Speechi GENERAL TERMS AND CONDITIONS OF SALE WOUARF [Last updated: 30/10/24]
These general terms and conditions of sale are entered into between: ON THE ONE HAND, WOUARF SAS, whose registered office is located at 12 rue de Weppes, 59800 Lille, registered with the Trade and Companies Register under number B 449 792 667, represented by its duly authorized legal representative, hereinafter referred to as "WOUARF", "SPEECHI" or "the Supplier", AND ON THE OTHER HAND, any natural or legal persons with the capacity to enter into a contract, purchasing software and/or merchandise from WOUARF SAS, hereinafter referred to as "the User" or "the Customer". These parties are individually referred to as "the Party" or collectively as "the Parties".
Article 1. Scope of Application. WOUARF markets interactive display solutions and related accessories under the trade name SPEECHI. These general terms and conditions of sale (GTC) apply to all sales concluded between WOUARF and the Customer, by any means whatsoever, including sales concluded via the Supplier's Website. These general terms and conditions of sale are effective as of January 1, 2024. They supersede and replace all previously communicated terms and conditions of sale and constitute the sole basis for commercial negotiations between the Parties. These general terms and conditions, applicable in Metropolitan France, prevail over all general terms and conditions of purchase, and in particular, the Customer's general terms and conditions of purchase are deemed null and void if they conflict with these terms and conditions, unless otherwise agreed in writing by WOUARF's management. Sales brochures, catalogs, user manuals, and advertisements for our products are not contractual documents. They are provided for informational purposes only and are subject to change at any time. WOUARF reserves the right to modify these terms and conditions of sale at any time. The applicable terms and conditions of sale are those in effect on the date of the order. They are accessible at any time on the WOUARF website. They shall prevail over any other conflicting version or document. It is the Customer's responsibility to verify the applicable terms and conditions of sale at the time of placing their order. These terms and conditions of sale are the property of WOUARF and any reproduction is prohibited.
Article 2. Definitions. The terms used in these General Terms and Conditions of Sale (GTC) are defined as follows: "Consumer Customer": any individual Customer acting for purposes outside their trade, business, craft, or profession. The provisions of these GTC specifically and solely applicable to Consumer Customers are indicated in the box at the end of this document. "Professional Customer": any individual or legal entity Customer acting for purposes related to their trade, business, craft, or profession, and any person acting in the name and on behalf of a professional. "Order": the Customer's acceptance of WOUARF's Product offers. "Products": the products (hardware/goods and software) offered for sale by WOUARF, particularly on its Website. "Website": the online sales website accessible at www.shop.speechi.com, published by WOUARF.
Article 3. Products. The Products offered for sale are those listed on the Website on the day of consultation by the Customer, subject to availability. Photographs accompanying the product descriptions are as faithful as possible to reality but cannot guarantee a perfect likeness to the product offered and may present suggested presentations where not all elements shown in the photographs are necessarily offered for sale. WOUARF reserves the right to modify the product range, prices, and terms of purchase at any time.
Article 4. Ordering. To place an order, the Customer must be at least 18 years old and have the legal capacity or authorization to place an order with WOUARF. Placing an order implies the Customer's full and unreserved acceptance of these general terms and conditions of sale. Orders by quote - The order is subject to a quote which determines the price in euros, excluding and including VAT, based on the VAT rate in effect on the date of the order. If the VAT rate changes, the modification will be immediately reflected in the price of the Products supplied. The same applies to shipping costs, which depend on the carrier and not WOUARF: any change in the carrier's pricing policy will be immediately reflected in the final amount of the order. The price indicated on the quote cannot be guaranteed by WOUARF beyond the validity period of said quote. Beyond this period, WOUARF may change its prices again. If an error is found in the VAT rate applicable to the customer on the quote, the pre-tax amount shall prevail. The order is considered accepted upon receipt by WOUARF of the signed quote (online or by email) and payment, unless otherwise agreed upon in writing regarding payment terms. These conditions are cumulative. Orders by purchase order - In the case of a purchase order issued by the customer, the order will only be validated after written acceptance by WOUARF. Written acceptance of the order by WOUARF does not constitute acceptance of any general terms and conditions of purchase of the customer, even if included on the purchase order, unless expressly agreed to in writing by WOUARF. Orders on the Website - Orders placed on the Website are made by following the various ordering steps as described on the Website. As the Website is intended for professional customers, the prices of the Products are indicated in euros, excluding taxes (VAT) and delivery charges (the price including VAT and delivery charges will be specified later in the ordering process). WOUARF reserves the right to modify the prices displayed on its Website at any time, it being understood that Products will be invoiced based on the rates in effect at the time the order is validated. All orders constitute acceptance of the price offered in effect on the day the order is placed. Unless otherwise agreed between the parties or due to events beyond WOUARF's control, WOUARF undertakes to fulfill Orders received. An order that has been validated and prepared cannot be canceled. However, WOUARF may refuse an Order if it is unusual, particularly in terms of the quantities ordered, if the data provided by the Customer is incomplete or incorrect, in the event of non-payment of a previous Order, or in the event of stock shortages/long-term unavailability of the Products. In such cases, WOUARF will not accept payment or will refund the payment received. In the event of stock shortages, the Supplier will inform the Customer of the expected delivery time and, if the Customer confirms the Order, the Products will be delivered as soon as they are back in stock.
