General Supply Conditions of Pléiades and SPOT 6/7 Satellite Imagery Products

These GENERAL TERMS AND CONDITIONS may be modified at any time; the applicable version is the one available on the WEBSITE at the time the order is placed

1. Definitions

“ACQUISITION”: means “products not referenced in the CATALOGUE and acquired in the frame of ONE TASKING SERVICES by SPOT6/7 or Pléiades satellites over an AOI and during a certain observation period or on a specific date.

“ACKNOWLEDGEMENT OF RECEIPT” or “AoR”: refers to the document sent by AIRBUS DS to the CUSTOMER. The information contained in the AoR prevails over the information contained in the PURCHASE ORDER.
The AoR provides the following information:
- the AOI,
- the appropriate production parameters,
- the prices and payment conditions and
- the delivery terms.
In case of order of ACQUISITION, the AoR will be also completed by:
- the appropriate programing parameters,
- the tasking performance principle associated to the selected ONE TASKING SERVICE, and
-  the conditions of modifications and cancellation of the provisions of the BPO.

“AIRBUS DS”: means Airbus DS Geo SA.

“AREA OF INTEREST” or “AOI”: means the geographical area selected by the CUSTOMER in the PURCHASE ORDER for which AIRBUS DS grants the CUSTOMER the rights defined in the appropriate EULA as defined herebelow.

“BINDING PURCHASE ORDER” or “BPO”: means the PRODUCTS order constituted by the PURCHASE ORDER as well as all the back and forth between AIRBUS DS and the CUSTOMER and validated by the AoR.

“CATALOGUE”: means the catalogue of existing PRODUCTS referenced and available at AIRBUS DS or at its licensors.

“CUSTOMER”: means either the person acting in its own name or the legal entity which orders or intends to order one or more PRODUCTS from AIRBUS DS within the context of its professional activity. When the PRODUCT is supplied to a government entity (civil agency, public department, ministry…), the CUSTOMER shall be deemed to be only such part of the government entity as located at the address to which the PRODUCT is supplied.

“EULA”: refers to the End-User License Agreement applicable to the PRODUCT ordered. Such EULA shall be available at the following web address: http://www.intelligence-airbusds.com/en/886-legal-documents-and-supply-conditions

“ONE TASKING SERVICES”: means services marketed by AIRBUS DS for ACQUISITION and defined in the AIRBUS DS International Price List under the following four services: “OneDay”/“OneNow”/“OnePlan”/“OneSeries” (OneSeries Critical or OneSeries Routine).

“ONLINE ORDERING TOOL”: means the Airbus DS GeoStore ebusiness portal, accessed through the following web address: http://www.intelligence-airbusds.com/en/4937-geostore.

“PRODUCT”: means SPOT 6/7 and Pléiades satellite imagery product supplied by AIRBUS DS. whether in the CATALOGUE or ACQUISITIONS.

“PURCHASE ORDER”: means order of PRODUCT placed by the CUSTOMER to Airbus DS via the ONLINE ORDERING TOOL or the Customer Care. The PURCHASE ORDER is composed by the following information: the AOI and the CUSTOMER production parameters. In case of order of ACQUISITION, the PURCHASE ORDER will be also completed by: the CUSTOMER programing parameters, the ONE TASKING SERVICE selected by the CUSTOMER, the SERVICE LEVEL associated to the selected ONE TASKING SERVICE and the SUBSCRIPTION if it has been selected by the CUSTOMER.

“SERVICE LEVEL”: refers to the two different service levels proposed by Airbus DS for the performance of each ONE TASKING SERVICE:
- Premium Service is included in OneDay, OneNow and OneSeries Critical
- Regular Service is included in OnePlan and OneSeries Routine.

“TASKING PROPOSAL”: refers to a proposal describing the appropriate programing parameters for ACQUISITION and sending by AIRBUS DS to the CUSTOMER.

