Article 1. Scope of applicationDisway Tunisia provides its Customers with the products and services appearing in its current catalogue in accordance with these general terms and conditions of sale. These apply automatically between Disway Tunisie and its Customers for all sales, present and future. The Customer expressly agrees that the present general terms and conditions of sale deviate from the general and specific terms and conditions of purchase of the Customer and that the said general terms and conditions of sale can only be modified or completed by an amendment accepted by Disway Tunisie. The fact that Disway Tunisia does not avail itself at a given moment of any provision of the present general conditions of sale cannot be interpreted as a waiver of the right to avail itself of it at a later date.
Article 2. Warning and liabilityDisway Tunisia markets products to professional IT reseller customers. As a professional reseller, it is the exclusive responsibility of the Customer to use its internal skills or those of a third party of its choice to define the needs, draw up specifications, choose the appropriate hardware and software packages in view of their technical characteristics, carry out the necessary tests and recipes, ensure the physical environment of the hardware, etc. As a professional reseller of computer equipment, the Customer is sufficiently competent in this field to contact Disway Tunisia and assume alone the obligation of advice usually borne by the seller of computer products. The Client also exempts Disway Tunisia from the obligation of warning and is responsible for requesting and studying the necessary technical documentation. The Client declares that he is aware of the fact that Disway Tunisie is a wholesale distributor of computer hardware and software and is in no way a service or consulting company. Disway Tunisie's one and only obligation, which the Customer expressly acknowledges and accepts, is therefore the supply of the computer products and software that have been ordered and that it markets. If Disway Tunisie were to proceed with other services or supplies, these would have to be set out in an agreement expressly signed by both parties.
Article 3. Opening an accountAll new customers must, prior to placing an order, make a request to open an account with Disway Tunisia in order to obtain the opening form. The Client must return this duly completed form to Disway Tunisia accompanied by (A) the trade register, (B) a copy of the CIN of the signatory(ies), (C) a specimen cheque and/or bank details, (D) the patent. As soon as Disway Tunisie has approved the client account will be opened. Orders are imperatively payable before delivery or collection in advance. Following a request from the Client for the allocation of a credit line and after examination of the documents relating to the request, Disway Tunisie's Credit Department may grant the Client special terms and conditions of payment which will appear on all invoices issued by Disway Tunisie. Disway Tunisie grants itself the right to modify or cancel at any time and without prior notice its credit line and/or the terms of payment granted to the Client.
Article 4. Orders
By reference to Disway Tunisie's current catalogue, by which the Customer is aware of and accepts these general terms and conditions of sale, the Customer places firm orders for products. Acceptance of orders by Disway Tunisie is made either by delivery of the Products under the conditions appearing on the corresponding invoices issued by Disway Tunisie, or by issuing an order acknowledgement by which Disway Tunisie indicates the terms and conditions of its acceptance. Due to laws and regulations, manifest error, the rapid evolution of computer products and stock shortages, Disway Tunisie reserves the right to make modifications to an order, provided that the replacement products are, if possible, of substantially equivalent technology and price. In this case, the customer must send Disway Tunisie a corrected order form to confirm the order.
Article 5. Special Sales and Cloud ComputingFor all Cloud Computing solutions and sales subject to special conditions granted by the supplier of Disway Tunisie, the Customer undertakes to comply with the terms, formalities and requirements imposed by the supplier in the context of such sales.
The Customer undertakes to keep any document conditioning the supplier's agreement for special sales and Cloud Computing. The Customer undertakes, upon simple request, to make available to Disway Tunisia and the supplier all relevant documentation relating to special sales and/or Cloud Computing, for a period of 5 years from the date of invoicing. In the event of failure to comply with the aforementioned obligations, and/or if the order emanating from Disway Tunisie's end customer does not correspond in all respects to the elements of the manufacturer's quotation and in particular if it sells to a customer other than the one indicated in the manufacturer's quotation, Disway Tunisie shall be entitled to claim payment of any discount, advantage and special conditions granted in the context of a special sale and/or Cloud Computing, as well as payment of any costs, penalties and damages incurred by Disway Tunisie. A Customer failing to comply with its obligations under this paragraph will no longer be authorised to subscribe to the Special Sales and/or Cloud Computing. By accepting the present general terms and conditions of sale, the Customer accepts the terms and conditions of the manufacturer's "final customer contract" as well as the possible update of the "final customer contract" carried out by the manufacturer. By placing an order with Disway Tunisia, the customer accepts the conditions of the manufacturer's "end-customer contract". Disway Tunisie may request the payment of a deposit for the processing of a special order. This deposit is acquired by Disway Tunisie and cannot be reimbursed in the event of cancellation of the order.