Article 5. Invoicing. Unless otherwise agreed, goods are shipped and invoiced according to the CPT incoterm. Invoices are issued by WOUARF when the equipment is made available to the carrier, or, for software, when it is provided electronically. WOUARF may make partial deliveries, shipments, and invoices in the event of a shortage of one or more pieces of equipment or software. The invoice includes VAT and is sent electronically to the Customer at the email address provided during the Ordering process, which the Customer accepts. As invoicing is based on the CPT incoterm, WOUARF, even if it arranges transport on behalf of the Customer, cannot be held responsible for delivery times or the Customer's availability to receive the delivery. Consequently, delivery times do not affect the payment due date, which the Customer accepts.
Article 6. Payment Terms. Unless otherwise agreed in writing and signed by the Supplier, Products are payable in full upon receipt. Acceptable payment methods are: either directly online at www.shop.speechi.com by providing the credit card number (SSL secure method) or via Apple Pay/Google Pay, or by bank transfer to IBAN account FR76 1027 8002 5600 0200 8130 189. WOUARF may also offer other payment methods if relevant. In all cases, online payment offered by WOUARF is secure. Bank details are not transmitted to WOUARF, and only the bank will receive them. In the case of export, the Buyer is responsible for any transaction fees. The Customer warrants to WOUARF that they have all necessary authorizations to use their chosen payment method. WOUARF reserves the right to suspend the execution of the Order or to cancel it (termination) in the event of refusal by the bank holding the Client's bank account to validate or execute the payment corresponding to this Order or if it proves to be or is suspected of being fraudulent.
Article 7. Shipment of Goods. Goods are reserved and shipped only once the Order has been validated by WOUARF, to the address provided by the Customer when placing the order, and during business hours. All deliveries are made in France, to the customer's doorstep, during business hours. Any other delivery method (e.g., delivery outside mainland France, orders for Products exceeding €20,000, delivery outside business hours, delivery to multiple locations simultaneously, etc.) must be subject to a separate agreement between WOUARF and the Customer regarding the terms and price of delivery. Unless otherwise agreed in writing between WOUARF and the Customer, if customs or import duties are levied upon entry of the Products into the country concerned, the Customer is responsible for paying the customs clearance fees, duties, and other local taxes of the country of delivery, as WOUARF has no control over these fees and taxes. The Customer agrees to inquire about customs clearance fees, duties, and other local taxes in the country of delivery before placing an order, and may not claim any compensation or reimbursement from WOUARF related to these fees incurred in the country of delivery. Goods are accepted upon departure and travel at the recipient's risk, even when shipped carriage paid. Upon receipt of the Products, the Customer is required to strictly adhere to the acceptance procedure defined in Article 10 below.
Article 8. Delayed Shipment of Goods. A delivery date may be agreed upon by the Parties depending on product availability. Product availability may not exceed 30 days from the order date. Beyond this period, and unless full payment for the order has been received, WOUARF cannot guarantee product availability as it does not reserve or allocate the equipment. Upon receipt of the Products, the Customer is required to strictly adhere to the acceptance procedure defined in Article 10 below.