“VAP”: means any product developed by the CUSTOMER, which contains imagery data from the PRODUCT, and resulting in a significant modification of the PRODUCT, through technical manipulations and/or addition of other data. Notwithstanding the foregoing, by express exception, any Digital Elevation Model or Digital Terrain Model derived from a PRODUCT shall always be considered as a VAP.

2. General Provisions

Except in case of AIRBUS DS’ prior written agreement, all the supplies of PRODUCTS shall be governed by these General Supply Conditions and the appropriate EULA (the present General Supply Conditions and the applicable EULA being jointly referred to as the “Conditions”). In case of conflict between a EULA and the present General Supply Conditions, the provisions of the EULA shall prevail.
The CUSTOMER accepts and agrees to be bound by the terms of the 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) viewing and/or 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 seven (7) days following receipt thereof.
The Conditions are deemed irrevocably accepted by the CUSTOMER. Any clause or condition stating otherwise which appears in any correspondence or any order form addressed by the CUSTOMER to AIRBUS DS shall be ineffective against AIRBUS DS. If a particular agreement concluded with a CUSTOMER expressly derogates from the Conditions, the other provisions of the Conditions shall remain applicable.

3. The Ordering Process

The ordering process shall be performed by the CUSTOMER under two (2) different channels:
-via the ONLINE ORDERING TOOL:
The PURCHASE ORDER can be issued from CUSTOMER’s personal account on the ONLINE ORDERING TOOL by filling up the order form of the ONLINE ORDERING TOOL, and submitting it online by clicking on the “proceed to checkout” button.
    or
- via AIRBUS DS’ Customer Care service:  
The PURCHASE ORDER can be validly issued by electronic mail or in paper form (model available at: http://www.intelligence-airbusds.com/order-form-optical-data/) duly filled in and sent to Customer Care.

Notwithstanding any clause to the contrary, issuance of the PURCHASE ORDER implies the irrevocable acceptance by the CUSTOMER to these Conditions.

AIRBUS DS reserves the right to accept or refuse any PURCHASE ORDER, at its sole discretion. In any case, AIRBUS DS shall not be bound by any PURCHASE ORDER unless it has been confirmed by an ACKNOWLEDGEMENT OF RECEIPT in writing by AIRBUS DS.

3.1. PRODUCTS referenced in a CATALOGUE

Upon receipt of a PURCHASE ORDER, AIRBUS DS shall send to the CUSTOMER an ACKNOWLEDGEMENT OF RECEIPT mentioning all the ordered PRODUCTS and confirming such PURCHASE ORDER as acceptable by AIRBUS DS.
AIRBUS DS reserves the right to refuse any PURCHASE ORDER if the PRODUCT ordered is not available in the CATALOGUE.

The sending of the ACKNOWLEDGEMENT OF RECEIPT shall constitute the final BINDING PURCHASE ORDER and shall irrevocably bind the CUSTOMER to purchase all the PRODUCTS obtained in compliance with the provisions of the AoR.

No modification or cancellation of the PURCHASE ORDER shall be possible after the issuance of the ACKNOWLEDGEMENT OF RECEIPT.

3.2. ACQUISITIONS

Upon receipt of a PURCHASE ORDER, AIRBUS DS shall send to the CUSTOMER an ACKNOWLEDGEMENT OF RECEIPT mentioning all the ACQUISITIONS and confirming such PURCHASE ORDER as acceptable by AIRBUS DS.

AIRBUS DS reserves the right to refuse a PURCHASE ORDER if it considers that the ACQUISITION is not reasonably possible under the acquisition conditions selected by the CUSTOMER. In this case, AIRBUS DS shall submit a TASKING PROPOSAL to the CUSTOMER.
If interacting directly with Customer Care, the CUSTOMER shall confirm in writing its acceptance of this TASKING PROPOSAL.
Alternatively, if the CUSTOMER uses the ONLINE ORDERING TOOL, it shall confirm its acceptance online by clicking on the “Order” button.
In case the CUSTOMER fails to send its acceptance by the deadline specified in the TASKING PROPOSAL, a new TASKING PROPOSAL will be send by AIRBUS DS with new programming parameters.
If the CUSTOMER refuses the provisions of the TASKING PROPOSAL, the PURCHASE ORDER will be maintained under the CUSTOMER acquisition conditions but AIRBUS DS will be not liable for the performance of the BPO.

