Standard Terms and Conditions of Sales and Services


These terms and conditions of sale and services apply to the sale of Materials, which are marketed by Exaprobe, and to the Services provided by Exaprobe. These Terms and Conditions are given to the Customer so that he can place an Order. Placing an Order implies acceptance by the Customer of these Terms and Conditions. Any derogation or contradiction with these Terms and Conditions, whether stated on the Customer’s Order or communicated to Exaprobe by any other means, is unenforceable against Exaprobe unless formally accepted in writing by Exaprobe.


“Customer” means the purchaser of the Materials and/or Services.
“Order” means the order issued by the Customer for the purchase of Materials or the provision of Services and accepted by Exaprobe in accordance with these Terms and Conditions.
“Contract” means any contract for the supply of Materials and/or Services agreed between Exaprobe and the Customer.
“Terms and Conditions” means these terms and conditions of sale and services.
“Materials” means the goods, materials or equipment provided by Exaprobe.
“Party(ies)” refers to Exaprobe and/or the Customer.
“Services” means the services provided by Exaprobe to the Customer as described in the service proposal established by Exaprobe.


The Equipment will be delivered by Exaprobe to the address and on the date stipulated in the special conditions of sale appearing in particular on the order form.

  • At the Customer’s request, the installation can be carried out by Exaprobe. Installation costs are not included in the sale price and shall lead to a specific payment. In case the address and date of installation would differ from the address and the date of delivery,
  • the address and the date of installation will be specified in the special conditions.
  • The Customer will ensure that, at the latest two (2) days before the date of installation or on such date as may be mentioned in the special conditions, the premises and the infrastructure are in proper condition for the installation of the Equipment and comply with the standards for its proper functioning, that the energy supply, and the external telecommunications links, if need be, if they are his responsibility, are fully tested and drawn to the physical place of installation. All directives on this subject will be sent to the Customer on simple request.
  • Installation work will be carried out during Exaprobe’s normal working hours unless specifically agreed. The Customer will appoint a contact person who will provide all the information necessary for the successful completion of the installation.
  • The delivery and/or installation times are provided for information only and delays in delivery cannot under any circumstances give rise to the payment of any compensation.

In the case of delivery outside French territory, deliveries are made “Delivered at Place” (DAP), in accordance with Incoterms, latest edition


Except for specific conditions expressly defined, the transfer of risks relating to the Materials takes place upon receipt by the Customer. The Materials travel at the risk and peril of Exaprobe. It is up to the Customer, in the event of damage or missing items, to make all necessary observations and to confirm their reservations on the delivery note and by registered letter with acknowledgment of receipt to Exaprobe within three (3) days following the receipt of the Materials. The Customer shall immediately send Exaprobe a copy of any complaint made by him to the transporter.


5.1. Material reception

  • Receipt of the Equipment manifested by the signature of the delivery note constitutes declaration of receipt.
  • This declaration of receipt is final, unless the Customer, within ten (10) days following the signature of said delivery note, informs Exaprobe in writing that the Material does not conform to what he ordered, said non-conformity not being visible upon signature of the delivery slip. In the case of the latter, the Equipment will be repaired and/or replaced in accordance with the conditions stipulated in article 6 relating to the execution of the contractual guarantee.

5.2. Reception of services

Receipt of a Service performed by Exaprobe results from the express or tacit recognition by the Customer of the conformity of the Service with the contractual specifications validated by the Parties. The completion of the Service gives rise to the establishment of a report and/or an intervention order. The Customer may mention any reservations on said report and/or said work order, within a maximum period of five (5) days following its delivery by Exaprobe. Failing this, acceptance is deemed to have been pronounced as of right. Furthermore, the production or use of a Service entails the receipt of the Service as of right.


  • The warranty for the Materials is granted for a period stipulated in the specific conditions of the proposal or the sales contract sent to the Customer by Exaprobe.
  • In the absence of explicit special conditions, the duration of the warranty granted corresponds to the standard warranty of the manufacturer or the publisher of the Equipment. The warranty period begins on the date of delivery or installation of the Equipment by Exaprobe, except in the case of signing a storage mandate providing for special provisions. The warranty does not apply to Materials considered as consumables, and does not cover any intervention costs, handling costs, or technical assistance. The handling costs are not invoiced if the Equipment concerned is covered by a valid repair or exchange contract. Warranty repairs or exchanges require a Return Prior Authorization (RMA) from the Exaprobe Hotline.