Article 9. Software Delivery. Licenses must be paid for by the Customer upon completion of their order. Once the order is validated, WOUARF will send the corresponding file(s) and related license information by email to the address provided by the Customer during the ordering process, during business hours and days. The Customer is responsible for providing a valid email address for this purpose, and WOUARF cannot be held liable for any consequences resulting from the provision of an incorrect email address. WOUARF retains ownership of all computer programs that comprise the Products, as well as all graphic and multimedia designs and other elements protected by copyright. These programs may not be copied, transferred, or modified under any circumstances without the prior written consent of WOUARF. The user license is transferred to the end customer only after full payment of the price.
Article 10. Receipt of Goods and Claims. The Customer agrees to provide valid contact information (name and mobile phone number) when placing their Order in order to arrange a delivery time slot. They must provide an accessible delivery location. Delivery is made to the doorstep. Any other specific delivery conditions (e.g., delivery to an upper floor) must be specified in writing no later than when placing the order. WOUARF reserves the right to refuse these conditions or to charge additional fees. If the Customer refuses the proposed delivery date or if the delivery location is inaccessible, the delivery timeframe will be restarted for a new delivery. Any additional costs incurred by a new delivery will be borne by the Customer. The goods are shipped to the Customer, who, however, is responsible for the date set for the delayed shipment, provided the quote or order form has been received. The Order must be as defined below. The Customer is responsible to WOUARF for adhering to this delivery process: Upon receipt of any order, it is imperative to check both the external and internal condition of the package in the presence of the carrier before accepting delivery. The packaging must be opened in the carrier's presence to verify the contents. In the event of damage, loss, water damage, or missing items, the Customer must make specific and substantiated written reservations directly to the carrier by noting them on the delivery slip (which must be signed by the carrier). The Customer must also inform WOUARF by email within 3 days of delivery, specifying the order number. In case of doubt, the reservations must also be noted precisely on the delivery slip before signing, indicating the number and exact condition of the damaged packages. If the delivery driver does not allow the Customer time to check the condition of the goods (quality and quantity), this must be noted on the delivery slip and countersigned by the carrier. In the absence of reservations or in the event of insufficient reservations, WOUARF reserves the right to refuse the return, exchange, or refund of the product(s). Unjustified reservations such as "Condition of the package satisfactory subject to unpacking" cannot be taken into account and do not relieve the Customer of their obligation to inspect the delivered goods. Once the Customer has signed the delivery slip without specific reservations, the carrier and the Supplier will be released from liability for any damage that may have occurred during delivery. If the acceptance procedure is not strictly followed, the Customer is also informed that neither WOUARF nor any insurance company will be able to cover any transport-related damage whatsoever. Failure to comply with this formality precludes any subsequent recourse by the Customer against WOUARF.
Article 11. Late or Non-Payment. For orders payable in full, WOUARF is not obligated to deliver the Products ordered by the Customer if the Customer does not pay the price under the conditions and according to the terms specified herein. The Supplier reserves the right to cancel any order not paid within 30 days of the order being signed, and a new quote will then be issued. If specific payment terms have been agreed upon, the expiry of the due date constitutes a formal demand for payment from the Customer without the need for a reminder. Failure to collect payment by the agreed due dates will result in the suspension of all pending orders; the immediate demand for payment of all outstanding amounts; the application of late payment interest per day of delay based on the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points; and the right to require payment in full before delivery of the goods for subsequent orders.