Article 6. DeliveriesThe delivery times possibly given or accepted by Disway Tunisie are always indicative times based on a provisional average time. Under no circumstances can a delay in delivery lead to penalties to the benefit of the Client. Upon delivery, the products are placed under the responsibility of the Customer who then bears all risks, losses or damages and takes the necessary cover. An order may be delivered in several instalments. In any case, Disway Tunisia's obligations in terms of delivery time will be suspended in full right, and its responsibility cannot be engaged in case of occurrence of events such as, in particular, the following
- Events qualified as cases of "Force majeure" as referred to in the article entitled "Force majeure" of these general terms and conditions of sale
- Delay in manufacture or delivery by the manufacturer to Disway Tunisia
- Communication by the customer of incomplete, incorrect or late data
- Non-compliance by the customer with its commitments, in particular its payment commitments.
Article 7. ReturnsAny dispute that may arise regarding the conformity of the delivery with the order must be notified to Disway Tunisia within a maximum period of five (5) days from the delivery date. Any return of merchandise must be subject to the prior agreement of Disway Tunisia, and the products must be returned in their original packaging and in new condition, accompanied by their return authorization number, within a maximum period of five (5) days from the original delivery date, in the case of a delivery error, or ten (10) days from the date of attribution of the number, in the case of defective merchandise. Disway Tunisia refuses to process any request for agreement to return goods for a reason other than non-conformity of delivery or defective goods.
Article 8. Cancellation of orderThe Client is obliged to honour any order placed for goods that are expressly intended for him (special order at the supplier of Disway Tunisia for the client). In the event that Disway Tunisie accepts, for well-founded reasons, a cancellation of the order, the Client undertakes to pay an indemnity of 20% of the amount of the cancelled order. Any order can only be cancelled (a) by express agreement of both parties, (b) by court decision, (c) by Disway Tunisie alone in the case of an invoice that remains unpaid despite a formal notice to pay, or in the case of taking back equipment under the reservation of ownership.
Article 9. Prices and payment
- Price: The price of the products is that of the tariff in force appearing in the catalogue of Disway Tunisie at the time of the reception of the order to which VAT is added. In the event of exemption or exemption from VAT, the Customer must provide Disway Tunisie with a certificate of exemption issued by the tax authorities when placing the order in order to be invoiced at a price excluding VAT. Prices are subject to change without notice and/or may be subject to discount. The price to be paid is that which is specified on the invoice and/or the acknowledgement of receipt of the order issued by Disway Tunisie. A possible discount granted to the Customer can always be modified or cancelled for any new order. Invoices are issued on the day the products are made available at the Disway Tunisie shop.
- Payment : Invoices are payable at the head office of Disway Tunisia or at any agency or logistics platform of Disway Tunisia. Unless special conditions are expressly written, payments must be made in cash. Invoices are payable at the latest upon delivery or collection of the order. Customers benefiting from a credit line with Disway Tunisie will be entitled to the payment period granted by the latter. Disway Tunisie reserves the right to
modify or cancel the credit line and/or the payment terms and conditions granted to the Customer at any time without prior notice in the event of failure to respect the payment deadlines. Payment is only considered to have been made when the total amount of the price is actually collected by Disway Tunisie. Therefore, the handing over of drafts, cheques or any other instrument creating an obligation to pay does not constitute a payment, and the Client may not unilaterally proceed to a reduction and/or compensation not specifically authorised by Disway Tunisie. It is understood that the non- payment of the entire invoice due to this deduction and/or compensation made unilaterally is a default of payment generating the consequences set out in paragraph c. of this article, and in particular the possible application of late payment penalties. These conditions may be revised with each order according to the solvency guarantees presented. These conditions may be reviewed at each order according to the guarantees of solvency presented. No complaint regarding the quality of the deliveries is suspensive of the latter, if proof of the defectiveness of the goods has not been provided and duly noted and recognised by Disway Tunisia before the due date. In the event of a dispute over an invoice, the complaint must be made in writing by registered letter with acknowledgement of receipt, addressed to Customer Service, within 5 days of receipt of the products.
