ARTICLE 1 – PURPOSE AND OPPOSABILITY OF THE GENERAL CONDITIONS OF SALE
These general conditions of sale (“GTC”) constitute, in accordance with the law, the basis of commercial negotiation and are systematically addressed or given to each customer to enable him to order products or services provided by WeCo (the “Products ”Or“ Services ”). They define the rights and obligations of the company WeCo (“WeCo” or “the Seller”) and of its customers (“the Customer”).
Placing an order implies full and unreserved acceptance by the Customer of these GTCS which prevail over any other Customer document, and in particular over all general purchasing conditions, unless expressly agreed otherwise.
The GTC may be adapted under special conditions of sale when the specifics of the transaction justify it. Any contrary condition opposed by the Customer will therefore be unenforceable against WeCo, in the absence of express written acceptance by the latter, regardless of when it may have been brought to its attention.
Any document other than these T & Cs and in particular catalogs, prospectuses, advertisements or notices, is only informative, indicative and, in essence, non-contractual.
The fact that the Seller does not avail himself at a given time of any of these T & Cs may not be interpreted as a waiver of subsequently availing himself of any of said conditions.
These T & Cs may be modified at any time by WeCo which must notify this modification to its customers, in writing, with each new order or request from them. Any new order or order modified after the modification of the GTC will be subject to the new GTC.
ARTICLE 2 – INTELLECTUAL PROPERTY RIGHTS
The Customer is prohibited from carrying out any transformation of the Products. The information and data contained in any document or information medium provided by WeCo within the framework of these T & Cs will remain the exclusive property of WECO, as will all industrial property rights (including, without limitation, patents, trademarks, models) associated with it.
No right, title or interest relating to or related to names, trademarks, trade secrets, patents, patent applications, expertise or other intellectual property rights relating to the Products is transferred to the Customer by these GTCS.
Unless expressly provided otherwise in this clause, no license is granted to the customer, directly or indirectly, by implication, by estoppel or in any other way, on any patent, trade secret or any other intellectual property right of WeCo.
The Customer will not use the information transmitted by WeCo for any purpose other than that provided for in these GTC or, as the case may be, for the installation, operation and / or maintenance of the Products.
WeCo retains and will retain full and entire ownership of all inventions, plans and processes made or developed before or during the execution of the T & Cs.
WeCo reserves the right to oppose, cease or seek redress for any use it deems unfair, constituting an act of commercial free-riding or contrary to its image.
The Customer shall refrain from reproducing or having reproduced, in whole or in part, the trademarks, designs and models or any other industrial property right of which WeCo is the holder, under penalty of prosecution, and / or to transmit any information to third parties. of any nature whatsoever allowing the total or partial reproduction of these rights.
ARTICLE 3 – ORDERING THE PRODUCT
3.1 – Definition
To be valid, the order must specify in particular the quantity, the references of the Products sold as well as the agreed price, the terms of payment, the place of delivery or pick-up and the expected delivery date (non-binding).
The order is placed following receipt of an estimate drawn up by the Seller and on the basis of the latter within the validity period specified therein. By this order, it is necessary to understand any order relating to the Products or Services of WeCo, and accepted by it, accompanied by the payment of the deposit envisaged on the estimate within the specified deadlines or, failing this, specified in article 7 of the present.
The order must be confirmed in writing, by means of a written validation of the quote sent by WeCo to the Customer or an order form duly signed by the Customer. The Seller accepts said order by providing the Customer with an invoice. The delivery of an invoice or a written document from the Seller confirming acceptance of the order alone makes the order final. Any sale is only perfect after acceptance of the Customer’s order by WeCo.
Unless otherwise agreed, the confirmation of the order entails for the Customer the acceptance of these T & Cs, the acknowledgment of having full knowledge of them and the waiver of his own purchasing conditions.
Due to possible shortage situations, WeCo will respond to orders to the extent of its availability.
The customer cannot withdraw or cancel it, whatever the reason, in accordance with common law.