Upon the CUSTOMER’s acceptance of the TASKING PROPOSAL, AIRBUS DS shall send to the CUSTOMER an ACKNOWLEDGEMENT OF RECEIPT which will constitute the BPO.

AIRBUS DS shall use reasonable efforts to obtain programming of the satellite. Such efforts shall be AIRBUS DS’ sole obligation.
In any case, AIRBUS DS shall be only bound by the provisions of the ACKNOWLEDGEMENT OF RECEIPT.

The CUSTOMER has the possibility to request modification or cancellation of some provisions contained in the BPO.
Conditions for cancellation or modification may vary depending on the SERVICE LEVEL associated to the ONE TASKING SERVICE. Such cancellation or modification shall be requested according to the conditions set out in the ACKNOWLEDGEMENT OF RECEIPT.

4. Delivery

4.1 – PRODUCTS referenced in the CATALOGUE

The delivery conditions proposed by AIRBUS DS in the ACKNOWLEDGEMENT OF RECEIPT are given for information only and do not bind AIRBUS DS.

However, AIRBUS DS shall make its commercially reasonable efforts to deliver the PRODUCT to the CUSTOMER according to the provisions confirmed by AIRBUS DS in the ACKNOWLEDGEMENT OF RECEIPT:
-    “Standard delivery” is twenty four (24) hours from the sending of the AoR by AIRBUS DS to the CUSTOMER
-    “Rush delivery” is twelve (12) hours from the sending of the AoR by AIRBUS DS to the CUSTOMER. Due to the short delivery  times required, no quality control is will be performed and refined attitude data will not be integrated. As a consequence, AIRBUS DS disclaims any liability as regards to the PRODUCT quality

The delivery will be made On-line, through ftp.
 After the sending of the ACKNOWLEDGEMENT OF RECEIPT, an electronic message shall be sent automatically to the CUSTOMER to confirm the availability of the PRODUCTS and indicate the deadline for the download of the ordered PRODUCTS.
Unless otherwise indicated, the CUSTOMER shall then have twenty (20) days after receiving said electronic message to download the PRODUCT. Should the CUSTOMER not download the PRODUCTS within this period of time, AIRBUS DS may, upon CUSTOMER’s request, place the available PRODUCTS back on the delivery server against an additional payment of two hundred (200) Euros for management costs.
Should the CUSTOMER be unable to download the PRODUCT or request so, AIRBUS DS may send him, upon his request and at his own costs, the said PRODUCT on CD or DVD or Hard Drive, as the case may be.

4.2- ACQUISITIONS

  • 4.2.1 Delivery Process

The delivery conditions proposed by AIRBUS DS in its ACKNOWLEDGEMENT OF RECEIPT are given for information only and do not bind AIRBUS DS.

However, AIRBUS DS shall make its commercially reasonable efforts to deliver the ACQUISITION to the CUSTOMER according to the provisions confirmed by AIRBUS DS in the ACKNOWLEDGEMENT OF RECEIPT. Once the acquisition has been performed, the ACQUISITION is added to the CATALOGUE within the following timeframe:
-    “Standard delivery” turnaround is twenty four (24) hours after the ACQUISITION is available in the CATALOGUE during working days and working hours i.e. from Monday to Friday, from 9:00 am to 17:00 pm.

-    “Rush delivery” is twelve (12) hours, 24/7/365 once the ACQUISITION is available in the CATALOGUE. Because of the short delivery times required, no quality control is performed and refined attitude data is not integrated. As a consequence, AIRBUS DS disclaims any liability as regards to the quality of the PRODUCT.
 