- Late payment: Any default or late payment will result in :
- Immediate payment of all sums due, including invoices not yet due, whatever the method of payment provided for.
- The payment of penalties for late payment at the legal interest rate of the amount of unpaid invoices due. This rate is equal to the maximum rate for bank overdrafts, set by the Central Bank, increased by half a point, in accordance with article 1100 of the Code of Obligations and Contracts. This late payment interest will be collected without prior formal notice, from the 1st day following the payment date appearing on the invoice, without however this amount being less than 100 dinars excluding tax, notwithstanding any damages that Disway Tunisia may claim due to the non-payment in question.
- The payment of collection management fees amounting to a lump sum of 50 dinars HT.
- Suspension of all current deliveries. In this case, the Client undertakes to bear all the consequences, in particular delays in delivery times.
- Cancellation of any credit line and payment terms previously granted.
- Disway Tunisia may also exercise, by simple request addressed to the Customer, the claim of elements delivered and invoiced but not paid on the due date, without prior formal notice. Disway Tunisie may also take back the unpaid goods from the sub-purchasers or demand direct payment from them. Any bill of exchange and cheque made out to Disway Tunisie, in payment of invoices, unpaid income, after presentation to Disway Tunisie's bank, will lead to a fixed compensation of 50 dinars HT as a penalty for file management.
- In the event of collection by legal means, the Client shall pay all costs and fees relating to such collection in addition to the principal amount.
- The immediate termination of the business relationship with the customer.
- Extension of the due date: In purely exceptional cases where the Client would be forced to extend the due date of his payment independently of his will, he must make the request in writing with acknowledgement of receipt sent to the Credit Department within ten (10) days before the due date. In order to be applied, this extension of the due date must be accepted and will then lead to the invoicing of late payment penalties at the legal interest rate for the amount of the invoices in question. This rate is equal to the maximum rate for bank overdrafts, set by the Central Bank, increased by half a point, in accordance with Article 1100 of the Code of Obligations and Contracts. In the event of acceptance of an extension of the due date, the initial conditions granted to the customer will be purely and simply cancelled and replaced by new conditions specific to this extension.
Article 10. Use of the online ordering systemPurpose and scope of application
The present article of the general conditions of sale sets out the conditions of use of Disway Tunisie's e-commerce online ordering system www.Disway Tunisie.com. It applies to any customer to whom Disway Tunisie has granted the right to access the System. The conditions come into force on the date on which the customer requests access to the System and remain in force for an indefinite period starting on this date and extending automatically in the absence of termination.
In addition to these conditions, in order to be able to place official orders via the System, the customer must comply with :
- The sales contract, in its entirety, signed with Disway Tunisia ;
- Any directives, descriptions or technical procedures and safety rules governing the use of the System, including the User Guide.
- The System is accessible to the customer according to a set schedule. Disway Tunisia has the right to suspend access to the System for maintenance, updating and other operations.
- All set-up costs for access to the system will be borne by the client.
- Disway Tunisia will provide technical support for the system.
- The customer undertakes to implement and maintain the procedures and security measures necessary to protect the System against the risks of unauthorised access, alteration, delay, destruction and loss. The above procedures and security measures will be designed to allow the identification of any System message, and the completeness and unaltered nature of any incoming System message. These procedures and measures are mandatory for all System messages. Where necessary, additional procedures and security measures may be specifically required.
- If the security procedures and measures result in the rejection of a System Message or the detection of an error in a System Message, the recipient will notify the sender within the specified time.
- The recipient of a rejected or erroneous System Message will not act on it until the sender's instructions are received. When a rejected or erroneous System Message is retransmitted by the sender, the System Message must be clearly identified as a corrected System Message.
