise to damages at the expense of the terminating Party, except in cases of force majeure. In particular, if the Client terminates, SIL3X shall issue a final invoice including:
· reconciliation between the budget committed by SIL3X and amounts already invoiced at termination; and
· compensation equal to 20% of the Service budget not yet invoiced at termination.
ARTICLE 7 — PERFORMANCE OF SERVICES
7.1 Estimated schedules are set out in the Proposal. They are conditional on the Client providing Client Data within the deadlines specified by SIL3X. SIL3X will use reasonable efforts to meet the forecast schedule and to alert or limit delays; no late penalties shall apply for schedule slippage.
7.2 Execution deadlines shall be extended (i) for any delay attributable to the Client (e.g. late Client Data), and (ii) in the event of changes during performance.
7.3 For certain Services, SIL3X may propose Open Source libraries or software, as-is or modified. SIL3X will use reasonable efforts to use quality software and inform the Client of any limitations or constraints.
If Open Source software is improved during a Service for a Client, SIL3X may contribute the new version back to the Open Source community, provided it does not include the Client’s Background IP, or where it does, the Client has authorised publication In Writing.
SIL3X will integrate such Open Source software only if the licence permits. In that case, copyright in such Third Party software is not assigned to the Client. SIL3X will attach applicable licences to Open Source Deliverables when required.
Certain “copyleft” licences (e.g. GPL) may require disclosure of modified code, sometimes extending to software interacting with those modules. The Client shall review licence terms of any “free” modules integrated into Deliverables to assess risks of having to disclose source code of Deliverables interacting with them.
7.4 If a Client request would conflict with generally accepted engineering practice or safety regulations, SIL3X may refuse to implement it.
7.5 By default, the Territory is SIL3X premises. Where the Territory is a Client site, SIL3X personnel intervention averages 7 hours per day.
ARTICLE 8 — ACCEPTANCE
Acceptance of Deliverables shall preferably take place jointly with SIL3X and be acknowledged by the Client.
For each Deliverable, the Client has fifteen (15) days to accept or reject it. Failure to respond shall constitute deemed acceptance.
Reservations on Deliverables are handled under Article 12 — DISPUTES.
ARTICLE 9 — INTELLECTUAL PROPERTY
9.1 Deliverables handed over are the Client’s exclusive property, which may exploit them freely upon full payment.
The Agreement does not prevent SIL3X from using, without financial compensation to the Client, lessons and know-how gained from performance, provided it uses no Client Information.
9.2 Each Party retains exclusive ownership of its Background IP and any improvements thereto during the Service. Nothing herein shall be construed as transferring or licensing Background IP from one Party to the other.
9.3 If Background IP is required, it shall be listed in the Agreement or specified In Writing. Upon agreement, the benefiting Party shall have a non-exclusive, non-assignable, non-transferable, temporary, royalty-free right of use during performance. Any use outside the Service requires prior agreement.
9.4 If SIL3X considers that Third Party IP may oppose Deliverables or their exploitation, it shall inform the Client promptly (e.g. Open Source libraries). SIL3X provides no warranty regarding Third Party rights or related claims. The Client exploits Deliverables at its sole risk.
ARTICLE 10 — NON-SOLICITATION
10.1 Applies to any employee or non-employee contractor assigned by name by the Service Provider to the Services (“Personnel”).
10.2 During the Agreement and for twelve (12) months after termination, the Client shall not, directly or indirectly, in France or the European Union:
1. offer the Personnel employment, an assignment, or collaboration;
2. hire the Personnel or have them hired by a Third Party;
3. induce the Personnel to leave the Service Provider.
10.3 Exceptions:
hiring a person who has left the Personnel for at least six (6) months is not prohibited solicitation.
10.4 Breach: the Client shall pay a penalty equal to twelve (12) months’ gross loaded remuneration of the person concerned (or, failing that, twelve months’ average monthly billing attributable to that person), without prejudice to reimbursement of direct replacement costs and any claim for additional damages.
10.5 If held excessive or invalid, the clause shall be reduced to the maximum sanction permitted under applicable law.
ARTICLE 11 — CONFIDENTIALITY
During negotiation, performance, and after termination, the Parties shall not disclose, nor permit disclosure by their personnel of, Information obtained from the other Party in connection with the Agreement, except to a Third Party bound by equivalent confidentiality where disclosure is necessary to perform the Agreement. Each Party shall not exploit such Information for its own benefit or that of a Third Party. This does not apply to information (i) in the public domain for reasons other than breach, (ii) already in the receiving Party’s possession, (iii) received lawfully from a Third Party authorised to disclose, or (iv) required to be disclosed to courts or tax/social authorities. If the Territory includes a Client site, the Client shall give SIL3X access to its facilities and all Information necessary to perform the Services on site.