The delivery will be made On-line, through ftp. Once the ACQUISITION has been added to the CATALOGUE, an electronic message shall be sent automatically to the CUSTOMER to inform about the availability of the PRODUCTS and about the deadline within which the ordered PRODUCTS must be downloaded.
Unless otherwise indicated, the CUSTOMER shall then have twenty (20) days, starting from the said electronic message, to download the PRODUCT. Should the CUSTOMER not download the PRODUCTS within the time allowed, AIRBUS DS shall, upon request, place the available PRODUCTS back on the delivery server for an additional payment of two hundred (200) Euros for management costs.
Should the CUSTOMER be unable to download the PRODUCT or request so, AIRBUS DS may send the PRODUCT on CD or DVD or Hard Drive to the CUSTOMER at CUSTOMER’s expense.

5. Compensations

Except in the case of a Force Majeure event, should AIRBUS DS be unable to deliver the PRODUCT or to perform an ACQUISITION, the CUSTOMER shall be entitled only to a commercial compensation depending on the SERVICE LEVEL as set out in the AoR. Such compensation will be without any indemnity, penalty or damages of any nature whatsoever and will in no event be a contractual commitment.

 Delay in a delivery does not authorize the CUSTOMER to refuse the total or partial delivery of the PRODUCTS or claim for any indemnity, penalty or damages whatsoever.

6. Prices

6.1

Prices applicable to PRODUCTS are defined in AIRBUS DS Price List. Prices are quoted "Ex-Works" (I.C.C. Incoterms 2010), exclusive of taxes, and include standard packing.
The risks pertaining to the PRODUCTS shall be transferred to the CUSTOMER as from the placing of the PRODUCT on the delivery server (as confirmed automatically by the electronic message referred in Article 4 above); in the case of a supply on physical medium, the risk related to the medium shall be transferred as from the placing of the PRODUCT at the disposal of the first carrier.

6.2

In all cases, the customs charges and taxes shall be borne exclusively by the CUSTOMER. Should the CUSTOMER have given AIRBUS DS the mandate to negotiate and to sign the PRODUCT transport contract on its behalf, the CUSTOMER shall take care of all the risks linked to the transportation and, if need be , the CUSTOMER shall make the standard disclaimers before the carrier within the legal deadlines.

7. Invoicing and Payment

7.1

Upon delivery of the PRODUCTS or ACQUISITIONS AIRBUS DS shall issue the corresponding invoice, taking into account applicable discounts or rebates. 

Unless otherwise stated, the CUSTOMER shall pay the invoiced amounts by SWIFT transfer to AIRBUS DS’ account designated on the invoice, at the latest thirty (30) days after issuance of the invoice.
Late payment of all or part of the due amounts will entitle Airbus DS to charge interest from the Due Date until payment has been made in full.  The applicable interest rate will be of three (3) times the legal interest rate (“taux d’intérêt légal”) in force on the due date. In addition to the interest rate, a forty (40) Euros will be charged to the CUSTOMER for the recovery fees.
Without prejudice to any other action, AIRBUS DS reserves the right to either:
- Suspend the performance of the current BPO until full payment of the due amounts;
- Refuse all future PURCHASE ORDERS;
- Suspend the EULA and/or the right to make VAPs;
- Claim for the refund of all the costs resulting from the contentious recovery of the due amounts, including the recovery fees;
- Take any legal action in order to defend AIRBUS DS’ interests.
In any case, payments may not be suspended or form the subject of any compensation without prior written consent by AIRBUS DS.

7.2

By express agreement, should the CUSTOMER not comply with the payment terms, the payment deadlines stipulated by AIRBUS DS on the ACKNOWLEDGEMENT OF RECEIPT and the invoice shall be modified ipso facto. AIRBUS DS shall then be entitled to claim for immediate payment of all outstanding invoices. Concerning the non-delivered PRODUCTS, AIRBUS DS shall be able to either claim for payment before delivery, or terminate the BPO, without prejudice to any other damages.