- The customer will only access the System after having identified himself. To identify himself, the Customer will enter his Customer ID and his secret password (the 'means of identification'). The customer will memorise his secret password and will refrain from disclosing it to anyone.
- The use of the means of identification constitutes complete and irrefutable proof of the customer's identity and will serve as confirmation of all orders placed using the means of identification. Any order placed via the System remains firm and irrevocable and will be invoiced and delivered to the customer in accordance with these general terms and conditions of sale.
- The customer must ensure that all information and data provided to Disway Tunisie via the online ordering system is true, complete and correct in all material respects and is not misleading. The customer must regularly update the relevant data and/or information in case of changes.
- The present general terms and conditions of sale apply to any order placed by the customer via the System. The customer expressly waives any right to contest the validity of a contract concluded with the help of the System in accordance with these conditions for the sole reason of its conclusion via the System. Disway Tunisie reserves the right to refuse any order placed through the System.
- The customer is fully and unconditionally responsible for any illegitimate access or use of the System and its means of identification, as well as for any direct or indirect consequence of such illegitimate access or use. The customer, whether an individual or a legal entity, is entirely responsible for the access and use of the means of identification by any agent, representative, former, current or future employee, or any other person, having access to the System. The customer is responsible for all changes to the persons representing the customer to whom the customer has given access to the System.
- The customer will warn Disway Tunisia, in writing and without any delay, of any risk of illegitimate use of the System and/or means of identification. Upon receipt of this notification, Disway Tunisie will refuse any subsequent access to the System with these means of identification. Disway Tunisie shall not be liable for interruptions, access suspensions or delays due to technical failure, force majeure, acts of a third party or any event beyond its control. If Disway Tunisie is declared responsible, Disway Tunisie will not pay any compensation and will not reimburse any intangible or indirect damage such as loss of profit, etc.
- The customer shall assume full responsibility for the acts of its personnel in the exercise of the services and shall be solely responsible for its supervision and control of compliance with the legislation in force on the Tunisian territory where the customer has its place of business.
- Disway Tunisia shall not be held responsible for any special, indirect or incidental damages caused by the non-performance of its obligations within the framework of the present conditions. Disway Tunisie shall not be liable for any damage or loss caused to the customer by the non-execution or late execution of the provisions of the present conditions if this non-execution or late execution results from an
impediment beyond the control of Disway Tunisie and which cannot reasonably be taken into account at the time of the conclusion of the contract via the System, or whose consequences cannot be avoided or overcome. To the extent permitted by applicable national legislation, the archives of the System kept in accordance with these conditions will be admissible by the courts and will constitute proof of the facts they reflect, unless proven otherwise.
- The customer acknowledges and shall bear the risks that the use of the ordering system may be affected by the intrusion of various security problems, including, but not limited to, computer viruses, hacker attacks, system instability, communication line failure, technical problems, computer failure, which may result in an interruption of service.
- Confidential information
- Amendments and termination
- Disway Tunisia may modify the present conditions at any time. Upon notice of such modifications, the customer may terminate his access to the System with two
- Both Disway Tunisia and the Customer may terminate the use of the System at any time, with or without cause, upon 30 days prior written notice. In this case, each party will pay the other for the services duly provided on the expiry date of the contract, at the rate specified in the System and as described in the present conditions, as well as for any product ordered and not yet paid for.
- Disway Tunisia has the right to terminate the sales contract and to refuse any access with immediate effect if the customer does not or is unable to execute these conditions. Disway Tunisie may at any time suspend the customer's access and use of the System in the event of non-execution of the present terms and conditions, unless this is remedied within three (3) days following notification.
- Disclaimer of Warranty
Article 11. Special conditions of Cloud services offered by Disway Tunisia
- Purpose and description of services
- Fields of application
- Billing of services
The customer expressly acknowledges that for certain Services (in particular, those invoiced according to use), the rates indicated remain estimated and under no circumstances present a price offer constituting a definitive basis for invoicing.
The invoicing of the Services ordered will be done according to a periodicity (monthly, quarterly, half-yearly or annual) agreed between the Parties. The Client acknowledges that it may receive several invoices for the Services ordered. Invoices will be sent to him/her in accordance with the standard invoicing conditions agreed with Disway Tunisia.