– In the case of non-payment by the Customer of any amount due.
– In case of misuse, negligence, accident, fire, flood, physical, electrical, chemical or nuclear damage.
– For any cause, action, defect that is not directly the responsibility of Exaprobe or the manufacturer (installation or use not in accordance with the specifications of Exaprobe or the manufacturer, incorrect wiring, attempted repair, or hardware and/or software modification, lack of maintenance).

  • During and after the warranty period, the Customer may use the services of Exaprobe to ensure the maintenance of the Equipment, subject to the conclusion of a maintenance or assistance contract.


  • Ownership of the Materials will only be transferred to the Customer once full payment of the invoiced price has been made. However, the burden of transport and shipping risks as well as any risk of deterioration, loss or theft will be transferred to the Customer upon receipt of the Materials ordered and it will be the responsibility of the latter to take out all the necessary insurance to cover these risks.
  • In the event of garnishment or any other intervention by a third party on the Materials, the Customer must imperatively notify this third party of the existence of the retention of title clause and inform Exaprobe thereof without delay in order to allow it to reserve his rights.


  • Terms and conditions obligations of Exaprobe

Exaprobe undertakes to provide all the care necessary for the performance of the Services in accordance with the description made in the proposal drawn up by Exaprobe.
Exaprobe undertakes to assign qualified and competent personnel to the performance of the Services.
These are exclusive of any provision of personnel within the framework of temporary work.

  • General obligations of the Customer

The Customer agrees to actively collaborate and cooperate in good faith hereunder. Throughout the duration of the Services, the Customer is required to examine very carefully and validate within the time limits the documents and deliverables given to him. He is also required to ensure, prior to each intervention of Exaprobe, that it has carried out all the operations necessary to protect and safeguard its data, programs and computer files, and that it has taken all the necessary measures to ensure their confidentiality and security
The Customer must make available to Exaprobe all documentation and information as well as all the elements that Exaprobe deems necessary for a good knowledge of the problem and all means facilitating the progress and success of the Services.
The Customer is solely responsible for the nature, quality and completeness of the information provided to Exaprobe: data, documents, files and processing rules and the consequences of a breach of its obligation to inform. He is also solely responsible for the use he makes of the results given to him by Exaprobe.


It is up to the Customer to determine the frequency and nature of the backups of his data according to his operational and regulatory needs. Exaprobe’s only obligation in the event of loss or damage to the Customer’s recordings or data due to Exaprobe’s breach is to restore or reinstall the data from the latest available backups and copies made by the Customer, it being understood that if this reconstitution is technically impossible, the value of the lost data and the associated damage will not be compensated.
It is recalled that proper use of computer equipment involves regular backup of information and data by the Customer, allowing rapid restart of the application in the event of a serious incident occurring to the equipment and rendering their unusable logical content. Exaprobe cannot be held responsible in the event of loss of information or data or the need to restore files.
It is the Customer’s responsibility to carry out all the updates of its operating systems required for the provision of the Services.


Each of the Parties shall designate one or several interlocutors, who are in charge of the relations with the other Party.


Exaprobe chooses the staff who is assigned to the Services according to the skills required for their execution. In the event of necessity or unavailability, the persons chosen by Exaprobe may be replaced by Exaprobe staff of at least an equivalent level of skills without this entailing a revision of the financial conditions. The Exaprobe staff assigned to the performance of the Services will remain throughout the duration of the Services under the hierarchical and disciplinary authority of Exaprobe, which will ensure the technical authority, administrative, accounting, and social management of this staff. Exaprobe alone is authorized to send it directives and instructions.
The Exaprobe staff called upon to work on the Customer’s premises in the context of these conditions complies with the hygiene rules and the safety procedures contained in the internal regulations in force at the Customer, which the latter undertakes to communicate to it. prior to the start of the performance of the Services.

