Spot Image - General Supply Conditions

Any supply of satellite imagery product marketed by SPOT Image Corporation shall be governed by these General Supply Conditions, completed by the appropriate End-User License Agreement (“EULA”) referred hereto. No other conditions shall be binding on SPOT Image Corporation unless specifically accepted in advance in writing by SPOT Image Corporation.

1.2 CLIENT: shall mean either the person acting in his own name or the legal entity which orders or intends to order one or more PRODUCTS from SPOT Image Corporation within the context of its professional activity.

When the PRODUCT is supplied to a government entity (civil agency, public department, ministry…), the CLIENT shall be deemed to be only such part of the government entity as located at the address to which the PRODUCT is supplied.

1.4 PRODUCT: shall mean any satellite imagery product marketed by SPOT Image Corporation as defined in SPOT Image Corporation Price List available at the following web address: http://www.spot.com/web/SICORP/425-sicorp-price-list.php.

Except in case of SPOT Image Corporation prior written agreement, all the supplies of any PRODUCT shall be governed by these General Supply Conditions and the appropriate EULA (the present General Supply Conditions and the applicable EULA being jointly referred as the “Conditions”).

The CLIENT accepts and agrees to be bound by the terms of these Conditions by doing any of the following: (a) accepting, in whole or in part, a quotation for the supply of a PRODUCT; (b) breaking the seal on the package containing a PRODUCT; (c) downloading and/or installing and/or manipulating a PRODUCT on any computer; (d) paying in whole or in part a PRODUCT; (e) damaging or destroying a PRODUCT; (f) retaining a PRODUCT for more than 7 days following receipt thereof.

The Conditions are deemed irrevocably accepted by the CLIENT. Any clause or condition stating otherwise which appears in any correspondence or any order form addressed by the CLIENT to SPOT Image Corporation shall be ineffective against SPOT Image Corporation. If a particular agreement concluded with a CLIENT expressly derogates from the Conditions, the other provisions of the Conditions shall remain applicable.

A purchase order can be validly issued by electronic mail or in paper form (model available on: http://www.spot.com) duly filled in. Notwithstanding any clause to the contrary, issuance of an order implies the irrevocable adherence by the CLIENT to these Conditions. SPOT Image Corporation reserves the right to accept or refuse any order, at its sole discretion. In any case, SPOT Image Corporation shall not be bound by any order unless it has been confirmed in writing by SPOT Image Corporation.

Upon receipt of an order for PRODUCTS, SPOT Image Corporation shall send to the CLIENT an acknowledgement of receipt mentioning all the order data as acceptable to SPOT Image Corporation.

Upon receipt of an order for PRODUCTS, SPOT Image Corporation shall send to the CLIENT a proposal describing the appropriate satellite programming conditions. The CLIENT shall confirm in writing his acceptance or refusal of this proposal within the deadlines indicated in the said proposal. The acceptance of SPOT Image Corporation proposal shall imply the express adherence by the CLIENT to these Conditions, and shall irrevocably bind him to purchase all the PRODUCTS obtained in compliance with the accepted proposal.

Upon the CLIENT’s acceptance of SPOT Image Corporation’s proposal, SPOT Image Corporation shall use reasonable efforts to obtain programming of the satellite. Such efforts shall be SPOT Image Corporation sole obligation under the order.

The CLIENT shall not be entitled to claim any indemnity or damage in the event the programming request has not been taken into consideration by the satellite operator, or in the event the programming has not been successful.

4.1 - The terms of delivery proposed by SPOT Image Corporation in its acknowledgement of order receipt are given for information only and do not bind SPOT Image Corporation. Any delay in delivery does not authorize the CLIENT to refuse the total or partial delivery of the PRODUCTS order nor to claim any indemnity, penalty or damages whatsoever.

Should SPOT Image Corporation, for any reason, be unable to deliver any ordered PRODUCT, the CLIENT shall be entitled only to a refund of the price or the undelivered part of the order, without any indemnity, penalty or damages of any nature whatsoever.

4.2 –The PRODUCTS can be delivered on-line. The on-line delivery service is free and can be accompanied, upon written request by the CLIENT, by the physical sending of a CD or DVD medium. The costs involved in that respect shall be borne by the CLIENT.

On-line delivery: after registration at SPOT Image Corporation, an electronic message shall be sent automatically to the CLIENT to inform him about the availability of the ordered PRODUCTS and about the deadline within which he must download his ordered PRODUCTS. Unless otherwise indicated, the CLIENT shall then have a deadline of ten (10) days, starting from the said electronic message, to download the ordered PRODUCT. If the CLIENT should be unable to download the ordered PRODUCT, SPOT Image Corporation shall send him, upon his request, the said PRODUCT on CD or DVD, as the case may be.

5.1 - Prices applicable for any PRODUCT are those defined in SPOT Image Corporation price list available at following web address: http://www.spot.com/web/SICORP/425-sicorp-price-list.php. Such prices "Ex-Works" (I.C.C. Incoterms 2000), are exclusive of taxes, and include standard packing.