Disway Tunisie reserves the right to temporarily or definitively suspend the Services ordered in the event of a delay or refusal to pay invoices that have fallen due. Disway Tunisie may terminate the Services under the Order if the situation is not regularised within 30 days of the initial notification. Any suspension or termination by Disway Tunisie shall not relieve the customer of its obligation to pay the sums due under the General Terms and Conditions of Sale.
- Period of service, end of service
At the end of the agreed period of use of the Services, the customer will no longer have the right to access or use the Services, however, and for a period of up to 90 days after the end of the period of the Services concerned, Disway Tunisie will make its content and applications available to the customer for recovery by the customer. At the end of the said 90-day period, and unless legally required, such content and applications will be deleted and inaccessible.
Disway Tunisie may deactivate the Customer's Subscription for legal or regulatory reasons or as otherwise permitted by these terms and conditions and Disway Tunisie will inform the Customer of such deactivation as soon as possible.
- New versions of Cloud Services
Article 12. Professional Civil Liability
The client certifies that he is the holder of an insurance policy with a notoriously solvent insurance company, covering his Professional Civil Liability and Operating Civil Liability, covering bodily injury (injury, death...), material and immaterial damage. And undertakes to remain so for the entire duration of the sales contract, without this insurance policy being interpreted as limiting the customer's liability, either in scope or amount.
The client undertakes to provide, upon request by Disway Tunisia, a copy of the certificate from the client's insurer indicating in particular the maximum amount guaranteed and any exclusions.
The customer undertakes to notify Disway Tunisie in the event of modification or cancellation of the said insurance policy.
It is expressly understood that Disway Tunisie does not assume and will not incur any professional and operating civil liability for any bodily injury (injuries, death...), material or immaterial damage, or compensation in the event of prejudice resulting from hidden defects in the products sold and defective products.
Article 13. Exemption from liability - InsuranceBy express agreement between the parties, Disway Tunisie is subject to an obligation of means under the present general conditions of sale. Under no circumstances can Disway Tunisie be held responsible (A) for direct and indirect and/or material and immaterial damages, (B) for damages related to a delay in delivery, a shortage or damage, (C) for damages related to non-compliance with the Client's needs, (D) or for damages due to a cause beyond the control of Disway Tunisie. The Customer undertakes to take out all necessary insurance for all the damaging consequences of the acts for which he could be held responsible under the present general terms and conditions of sale, as well as to pay any premiums relating thereto.
Article 14. ConfidentialityThe Parties undertake to treat as strictly confidential any information already received and any information communicated to them during the performance of the sales contract.
Each of the Parties shall refrain from disclosing such information to third parties without the prior and express authorisation of the other Party.
Each of the Parties shall ensure the protection of the information contained in the documents entrusted by its co-contracting party, by all appropriate measures, in particular with regard to its employees.
This obligation of confidentiality is binding on each of the Parties for the entire duration of these general terms and conditions of sale and for 24 (twenty-four) months following its expiry, whatever the cause.
However, the obligation of confidentiality does not apply to technical information that the Parties could establish, whether they mastered it or it was in the public domain at the date of the sales contract.
Article 15. Effect of void or unenforceable clausesIf any article of these general terms and conditions of sale is declared null or inapplicable, in whole or in part, by a court or other competent authority, these general terms and conditions of sale will retain their validity for its other stipulations and for the partially invalidated article.
The Parties will make all reasonable efforts to replace all stipulations deemed null
and void by stipulations that respect the applicable law and that come close to the original will of the Parties.
Article 16. Retention of titleDisway Tunisie reserves ownership of the goods sold and delivered to the customer until full payment is received. The transfer of ownership of the goods sold will only take place, to the benefit of the customer, after the customer has fulfilled his obligation to pay the full price of the goods.
In the event of non-payment on the due date, Disway Tunisie will resume possession of the goods of which it has remained the owner. Cheques and bills of exchange are only considered as payments from the date of their effective collection by Disway Tunisie. Until then, the reservation of ownership clause remains in full effect.
Any extension of the due date will automatically be accompanied by the same reservation of ownership to which the customer submits in advance.