Exaprobe, for its staff, undertakes to comply with tax and social legislation, to be up to date with the payment of social security contributions and to be able to provide, at the Customer’s request, proof of compliance with the various obligations applicable in the matter, and, in application of the legal provisions in force, certifies:

  • that the work will be carried out with regularly employed employees,
  • if he calls for the execution of these presents to employees of foreign nationality, that these employees will be authorized to exercise a professional activity in France.


Orders must reach Exaprobe in written form (mail, email or fax). Orders are firm and final for the Customer from their first issue. Any cancellation or reduction of the order, except with the express agreement of Exaprobe, constitutes a violation by the Customer of its contractual obligations. For any partial or total cancellation of an order, expressly authorized by Exaprobe, the Customer may be liable for a fixed penalty of an amount established at 50% of the total initial price including tax of the Order.


  • The prices of the Materials as defined in the order form and of the Services mentioned in the proposal are expressed excluding taxes and do not include installation costs or any other service, unless these are expressly mentioned.
  • Unless special dispensation is accepted in writing in advance by Exaprobe, invoices are issued on the date of delivery of the Materials or after the Services have been provided..
  • Invoices are payable thirty (30) days from the invoice date, net and without discount.
  • Any tax, duty, duty or other benefit to be paid in application of French legislation or that of an importing country or a transit country are the responsibility of the Customer.
  • Similarly, prices may be modified according to the exchange rate of the foreign currencies concerned, as well as the taxes and customs duties in force on the date of establishment of the prices, if it is import equipment. .
  • The prices of the Services will be revised on January 1 of each year with application of the following revision formula: Pn = Po (Sn/So)

Formula in which:

Pn = Represents the recalculated and applicable prices for the year

Po = Represents initial prices

Sn = The last known Syntec index on the anniversary date hereof

So = The last known Syntec index on the day of signing hereof or on each anniversary date in the event of renewal.

If the above index were to disappear, it would be replaced by a replacement index, in the absence of a replacement index, a new index will be chosen by the President of the Paris Commercial Court, ruling at the request of the Party most diligent.

  • In the event of late payment, Exaprobe may, on the one hand, suspend the delivery of all or part of any current Orders and, on the other hand, refuse any new Order without prejudice to any action for damages.
  • Without prejudice to damages, failure to pay an invoice on its due date automatically entails (i) the termination or resolution of the Contract and/or the Orders if Exaprobe sees fit, upon simple formal notice given by extrajudicial act or registered letter that remained without effect for eight (8) days, and (ii) the return of the Materials without delay at the Customer’s expense. The installments will remain acquired by Exaprobe and will be applied successively to the difference in the market value of the Material taken back, then to the other outstanding receivables. The balance will be attributed to Exaprobe as compensation. Any failure to pay, not repaired under the above conditions, will also result in the forfeiture of the term of the other invoices and will immediately make all amounts due payable.
  • In accordance with the provisions of Article L. 441-10 II of the Commercial Code, any delay in payment of an invoice on its due date will result, without prior notice, in the payment of a late payment penalty, the rate of which will be equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten (10) percentage points, and a lump sum compensation for recovery costs, the amount of which is set at forty (40 ) euros.


  • Exaprobe will carry out the Services with the best possible care. In the event that Exaprobe’s liability is sought under the Contract, it will be limited to the sole repair of direct damages subject to the customer providing proof of fault. Exaprobe cannot be held liable for consequential damages, operating loss, loss of savings, loss of customers, loss of image, loss of profit, loss of opportunity, etc. suffered by the Customer, during the Services. In the event that it is recognized, the liability likely to be incurred by Exaprobe under one or more Orders will be limited, all sums and all claims combined, to the total amount excluding tax invoiced under the Order(s) concerned. The Customer agrees to bear, without being able to exercise recourse against Exaprobe or its insurers, all claims, and responsibilities, costs and charges exceeding the above limit; the Customer also undertakes to have its insurers waive any recourse to Exaprobe and its insurers beyond this amount.
  •  Exaprobe cannot be held responsible for any damage resulting from:
    • fault, negligence, or omission by the Customer and/or a third party (and in particular non-compliance by the Customer with any of its contractual obligations)
    • a case of force majeure as defined in the article “Force majeure” in accordance with article L. 1231-1 of the Civil Code.
    • a breach by the Customer of its obligation to back up and/or update as described in article 8 and more specifically in the event of loss of information or data or the need to restore files.