Article 12. Product Returns. Except for the exercise of the right of withdrawal in accordance with Article 12 herein, no product returns will be accepted without the prior written agreement of WOUARF. In such cases, WOUARF will only accept returns if the products are in a condition suitable for resale. The agreement will specify all references and serial numbers to be returned. In the event of non-conformity of returned products, for which a return agreement has been reached between the two parties, WOUARF will notify the Customer by email of the discrepancies and reservations noted. The Customer then has 48 hours to contest the validity of this information. Failure to respond within the allotted time constitutes implicit acceptance of the discrepancies and reservations indicated by WOUARF, which will then issue the corresponding credit note. In the event of a partial or total return, the delivery costs remain the responsibility of the Customer. The return shipping costs are the responsibility of the Customer. Article 1. After-Sales Service. WOUARF offers after-sales service for screen repairs and software issues. This service can be contacted by email at support@speechi.com, providing the customer's contact information, the purchase invoice, and a description of the observed symptoms. The support service will contact the company to diagnose the malfunctions. The customer agrees to perform all tests and operations requested by the technician to identify and, if possible, resolve the problem directly. If the issue requires repair, the technician will authorize the return of the product to the workshop. The return and repair costs are the responsibility of the customer. Manufacturer's Warranty - The support service will provide a quote after analyzing the product, which will be submitted to the customer for acceptance. In case of refusal, the customer may retrieve the product at their own expense or request that WOUARF destroy it. WOUARF is obligated to use its best efforts in carrying out the repair and cannot guarantee a specific timeframe.
Article 14. Spare Parts Availability. WOUARF undertakes to ensure the availability of spare parts necessary for the use and maintenance of the screens sold for a period of ten (10) years from the date of discontinuation of said screens. This availability guarantee applies to all screens sold by WOUARF and aims to allow customers to benefit from quality after-sales service. Spare parts will be available at the prices in effect at the time of the request. In the event of exceptional unavailability of a spare part during this period, WOUARF undertakes to offer a suitable alternative solution to the customer. Article 15. Warranty. Warranty against hidden defects - Products sold by WOUARF benefit from the legal warranty against hidden defects as provided for in Articles 1641 et seq. of the French Civil Code. This warranty is valid for a period of two years from the discovery of the defect. To benefit from this, the Customer must provide proof that the defect was not apparent, existed at the time of purchase and renders the product unfit for its intended use or greatly diminishes that use.
In the event of a defect affecting the product, WOUARF will offer the Customer a replacement. In this case, the Customer may choose to return the product and receive a full refund (cancellation), or keep the product and receive a partial refund. However, WOUARF cannot be held liable for the replacement costs or the reimbursement of any goods other than the product with a hidden defect, regardless of the cause of the damage to those goods, and/or the labor costs related to the removal and replacement of the product with a hidden defect. Products also benefit from a manufacturer's warranty according to their classification: Interactive screens: 3 years; Digital signage screens: 2 years; Other equipment: 2 years. The warranty is for return to workshop. The Customer is therefore responsible for returning the equipment to the supplier's warehouse, at their own expense and risk. The warranty covers only hardware or manufacturing defects. Excluded from the warranty are breakage, theft, misuse and damage, software malfunctions, and more specifically, malfunctions due to: use, care, maintenance, or customer intervention not in accordance with the user manual, which is delivered with the product and can be consulted at any time in the "Support" section of the website.
A non-compliant environment (e.g., an environment with dust, smoke, high temperatures, humidity, infrared or ultraviolet rays) or any operating environment that may be considered abnormal. Physical damage related to any misuse (scratches, etc.), improper storage, improper cleaning or maintenance; In general, the warranty does not cover any improper use or misuse, whether described in the user manual or not, including misuse resulting from an accidental event (fire, force majeure, flood, accident, impact, vandalism, inclement weather, etc.). It also does not cover the display of static images for a prolonged period (e.g., image retention on the screen background), malfunctions in the user's electrical circuits (e.g., power surges), the use of unauthorized spare parts (lamps, sensors, etc.), viruses or software not supplied by WOUARF or installed without following the procedure provided by WOUARF, unauthorized connection of equipment, or intervention by technicians or third parties not authorized by WOUARF. Furthermore, the warranty does not cover damage to the Product resulting from normal wear and tear, considering its nature, function, composition, and price. In addition, the equipment must not have been opened or internally modified. For warranty claims, the customer will contact the support department, which will determine whether or not the equipment needs to be sent back to the workshop. The warranty claim will only be valid after the equipment has been analyzed at the Supplier's workshop. The warranty claim will be confirmed by the support department.
Under the warranty, the Product will be repaired or replaced with an equivalent, depending on its repairability. The repair time is not guaranteed. Repairs do not extend or suspend the warranty period. The Customer may purchase warranty extensions. These extensions must be purchased at the time of ordering and cannot be purchased subsequently. They are linked to a serial number and are not transferable from one piece of equipment to another.