The customer will be able to sell to his customers the goods purchased under reservation of title, within the framework of the normal exploitation of his company. However, Disway Tunisie may ask the customer to interrupt this marketing in order to take back the goods subject to retention of title following a payment incident.
Notwithstanding the reservation of ownership, the risks are borne by the client, as soon as the goods are handed over by the carrier to the client or collected by the client or his representative. The customer must insure the goods against all risks that they may run or cause. The customer shall be responsible for the proper maintenance of the goods sold under reservation of ownership and shall bear the costs of repair. The obligation to return unpaid goods will be due by the client, at his own expense and risk, upon notification of a formal notice from Disway Tunisia by means of a registered letter validly notified to the client. The formal notice will take effect from the first presentation of the registered letter.
In the event that the goods taken back are not in perfect condition and in their original packaging, or are outdated (obsolete) in the sense that they no longer appear in Disway Tunisie's range on the day they are taken back, Disway Tunisie is entitled to apply a discount on the value of the products taken back. The customer will therefore remain liable for the difference between the amount of the invoice and all costs including interest due to Disway Tunisie and the trade-in value of the products after the discount.
Article 17. GuaranteeDue to Disway Tunisie's quality as a wholesaler, the latter does not provide any contractual guarantee regarding the products. Any contractual guarantees that may be granted by the manufacturer are only binding on the latter. These are available on request from Disway Tunisie's customer service department. They can also be consulted on Disway Tunisie's website.
Disway Tunisie is not obliged to pay any compensation to the user or to third parties for the consequences of the use of the goods, whether direct or indirect damage, accidents to persons, damage to property distinct from equipment, loss of profit or loss of profit, damage resulting or to result from deterioration or loss of data recorded by the user.
Disway Tunisie is not responsible for the quality of the service provided by the equipment or its adequacy with the objectives or the use assigned to it by the Customer or the end customer. The Customer, having taken cognizance of the technical characteristics of the products, has under his own responsibility, and
according to his needs as he has determined them, made his choice on the products that are the subject of his order. The Client determines, under his sole responsibility, the references of the products ordered from Disway Tunisie according to his client's needs. Thus, Disway Tunisie does not guarantee the suitability or aptitude of the products to serve or respond to the particular needs or problems of the Customer or its client and/or to a specific or particular use for which the latter intends them. Also, Disway Tunisie does not guarantee the quality or content of the services resold. Any dispute relating to the purchase of a service must be resolved between the manufacturer and the customer.
In his capacity as a professional salesman and computer reseller, the Customer is debtor of the obligations of advice and information intended to completely enlighten his customer on the adequacy of the proposed and sold equipment to the specificity of the latter's needs. The implementation of these obligations includes, but is not limited to, appropriate use of the documentation provided with the equipment.
It is expressly understood that Disway Tunisie will not incur any liability for any damage, loss or direct or indirect costs resulting from the lack of conformity or quality of the products.
Article 18. Intellectual PropertyThe products sold frequently contain software. It is agreed that the terms of sale set out in these general terms and conditions of sale, as well as any terms relating directly or indirectly to them, do not concern software which is and remains the exclusive property of the manufacturer or its licensor. No transfer of ownership can therefore be made on the software. Only a user licence is granted.
The user may not, in any form whatsoever, transfer, concede, pledge, communicate or lend them for a consideration or free of charge, nor reproduce them except for backup purposes. It will maintain in good condition, the property mentions on the programs and the user manual and will ensure that the confidentiality of the software is respected. The Customer shall refrain from modifying our goods in any way whatsoever. The Customer shall refrain from counterfeiting our goods, allowing counterfeiting or encouraging counterfeiting in any way whatsoever. The Customer shall refrain from infringing any patent, trademark or other intellectual property right relating to the products sold.
The Customer is obliged to include in its conditions of sale the above paragraph or a text having the same scope.
Article 19. Force MajeureThe Parties may not be held liable for a breach of one of the obligations imposed on them by these general terms and conditions of sale, and which would result from the occurrence of a case of force majeure, such as those usually retained by Tunisian jurisprudence, provided however that the party invoking such a case notifies its existence to the other Party as soon as possible, that it does its best to limit the consequences and finally that it resumes the execution of these general terms and conditions of sale immediately after this case of force majeure has disappeared.