Exaprobe guarantees that it is insured for its professional civil liability with a notoriously solvent company and undertakes to maintain this guarantee for the duration of these presents.


In the event of a breach by a Party of any of its obligations under the Contract, breach which it would not remedy within thirty (30) days of receipt of a registered letter with acknowledgment of receipt notifying said breach , the other Party may, exclusively either a) request the forced execution of the obligations of the defaulting party, or b) terminate the Contract as of right and without legal formalities, and this, without prejudice to any damages to which the either Party would be entitled to claim.


Except for derogation expressly stipulated in the proposal or, where applicable, in the particular or specific conditions, Exaprobe will remain the holder of the intellectual property rights on the software, studies, reports, documentation and any other element produced specifically by it within the framework of these presents. (” the elements “).

However, the Customer will benefit from a right of use on the Elements produced for him, by Exaprobe. This right of use will be non-exclusive, non-transferable, or not transferable and limited to use, strictly within the present context.

Moreover, the tools, methods, programs owned by Exaprobe and used by it in the context of the present, remain its property.

Exaprobe retains the possibility of using the know-how and experience it has acquired in the performance of the Services and always remains free to provide technical assistance identical to the one given herein, to any other customer.


None of the Parties shall be held responsible for any delay or breach of its obligations if said delay or breach was due to an event of force majeure such as, without this list being exhaustive, the blocking of means of transport or supply for whatever reason, earthquake, fire, storm, flood, total strikes, lack of electrical power supply etc.
The execution of the obligations of the Party prevented by the case of force majeure is then postponed for a period at least equal to that of the duration of the suspension due to this cause.
Subsequently, and in the event that force majeure exceeds three (3) months, each of the Parties may either terminate the order(s) concerned without legal formality, by sending a registered letter with acknowledgment of receipt, or agree with the other party to modify the Contract to adapt it to the new circumstances arising from this fact.


Both during the term of the Contract and for a period of one (1) year after the end of the Contract, for any reason whatsoever, each Party shall consider and treat as confidential all documents, programs and information communicated to it in under the Contract (hereinafter referred to as the “Confidential Information”).
Each party undertakes not to communicate the Confidential Information to third parties other than its employees, its insurance broker, its advisers, its auditors, unless it has obtained the prior written consent of the party issuer, and to take all necessary measures to ensure that its personnel, or any authorized third parties, respect the confidentiality of this Confidential Information.

Just like an exception, the obligations mentioned in the articles above will not apply to Confidential Information:

  • Whose disclosure is made mandatory by a law, regulation, court decision or by reason of an express request from an administrative authority.
  • Already known to the receiving party at the time of their communication by the sending party.
  • Transmitted to the receiving party with an express exemption from the obligation of confidentiality.
  • Provided to the receiving party without obligation of confidentiality by a third party who legitimately holds it;
  • Obtained by the receiving party through internal developments undertaken by members of its personnel who did not have access to the Confidential Information.


The Customer waives, except with the prior written consent of Exaprobe, to make directly, indirectly or through an intermediary, job offers to an employee or agent of Exaprobe or its subcontractors assigned to the performance of the contract or Commands, or to take him into his service, under any status whatsoever, whatever his specialization. This commitment is valid even if the solicitation comes from the said employee or representative. This waiver is valid for the entire duration of the Contract, plus a period of twelve (12) months following its end, whatever its cause.
In the case that the Customer fails to comply with this obligation, it will be required to immediately compensate Exaprobe, by paying it an indemnity equal to twelve (12) months of gross remuneration of the employee(s) or agent(s) concerned. (s), based on his (or their) last month’s gross salary.