Unless otherwise agreed In Writing at commencement, SIL3X may communicate to Third Parties for commercial promotion only: performance of a Service for the Client (naming the Client), Territory, scope of work, and main high-level tasks performed.
ARTICLE 12 — DISPUTES
The Agreement is governed by French law. Before legal action, the Client may seek an amicable solution, including with advisers of its choice. Claims shall be handled in good faith. Failing amicable resolution: mediation, then exclusive jurisdiction of the Paris Commercial Court. SIL3X shall not be liable for non-compliance with regulatory requirements in the country where Deliverables are received.
ARTICLE 13 — WARRANTY AND INSURANCE
13.1 SIL3X warrants proper performance of Services as defined in the Agreement and in accordance with generally accepted engineering practice.
13.2 SIL3X shall maintain adequate insurance with a reputable insurer. SIL3X holds professional liability insurance with AXA, available on request.
ARTICLE 14 — LIMITATION OF LIABILITY
14.1 SIL3X shall not be liable for damage resulting from documents or information provided by the Client, especially where SIL3X has issued appropriate reservations.
Principle: Each Party is liable only for direct, certain, and proven damage resulting from breach of its contractual obligations.
14.2 General cap: Unless otherwise stated, the Service Provider’s cumulative financial liability is capped at the net amount actually paid by the Client for the Service giving rise to the damage.
14.3 Exclusions from cap
limitations do not apply:
a) in case of gross negligence or wilful misconduct;
b) for bodily injury, including death, to a Third Party.
14.4 SIL3X shall not indemnify indirect or consequential damage, including loss of business, production, profit, contract, reputation, opportunity, commercial prejudice, production overruns, personnel or equipment downtime, or any indirect damage.
14.5 Force majeure as defined in Article 1218 of the French Civil Code.
14.6 The Client must notify claims in writing within twelve (12) months (French text reads “two (2) months” — likely a typo) from the damaging event, failing which any action is time-barred.
ARTICLE 15 — FORCE MAJEURE
Performance shall be suspended upon force majeure as defined in Article 1218 of the French Civil Code. The invoking Party must notify commencement and, where applicable, end of the event; otherwise it remains liable. The other Party may verify the facts. Both Parties shall seek to prevent or mitigate effects. Performance resumes when the event ends. If it lasts more than one (1) month, the affected Party may terminate immediately without compensation.
ARTICLE 16 — GENERAL INTERPRETATION
In case of dispute over interpretation, the Parties agree that the interpretation given by the court shall prevail and the GTC shall be amended accordingly. Invalidity of one clause does not affect the remainder.
ARTICLE 17 — PERSONAL DATA (GDPR)
17.1 Controller:
SIL3X SAS, 60 rue François 1er, 75008 Paris — ( contact@sil3x.fr ).
17.2 Data processed:
name, role, professional email and contact details of Client contacts for:
– contract management, billing
– commercial follow-up, and service quality.
17.3 Legal basis:
contract performance (Art. 6(1)(b) GDPR); B2B prospecting: legitimate interest (Art. 6(1)(f) GDPR).
17.4 Recipients:
authorised internal services and, where applicable, IT subprocessors under confidentiality. No transfer outside the EU/EEA without adequate safeguards.
17.5 Retention:
duration of contract, then five (5) years archived for evidence, unless longer legal obligation.
17.6 Rights:
access, rectification, erasure, restriction, objection, portability — contact@sil3x.fr ; complaint to CNIL (www.cnil.fr).
17.7 Client obligations:
when providing third-party personal data, the Client warrants proper information and consent and shall transmit only data strictly necessary.
ARTICLE 18 — ETHICS AND COMPLIANCE
18.1 Each Party warrants compliance with applicable anti-corruption, influence-peddling, money laundering, and terrorism financing laws, including French Sapin II (Law no. 2016-1691). No undue advantage shall be offered to obtain or retain business.
18.2 Reporting: .
suspected breaches — contact@sil3x.fr . Proven violation: the non-breaching Party may suspend Services or terminate without prejudice to damages.
ARTICLE 19 — TRANSLATION — GOVERNING LANGUAGE
If these GTC and the Agreement exist in several languages, the French version alone is authoritative in case of interpretation or application difficulties. The governing language is French.
ARTICLE 20 — DISPUTE RESOLUTION
French law governs interpretation and performance. Failing amicable settlement, exclusive jurisdiction of the Paris Commercial Court, including for third-party claims or multiple defendants.