Insofar as such a case would continue for a period of more than fifteen (15) days, the Parties agree to enter into discussions with a view to examining the impact of the proven case of force majeure on the conditions for the continued execution of the sales contract.
Article 20 - Termination of Relationships and Termination of the Agreement
The present general conditions of sale are intended to govern the commercial relations between Disway Tunisia and the client. It does not in any case constitute a commitment to process or an acceptance of an order on the part of Disway Tunisia. Nevertheless, each party will have the option not to continue the commercial relationship and must inform the other party of its decision by registered letter with acknowledgement of receipt 3 (three) months before the decided termination.
In the event of a breach noted by one of the Parties of any of its obligations under the general terms and conditions of sale, the injured party shall notify the other Party of this breach by registered letter with acknowledgement of receipt. In the event that this breach is not rectified within one month of its notification, Disway Tunisia or the Client may terminate the sales contract by operation of law and without delay, without the need for any other formality or the intervention of a judge. This delay would not apply in the case where the interruption of relations would be motivated by an event of force majeure.
In all cases of termination of relations, the party who will be notified of the termination, following a breach, will not be able to claim any claim for damages and/or penalties.
Termination of the sales contract, for whatever reason, shall not affect :
- a. the acquired rights, remedies or obligations of the Parties, including payments due at the effective date of termination ;
- The entry into force or continuation in force of any clause of these general terms and conditions of sale which is expressly or implicitly intended to enter into or remain in force at the time of or after termination.
Article 21. Control of exportsThe client must comply and ensure that its affiliates comply with all applicable national laws and regulations regarding export control as well as United Nations Security Council resolutions and international treaties (for the purposes of this article collectively "Export Control Laws") to which all products and/or services provided by Disway Tunisia under these general terms and conditions of sale are subject.
The customer must take all necessary measures to ensure that the products and/or services provided by Disway Tunisie will not, directly or indirectly, be resold or distributed to resellers and/or end users prohibited or for the end use prohibited by these export control laws, unless authorised by the competent government authorities.
Article 22. Compliance with lawsWithin the framework of the resale of products and/or services, or the execution of its obligations and responsibilities under the general terms and conditions of sale, the customer represents and guarantees the following:
- The customer must comply with all laws, decrees, circulars, codes, regulations, licensing requirements, regulations and procedures, including, without limitation, laws and regulations relating to recycling or take-back programs for packaging, resale of products and/or services, protection of personal data and privacy, guarantee freedom of communication, protection of cybersecurity and all applicable anti-corruption laws (collectively, the "Applicable Laws"), in the performance of its obligations, the receipt, resale, distribution, transfer and/or provision of products and/or services to any reseller or end user under these terms and conditions;
- The Customer must not take any action or allow or authorize any action that could make Disway Tunisia in violation of applicable laws;
- The Customer, (which for the purposes of this section includes all employees, agents, representatives, affiliates and any person providing services on behalf of the Customer) agrees not to pay, under these Terms and Conditions of Sale, (or in respect of any other agreement or understanding between the Customer and Disway Tunisia), any bribe or bribe (which includes, without limitation, any form of payment, gift or other inducement, reward or benefit, charitable donations, facilitation payments and/or political contributions ; whether in money or in kind) Disway Tunisia, agents, representatives, affiliates or persons employed by or acting on behalf of Disway Tunisia, any customer or potential customer of Disway Tunisia, any official or employee of the government, a public international organisation, political parties, individuals or other entities ("Disway Tunisia Relevant Party") ;
- The client has not been listed by any government or public body as being excluded, suspended or otherwise ineligible for public procurement programs;
- Under no circumstances shall Disway Tunisia be obliged under the terms of the present general terms of sale to take or not take measures which, according to Disway Tunisia, would lead to a violation of the laws of the territory identified in the present agreement or the applicable laws;
- The client has not, prior to the date of the sales contract, corrupted or attempted to corrupt a Relevant Party of Disway Tunisia in order to maintain and/or retain the business relationship with Disway Tunisia, whether it be within the framework of these general terms and conditions of sale or otherwise.