Exaprobe may subcontract all or part of the Services without this releasing it, in any way whatsoever, from the responsibilities it assumes in respect of the performance of its contractual obligations.
The Contract and/or any Order may not be transferred in whole or in part by either Party without the prior written authorization of the other Party.
Notwithstanding the above stipulation, Exaprobe may freely transfer totally or partially the benefit of the Contract and/or any Order to any company related to it, by any means whatsoever and, in particular but without limitation, by way of
assignment, merger, de-merger, partial contribution of assets or any other operation carrying universal transmission of its heritage. A company related to Exaprobe is considered to be (i) a company controlling Exaprobe, or (ii) a company under the same control as Exaprobe, or (iii) a company controlled by Exaprobe. By express agreement between the parties, the notion of control is understood within the meaning of Article L. 233-3 of the French Commercial Code.


The purpose of these provisions is to set the conditions under which Exaprobe (hereinafter in this article the “Subcontractor”) undertakes, in the event that the performance of the Services involves, for Exaprobe one or more processing of personal data, to carry out on behalf of the Customer (hereinafter in this article the “Data Controller”) the personal data processing operations defined below.
In the context of their contractual relations, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, applicable from May 25, 2018 (hereinafter, “the European Data Protection Regulation”).

19.1Personal data collection

For Personal Data collected as part of the services performed and provided by Exaprobe, the DPO is

As a Subcontractor for the processing of personal data, Exaprobe undertakes to comply with the framework of the legal provisions in force. It is up to the Data Controller (the Customer) to establish the purposes of its data processing, complete information on the processing of personal data, and to maintain a register of processing operations in accordance with reality. Each time Exaprobe processes Personal Data, Exaprobe takes all appropriate measures to ensure the accuracy, confidentiality, and relevance of the Personal Data with regard to the purposes for which Exaprobe processes them on behalf of the Data Controller.

19.2 Obligations for Exaprobe

Exaprobe commits to:

  • Process the data only for the sole purpose(s) which is/are the subject of the subcontracting and not to use the Customer’s personal information or data, gathered in any form whatsoever. either (computerized file, database, website, etc.), to which he has access or of which he is aware on the occasion of this Contract and/or the Orders, for the sole purpose of carrying out the services entrusted to him
  • Process the data in accordance with the documented instructions of the Data Controller appearing in the appendix hereto. If the processor considers that an instruction constitutes a breach of the European data protection regulation or of any other provision of Union law or the law of the Member States relating to data protection, it shall inform the Controller. treatment. In addition, if the processor is required to transfer data to a third country or to an international organization, under Union law or the law of the Member State to which it is subject, it must inform the Data Controller of this legal obligation before processing, unless the law concerned prohibits such information for important reasons of public interest
  • Guarantee the confidentiality of personal data processed under this contract and is strictly prohibited from disclosing, assigning, transferring, or communicating to third parties all or part of this information or data.
  • Ensure that persons authorized to process personal data under this contract:
  • undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality
  • receive the necessary training in the protection of personal data
  • Take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default

19.3 Subcontracting

Exaprobe may use another processor (hereinafter, “the subsequent processor”) to carry out specific processing activities. In this case, he shall inform the Data Controller in advance and in writing of any change envisaged concerning the addition or replacement of other subcontractors. This information must clearly indicate the outsourced processing, the identity and the details of the subcontractor and the dates of the subcontract. The Data Controller has a minimum period of 5 days from the date of receipt of this information to present his objections.
This outsourcing can only be carried out if the Data Controller has not objected during the agreed period.
The subsequent processor is required to comply with the obligations of this contract on behalf of and according to the instructions of the Data Controller. It is Exaprobe’s responsibility to ensure that the subsequent processor presents the same sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the European data protection regulations. If the sub-processor fails to fulfill its data protection obligations, the initial sub-processor remains fully liable to the Controller for the performance by the sub-processor of its obligations.

19.4 Right of information for the people concerned

It is the responsibility of the Data Controller to provide information to the persons concerned by the processing operations at the time of data collection.

19.5 Exercise of personal rights

As far as possible and with regard to the service concerned, Exaprobe will help the Data Controller to fulfill its obligation to respond to requests to exercise the rights of data subjects: right of access, rectification, erasure and opposition, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).