The benefit of the order is personal to the Customer and cannot be transferred to a third party without WeCo’s consent.
3.2 – Modification
Orders sent to the Seller and accepted by him are irrevocable for the Customer, unless WeCo accepts in writing for any modification. Any request to modify the composition, volume or characteristics of an order placed by a Customer can only be taken into account by the Seller if the request is made in writing, including by email, and has reached the seller, no later than 7 days after accepting the initial order.
In case of modification of the order by the Customer and accepted by the seller, the latter will be released from the agreed deadlines for its execution.
If WeCo does not accept the change, the deposits paid will not be returned.
ARTICLE 4 – DELIVERY OF THE PRODUCT
The agreed delivery conditions are interpreted in accordance with INCOTERMS in force on the date of acceptance of the order.
4.1 – Delivery time
The order gives rise to a delivery time defined in the estimate and which runs from the receipt of the deposit paid by the Customer.
Given the particularity of the products sold by WeCo and the precautions necessary for their removal and transport, this delivery time is only given for information and indicative purposes, it depending in particular on the availability of suppliers, under -treaters and carriers.
The Seller strives to respect the delivery time indicated on acceptance of the order except in cases of force majeure, or in the case of circumstances beyond its control, such as strikes, frost, fire, storm, flood, epidemic, difficulties of ‘supply,… without this list being exhaustive.
Delays in delivery cannot give rise to any penalty or compensation, nor to justify the cancellation of the order. Any delay in relation to the indicative delivery time initially planned cannot justify a termination of the order placed by the Customer.
4.2 – Transfer of ownership and risk
The costs of delivery and reception of the Products and Services are mentioned in the quotes established by WeCo. They are accepted without reservation by the Customer from the validation of the order.
The transfer of ownership will only take place after full payment of the price by the Customer, regardless of the date on which the Product was delivered.
If no particular delivery condition has been agreed in the contract or on acceptance of the order, the delivery of Products to Customers takes place in accordance with INCOTERM Ex-Works (EXW) at the Seller’s plant.
The transfer of risks, loss and deterioration of WeCo’s products will be carried out upon delivery of the Products to the Customer. Consequently, in the event of full payment of the price after delivery, the Customer agrees to have the Products insured, at his expense, against the risks of loss and deterioration by fortuitous event by insurance for the benefit of the Seller.
The transfer of ownership will be made upon full payment of the Products and / or Services by the Customer to WeCo.
4.3 – Transport of the Product
It is up to the Customer, in the event of damage to the delivered Product, non-compliance with the order or in the event of missing Products, to make all necessary reservations with the carrier. It is the Customer’s responsibility to provide all the justifications as to the reality of the defects or missing items observed. No Product return can be made by the Customer without the prior express written consent of WeCo, obtained in particular in writing.
Any Product that has not been the subject of reservations by registered letter with acknowledgment of receipt within three (3) days of its receipt from the carrier, in accordance with Article L. 133-3 of the Commercial Code and including one a copy will be sent simultaneously to the Seller, will be considered accepted by the Customer.
4.4 – Return
The return costs will be borne by the Seller only in the event that an apparent defect or shortcomings justifying the return are actually noted by him or by his agent. Only the carrier chosen by the Seller is authorized to return the Products concerned. When after checking an apparent defect or a lack is actually noted by the Seller or his agent, the Customer may only ask the Seller to replace the part of the non-conforming Product and / or the addition to be made to fill the gaps, without that the Customer cannot claim any compensation or the cancellation of the order.
The unreserved reception of the Product (s) ordered by the Customer covers any apparent defect and / or any lack. Any reservation must be confirmed under the conditions provided above. The complaint made by the Customer under the conditions and according to the modalities described by this article does not suspend the payment by the Customer of the products concerned.
The Seller’s liability can in no way be called into question for facts during transport, destruction, damage, loss or theft, even if he himself has chosen the carrier.
4.5 – Delivery subject to payment of the deposit
All the orders that the Seller accepts to execute are executed, taking into account the fact that the Customer presents sufficient financial guarantees, and that he will actually pay the sums due to them. deadline, in accordance with the legislation in force.