- If the client discovers that he/she has or may have violated one of the provisions of the present article "Compliance with laws", the client must immediately inform Disway Tunisie in writing and cooperate in any audit and/or investigation conducted by Disway Tunisie on this subject;
- The customer must indemnify Disway Tunisia and its officers, employees, agents and subsidiaries against all liabilities, losses and expenses, including fines imposed by any government or competent regulatory authority and all legal fees, costs and expenses that Disway Tunisia, officers, employees, agents and subsidiaries may incur as a result of the customer's violation of this article "Compliance with Laws".
Article 23. Miscellaneous
- Solidarity: If the invoice, at the customer's request, is drawn up in the name of a third party, the customer and the third party are jointly and severally liable for the payment of the invoice and the fulfilment of the other commitments resulting from these general terms and conditions of sale.
- Restrictions issued by the manufacturer : If a resale authorisation is required by the manufacturer or publisher of a product, Disway Tunisie will not be obliged to sell such a product, unless expressly authorised by the manufacturer or publisher. All products delivered to the Customer may benefit from additional restrictions in their use, required by the manufacturer or publisher. The Client is solely responsible for failure to comply with these restrictions and requirements. In his capacity as a professional seller, the Client must inform and enlighten his client of these restrictions.
- Use in a high-risk environment: It is expressly brought to the Customer's attention that certain products are not intended for use in a nuclear environment or any high- risk environment. The Customer undertakes to respect these restrictions issued by the manufacturers. The Customer undertakes to indemnify Disway Tunisia for any damage, cost or liability that it may suffer in the event of such use in violation of this article and the reservations issued by the manufacturers in this respect.
- Relationship between the Parties : The rights of each party under these terms and conditions of sale are not intended to be exclusive in any respect whatsoever, except as specifically stated in these terms and conditions of sale. The parties will perform the activities below only as independent contractors and neither party will be or represent itself as a joint venture, agent, broker, employee, agent or legal representative of the other party for any purpose. Furthermore, nothing in these terms and conditions of sale shall be construed as granting either party the right to make any commitments of any kind on behalf of the other party, implied or otherwise, without prior review and written consent of the other party.
- Security: Each Party agrees that, when employees or agents of the Visiting Party are on the premises of the Host Party, the Visiting Party will comply at all times with all applicable security regulations. The visiting party further undertakes to respect the confidentiality clause when the visiting party has confidential information of the host party under its control. Each party specifically undertakes not to disclose to any third party any information, systems, products, ideas, processes or operating methods observed in the facilities and premises of the other party, all of which will be considered confidential information as defined in the "Confidentiality" section of these general terms and conditions of sale.
- Notification: Unless expressly provided otherwise in the general terms and conditions of sale, all notifications and other communications to be given under or in connection with these general terms and conditions of sale shall be made either :
- In writing and delivered by hand or prepaid registered mail against an acknowledgement of receipt, addressed to the other party at the address communicated in the sales contract or as subsequently modified by a notice duly received by the other party ;
- By electronic means provided that the sender has obtained confirmation, electronic or otherwise, of an accurate and complete shipment.
- Publication: Neither party shall, without the prior written consent of the other party, issue a press release or make a public announcement regarding these Terms and Conditions and the transactions contemplated by these Terms and Conditions except as may be required by governmental rule (including applicable stock exchange rules and regulations) and, if necessary, that party will provide the other party with an opportunity to comment.
- Good faith: Each of the parties declare their intention to negotiate, finalise, cooperate and execute in good faith these general terms and conditions of sale.
- Assignment of rights: Neither Party may assign or transfer all or part of its rights and obligations under these terms and conditions to a third party without the prior written consent of the other Party.
Article 24. Litigation & Applicable LawThe present general conditions of sale are governed by Tunisian law.
In the event of a dispute on the validity, interpretation and/or execution of these general conditions of sale that the Parties could not have resolved amicably within 3 (three) months after its occurrence, the resolution of the dispute shall fall within the jurisdiction of the Court of First Instance of Tunis 1, notwithstanding any claim, incidental or in warranty or in case of multiple defendants. This clause of attribution of jurisdiction will apply even in the case of summary proceedings.
Disway Tunisia nevertheless has the right to bring an action before any competent
court, in particular that of the customer's registered office or that of the location of the delivered products.