6.1 - All SPOT Image Corporation invoices are payable without discounts or reductions. Payment accepted shall be defined in the acknowledgement of receipt of the order. Unless otherwise stated, the payment must be made by transfer at the latest thirty (30) days after the PRODUCTS are made available. All overdue sums, totally or partially, shall carry, after formal notice to pay addressed in writing to the CLIENT, interest at a rate of 1.5%, (one and a half percent) per month, from the due date until the actual date of payment. Without prejudice to any other action, SPOT Image Corporation reserves the right to apply one or more of the following provisions:

6.2 - By express agreement, any payment term not complied with by the CLIENT shall cause ipso facto the cancellation of the payment deadlines which may have been granted upon confirmation of the order. SPOT Image Corporation shall then be able to claim immediate payment of all outstanding invoices. Concerning the non-delivered quantities, SPOT Image Corporation shall be able to either claim payment before collection, or cancel the balance of the order, without prejudice to any other damages.

7.1 - The CLIENT defines the characteristics of his needs and ensures the suitability of the PRODUCTS to their satisfaction. SPOT Image Corporation shall provide no advice or recommendation whatsoever in this respect, and shall under no circumstances be held responsible as regards the suitability of the PRODUCTS concerning any use whatsoever.

7.2 - PRODUCTS are complex. SPOT Image Corporation does not warrant that PRODUCTS are free of bugs, errors, defects or omissions, and that operation of the PRODUCTS will be error free or uninterrupted nor that all non-conformities will or can be corrected.

SPOT Image Corporation's warranty for PRODUCTS shall be limited either to the replacement of the defective PRODUCT if available, or to its refund, with the exclusion of any indemnity or damages. Any claim related to the quality and/or quantity of any PRODUCT delivered must, to be admissible, be well-founded and communicated to SPOT Image Corporation at the latest seven (7) days after the delivery of the PRODUCTS. No return of any PRODUCTS shall be accepted without prior written and definite consent by SPOT Image Corporation and its licensor.

7.3 - The warranty does not cover the apparent defects insufficiently indicated upon receipt of the PRODUCT. Defects or deterioration caused by fair wear and tear or by an external accident (erroneous assembly or loading, faulty maintenance, abnormal use etc) or by a modification of the PRODUCT shall not be covered by the warranty.

7.4 - Under no circumstances can SPOT Image Corporation and/or its licensor be held liable or responsible for the damages caused to the CLIENT, and the CLIENT shall not be able to bring an action against SPOT Image Corporation and/or its licensor on these grounds. Under no circumstances can SPOT Image Corporation and/or its licensor be held liable or responsible for all indirect and/or immaterial damages such as loss of profit, loss of production, loss of operation, loss of dates, loss of data or information, loss of a right, interruption of a service provided by a person or possession, and other such losses caused to the CLIENT or to any third party.

7.5 - The financial cumulative liability of SPOT Image Corporation and/or its licensor is limited, in any case and for whatever reason and/or legal basis, to the price paid by the CLIENT to purchase the concerned PRODUCT.

The CLIENT commits, for a period of five (5) years from the date of issuance of SPOT Image Corporation proposal, to consider confidential all information, of any nature whatsoever, which he may have obtained as a result of or in connection with SPOT Image Corporation technical or commercial proposal or of the supply of any PRODUCT. The CLIENT guarantees SPOT Image Corporation that his personnel and sub-contractor shall comply with and maintain the confidentiality of the said information. The non-respect of the confidentiality clauses linked to this contract shall lead to its immediate ipso jure termination, which the CLIENT shall be exclusively responsible for.

SPOT Image Corporation cannot be considered as failing to meet its contractual obligations if such failure is due to the occurrence of a Force Majeure event. Force Majeure event designates any occurrence beyond the reasonable control of SPOT Image Corporation, of any nature whatsoever, and in particular all breakdowns or failure of a satellite, or the related ground system, natural catastrophes, bad weather, fires, collective work disputes, strikes, sabotage, embargoes, interruptions or delays in the transport or means of communication, war, acts, government agency decision or regulations issued by the French government, by civil or military authorities (including delays in the obtainment of authorizations or licences of any sort), by the U.N., which may occur as from the date of the order and would prevent its total or partial execution.

Should whole or part of the price not be paid on the due date, or should any material conditions not be met, the supply of any ordered PRODUCT shall be cancelled ipso jure. In addition, the immediate termination of all orders can be decided and implemented by SPOT Image Corporation. The advance payments paid on the price of the sales cancelled shall be retained by SPOT Image Corporation without prejudice to any other dues, costs, interests or damages that the CLIENT may be ordered to pay.

Upon full payment of the PRODUCT, the CLIENT is only granted rights to use the PRODUCT. Such rights are defined in the appropriate End-User License Agreement which is delivered with the product . Any order implies the irrevocable acceptance of such applicable End-User License Agreement.

Should SPOT Image Corporation not take advantage, at any moment, of any one of the regulations of the contract, this cannot be interpreted as constituting a renunciation or relinquishment, by SPOT Image Corporation, of any one of its rights, nor shall it affect the validity of all or part of the contract, nor shall it constitute an obstacle to any future action by SPOT Image Corporation.


	About Us Commercial Network News Technical Information Contact US