19.6 Personal right breaches notification

Exaprobe notifies the Data Controller by email of any personal data breach within a maximum period of 72 hours after becoming aware of it. This notification is accompanied by any useful documentation to enable the Data Controller, if necessary, to notify this violation to the competent supervisory authority.

19.7 Non-disclosure of personal data

Exaprobe is prohibited from processing, hosting or transferring the Information collected through its services to a country located outside the European Union or recognized as “unsuitable” by
the European Commission without first informing the Data Controller. However, Exaprobe remains free to choose its technical and commercial subcontractors on the condition that they present sufficient guarantees with regard to the requirements of the General Data Protection Regulations (RGPD: n° 2016-679).
Exaprobe undertakes to take all the necessary precautions to preserve the security of the Information and in particular that it is not communicated to unauthorized persons. However, if an incident affecting the integrity or confidentiality of the Information of the persons concerned is brought to the attention of Exaprobe, the latter will inform the Customer, who must as soon as possible inform the persons concerned and communicate the corrective measures taken. Furthermore, Exaprobe does not collect any “sensitive data”.

19.8 Notifying an incident

The obligation to notify the CNIL of personal data breaches is provided for in Article
33 of the General Data Protection Regulation (GDPR). It concerns all personal data processors. In the event that the breach of personal data is likely to create a high risk for the rights and freedoms of a natural person, Article 34 of the GDPR requires notification of the latter.
In the context of a violation and an attack on the personal data of its customers, Exaprobe undertakes to meet its legal obligations, and to fully inform the Data Controller. This notification will be made by email within a maximum of 72 hours after having read it. This notification is accompanied by any useful documentation to enable the Data Controller to notify this violation to the competent supervisory authority.

19.9 Register for processing activity categories

Exaprobe declares to keep a written record of the processing carried out on behalf of its customers including:

  • The name and contact details of the Data Controller and any subcontractors;
  • The purposes of the processing carried out on behalf of its customers;
  • The categories of personal data collected through its services;
  • A general description of the technical and organizational security measures put in place according to the needs and services subscribed by the Customer.

19.10 Obligations of the Data Controller while carrying out the subcontracting service

The Data controller commits to:

  • Document in writing any instructions regarding the processing of data by the Processor.
  • Ensure, beforehand and throughout the duration of the processing, compliance with the obligations provided for by the European regulation on data protection on the part of the Subcontractor.
  • Supervise the processing, including carrying out audits and inspections with the Processor
  • Fulfill its duty to inform the persons concerned by the processing carried out under subcontracting by the Subcontractor.

19.11 Compliance with security obligations

Exaprobe specifically undertakes to comply with all the security obligations (in particular imposed by Article 32) in the processing of personal data carried out on behalf of the Data Controller. This is further illustrated by:

  • The means to guarantee the confidentiality, integrity, availability and resilience of processing systems and services
  • The means to restore the availability of personal data and access to them within appropriate timeframes in the event of a physical or technical incident
  • A procedure to regularly test, analyze and evaluate the effectiveness of technical and organizational measures to ensure the security of the processing.

19.12 Termination of Services

Depending on the choice defined by the Data Controller, Exaprobe undertakes to delete all personal data or return them to the Data Controller at the end of the service provision, and undertakes to destroy existing copies (outside the scope of ‘legal obligation).


  • Entirety

The Terms and Conditions represent the entirety of the commitments existing between the Parties. It cancels and replaces any prior oral or written commitment relating to the subject of these Terms and Conditions.

  • Tolerances

It is formally agreed that any tolerance or waiver by one of the Parties, within the framework of the application of all or part of the commitments provided for in the Terms and Conditions, whatever their frequency or duration, may not constitute modification of these Terms and Conditions, nor generate any right.

  • Nullity

If any of the provisions of the Terms and Conditions is held to be null or void, it will be deemed unwritten and will not invalidate the other provisions.

  • Modification of the Terms and Conditions

These Terms and Conditions may only be modified by means of an amendment signed by both Parties.

  • Applicable law

The Terms and Conditions are subject to French law.

  • Attribution of jurisdiction