Also, the Seller undertakes to deliver the product only on condition that the Customer has previously paid the deposit in accordance with the provisions of Article 7 hereof.
5.1 – Scope and terms of exercise of the guarantee
The Products are guaranteed against any defect in the design of the product making it unfit for its use and not likely to be detected by the Customer before its use and this for a period of two (2) years maximum from the date of delivery only. insofar as the maintenance services essential to their operation are carried out by WeCo. The maintenance of the Products installed at the Customer’s premises must be carried out by WeCo.
Interventions under the guarantee may not have the effect of extending the duration of the guarantee. The warranty is limited to defective Products and can only have the effect of replacing them in our workshops and at our expense after return of the Product and diagnosis by our services under the conditions provided for in Article 4.4. Defective Products replaced free of charge remain our property and the reshipment of the replacement Products is postage due. Repairs and replacements carried out under the warranty do not start a new warranty period and do not extend the initial warranty.
To benefit from the warranty, the Customer must notify WeCo, within 15 days of the discovery of the defect during the warranty period and in writing with acknowledgment of receipt, of the defects that he attributes to the Product and provide all justifications as to the reality of these. In doing so, he must communicate to the Seller all the information necessary to identify the defective parts of the Product in question, as well as the purchase invoice.
To be able to benefit from the warranty, the Customer must also refrain, unless expressly agreed by WeCo, from carrying out himself or having a third party carry out the repair or modification of any element of the said Product.
Under this warranty, the only obligation incumbent on the Seller will be, at the option, the replacement or repair of the Product or of the component of the product recognized as defective by its own services according to the solutions recommended by its agent (s) in charge. (s) to examine the defective parts or by the person appointed by him to do so, unless this method of compensation proves to be impossible or disproportionate.
In the event of the Product being immobilized or due to the application of the guarantee, the Customer will not be able to claim any compensation.
Parts replaced free of charge are made available to WeCo and become its property again.
5.2 – Disclaimer of warranty
The warranty does not apply for apparent defects which must be declared within 3 days of delivery of the Product in accordance with Article 4 above.
Any guarantee is also excluded for incidents due to fortuitous events or force majeure as well as for replacements or repairs resulting from normal wear and tear of the Product, deterioration or accidents resulting from negligence, faulty installation. , modification of the product not provided for by WeCo, monitoring or maintenance and abnormal use or use not in accordance with WeCo’s instructions.
The warranty does not apply to consumables such as light bulbs, water, salt and moving parts of the Product.
SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
The prices of the Products are initially set by the price (s) indicated in an estimate drawn up by the Seller.
They are not final until they have been accepted by the Customer within the period allotted to them under the terms of said estimate and from their entry on the invoice given to the Customer.
Any order, as defined in Article 3, gives rise to the payment of a deposit of fifty percent (50%) of the total price of the Product to be paid from the order of said Product.
The balance of the price is payable in cash on the day of delivery.
Unless expressly agreed otherwise between WeCo and a Client, payments will be made no later than 30 days from the invoice date.
Except in cases of force majeure, any cancellation of the order by the Customer following said order may not give rise to the reimbursement of this scheduled deposit.
In the event of late payment, the Customer will owe a lump sum compensation for recovery costs, in the amount of fifty (50) euros, as of right and without prior notification. WeCo may ask the Customer for additional compensation if the recovery costs actually incurred exceed this amount, on presentation of supporting documents.
The Seller shall have the right to charge, on any overdue amount, 30 days after the invoice date, a monthly interest of one percent (1%), or twelve percent (12%) per year, in addition to the lump sum compensation. The Customer agrees to pay taxes and tariffs (if any) attributable to or relating to the sale, delivery, storage and use of the Products.
In the event of payment by the Customer before the payment date appearing on the invoice or within a period shorter than that mentioned in these GTC, no discount will be applied to their benefit, unless the Seller has expressly agreed in advance and in writing to the contrary.