8. Warranty - Liability

8.1

The CUSTOMER defines the characteristics of its needs and ensures the suitability of the PRODUCTS to its satisfaction. AIRBUS DS shall under no circumstances be held responsible regarding the suitability of the PRODUCTS for any use whatsoever.

8.2

PRODUCTS are complex. AIRBUS DS 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 or that all non-conformities will or can be corrected.
AIRBUS DS' 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.
Except in a case of rush delivery, any claim related to the quality and/or quantity of any PRODUCT delivered must, to be admissible, be well-founded and duly formulated by registered mail within seven (7) days of the PRODUCTS delivery. No return of any PRODUCTS shall be accepted without prior written and definite consent by AIRBUS DS and its licensor.

8.3

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.

8.4

Under no circumstances can AIRBUS DS and/or its licensor be held responsible, on the basis of responsibility arising from the faulty PRODUCTS, for the damages caused to the CUSTOMER's goods which are useful for his profession. In addition, the CUSTOMER shall not be able to bring an action against AIRBUS DS and/or its licensor on these grounds.

8.5

Under no circumstances can AIRBUS DS and/or its licensor be held liable or responsible for the damages caused to the CUSTOMER, and the CUSTOMER shall not be able to bring an action against AIRBUS DS and/or its licensor on these grounds. Under no circumstances can AIRBUS DS 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 CUSTOMER or to any third party.

8.6

The financial cumulative liability of AIRBUS DS and/or its licensor is limited, in any case, for any reason and on any legal basis, to the price paid by the CUSTOMER for the concerned PRODUCT.
 

9. Non-Exclusivity

No CLIENT shall be able to claim an exclusive right of use on the PRODUCT.

10. Confidentiality

The CUSTOMER commits, for a period of five (5) years from the date of issuance of the PURCHASE ORDER, to consider as confidential all information of any nature whatsoever which may be obtained as a result of or in connection with AIRBUS DS technical or commercial proposal or of the supply of any PRODUCT. The CUSTOMER guarantees AIRBUS DS that its staff and sub-contractor(s) shall comply with and maintain the confidentiality of the said information. The non-respect of the confidentiality clauses linked to this contractual relationship shall lead to its immediate ipso jure termination, which the CUSTOMER shall be exclusively responsible for.

11. Force Majeure

AIRBUS DS cannot be considered as failing to meet its contractual obligations if such failure is due to a Force Majeure event. Force Majeure event designates any event beyond the reasonable control of AIRBUS DS, of any nature whatsoever, and in particular all breakdowns or failure of a satellite, or the related ground system, maintenance of the satellite system, natural catastrophes, bad weather conditions and especially the state of the cloud coverage, fires, collective work disputes, strikes, sabotage, terrorism, 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 licenses of any sort), by the U.N, which may occur from the date of the order and would prevent its total or partial execution.

12. Jurisdiction and Applicable Law

All controversies between the parties shall be settled under the arbitration of the Commercial Court of Toulouse.
The law applicable shall be French law.

13. Applicable End-user Licence Agreement

Upon full payment of the PRODUCT, the CUSTOMER is only granted rights to use the PRODUCT.
Such rights are defined in the appropriate End-User License Agreement, available at the following address: http://www.intelligence-airbusds.com/en/886-legal-documents-and-supply-conditions
Any BPO implies the irrevocable acceptance of such applicable EULA.
Accordingly, AIRBUS DS or its licensor shall remain the owner of any PRODUCT at all times.

14. Final Regulations

Should AIRBUS DS not take advantage, at any moment, of any of the regulations of the Conditions, this cannot be interpreted as:
- a renunciation to, or relinquishment , by AIRBUS DS, of any of its rights, and/or
- a change in the validity of all or part of the Conditions herein, and/or
- an obstacle to any future action by AIRBUS DS.
Any modification of the Conditions shall enter into force only after having been signed by the representative duly authorized by each of the parties.