ARTICLE 8 – RESERVATION OF OWNERSHIP
The transfer of ownership of the Products is suspended until full payment of the price thereof by the Customer, even if payment terms have been granted. Any clause to the contrary, in particular inserted in the general purchasing conditions, is deemed unwritten, in accordance with Article L. 621-122 of the Commercial Code.
By express agreement, the Seller may exercise the rights it holds under this retention of title clause, for any of its debts, on all of its products in the possession of the Customer, the latter being conventionally presumed to be those unpaid and the Seller may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel current sales.
The Customer is prohibited from reselling or granting any security whatsoever on products not fully paid by him to the Seller.
This clause does not prevent the risks of the Products from being transferred to the Customer upon delivery to the latter in accordance with Article 4 of these GTC.
ARTICLE 9 – CANCELLATION CLAUSE
The Seller may demand, in the event of non-payment of an invoice on the due date, the resolution of the sale after sending a simple formal notice expressly mentioning this termination clause . Likewise, the Seller may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its Products in the possession of the Customer, who undertakes, from now on, to allow free access to its warehouses, stores or others for this purpose, ensuring that the identification of the Products is always possible for the purposes of return.
In the event of the opening of receivership proceedings or liquidation of the Customer’s property, pending orders will be automatically canceled, and the Seller reserves the right to claim the products.
ARTICLE 10 – LIMITATION AND EXCLUSION OF LIABILITY
Pursuant to these terms and whatever the cause, WeCo’s liability is limited to an amount which is capped at fifty percent (50%) of the amounts collected for the sale of the Products on the day of the claim.
Notwithstanding this, delivery delays cannot give rise to any penalty or compensation, nor to justify the cancellation of the order. Any delay in relation to the indicative delivery time initially provided for in the order form cannot engage the responsibility of the Seller.
ARTICLE 11 – EXCEPTION OF BREACH
Notwithstanding the other stipulations of these general conditions, each party has the right to suspend the performance of its contractual obligations when it is clear from the circumstances that the other party is unable to perform its obligations.
ARTICLE 16 – JURISDICTION – APPLICABLE LAW
Any dispute arising in application of these T & Cs and concerning the sales they govern as well as any question that would not be dealt with by these contractual stipulations, will be interpreted, applied, judged and governed by French law to the exclusion of any other law.
All disputes concerning the validity, interpretation, execution or non-performance, interruption or termination of these GTCS, will be submitted to mediation in accordance with the mediation regulations of CMAP – Center de médiation et d’arbitrage de Paris – near the Paris Ile-de-France Chamber of Commerce and Industry, of which the Parties are aware and declare to accept its application.
If the Parties do not reach a written agreement putting an end to their dispute within a period of six (6) months from the request for the implementation of the mediation procedure, each of the Parties may decide to submit the dispute to the competent courts within the jurisdiction of the Court of Appeal of Créteil.
Article 17 – Customer acceptance
These T & Cs as well as the prices are expressly approved and accepted by the Customer, who declares and acknowledges having full knowledge of them by simply signing the estimate or by any other writing confirming his order and therefore waives the right to rely on any contradictory document and, in particular, its own general purchasing conditions.
Article 18 – Confidentiality
The Seller and the Customer agree that all confidential information provided or obtained by the other party must be kept confidential and protected. Each party agrees to apply the same care to protect the confidentiality of the confidential information of the other party as it does for its own confidential information, and to limit access to such confidential information to its employees, affiliates, officials or agents who need it in the context of their job, department or agency. During the contractual relationship of the parties, or thereafter, the parties shall not use, disclose, disclose or make available the confidential information of the other party to any other third party, whether directly or indirectly, in any way. either without the prior written consent of the other party, or as required by law. Confidential information will not include data or information which: (i) is or becomes accessible to the general public without the receiving party having breached any of its obligations; (ii) are documented as already legitimately in the hands of the receiving party before it receives them from the other party; (iii) are documented as having been independently developed by the receiving party.