Article 16. Waste Management: Membership in an eco-organization. In accordance with regulatory obligations regarding the management of waste electrical and electronic equipment (WEEE), WOUARF is a member of an approved eco-organization (Ecologic) for the collection, recycling, and processing of interactive displays, under membership number: A21145. This membership guarantees that WOUARF actively participates in environmental protection by financing the collection and recycling of the interactive displays it sells. For more information on how you can recycle your old equipment, please visit the WOUARF website at the following address: [website address missing].
Article 17. Installation. WOUARF offers installation services through a network of partners. WOUARF cannot be held responsible for the Client's availability or their adherence to the installation procedure below. Consequently, these installation services are separate from the purchase of goods, even if they are included in the same order form. In accordance with the general terms and conditions of sale, products will be invoiced upon delivery to the carrier, and installation services upon completion. The client must adhere to the installation procedure below: The procedure unfolds as follows: pre-audit, physical installation, and verification. The pre-audit sent by WOUARF to the client must be returned to the installation department (preferably before order confirmation) to schedule the installation and verify order compliance. The client is responsible for the information provided during these various stages. Consequently, no product returns or modifications will be accepted (or refunded) if the environment does not allow for product installation. The client may request an on-site visit from the service provider prior to installation. This visit is at his expense.
Article 18. Training. The Supplier is only responsible for training courses conducted by its own teams. Training courses conducted by external providers, whether for "Qualiopi" certified courses or on-site training, are managed directly with the provider. The Supplier's role is then limited to facilitating contact. Training courses are payable upon order and invoiced separately. Training booking is made via an electronic link sent to the client. It is therefore the client's responsibility to choose the time slot and verify the availability of their team members. The Supplier undertakes to offer several time slots within one month of the completion of equipment installation. For on-site training, this period is extended to three months. Training courses ordered from the Supplier are non-cancellable. Any training course not canceled at least 72 hours in advance will be considered completed and therefore credited to the Supplier. Similarly, if, within 6 months of the goods being installed, the customer has still not scheduled an appointment, despite reminders from the supplier (via any available means of communication), and this failure is not attributable to the supplier, the training will be considered completed. The supplier will inform the customer of the deadline's expiration with a final reminder. If the supplier was not tasked with installing the equipment through its service providers, the starting point for the period is the delivery of the goods. The customer will provide the supplier with the contact details of the team members who are required to attend the training.
Article 19. Transfer of Ownership. WOUARF retains ownership of the goods sold until full payment of the price by the customer. The buyer therefore undertakes, in the event of payment after delivery, to insure said products for the benefit of WOUARF against the risks of loss and damage due to unforeseen circumstances, by appropriate insurance. In the event of non-payment by the due date, in whole or in part, WOUARF may, without prior notice, repossess said products and accessories. Any sums already paid by the customer will remain the property of WOUARF as liquidated damages. The customer will clearly identify these products as the property of WOUARF and will take out the necessary insurance to cover any potential damage or compensation.
Article 20. Limitation of Liability. WOUARF shall not be held liable for any failure to perform its obligations under the contract resulting from force majeure, the Client's actions, or more generally, any event or incident beyond its control. With regard to the use of the Website and Orders placed through it, WOUARF is only bound by an obligation of means for all stages of access to the Website, the ordering process, delivery, and after-sales services. WOUARF shall not be liable for any inconvenience or damage inherent in the use of the Internet, including service interruptions, external intrusions, the presence of computer viruses, any computer bugs, or any other event deemed to be force majeure, in accordance with French case law. Similarly, WOUARF shall not be liable if the Client takes any action that may impede the proper functioning or technical accessibility of the Website. It is the Client's responsibility to ensure that their Order includes products that perfectly meet their needs. If they require specific advice, they should contact the Supplier before placing any Order and only place the order once fully informed. Therefore, unless the Client expressly requests otherwise, they acknowledge being sufficiently informed about their needs, particularly regarding software, to place their order. If they are not, they should contact the Supplier for a personalized consultation. In any event, for business Clients, if WOUARF is found liable for breach of contract, WOUARF's liability will be limited to actual, direct, and foreseeable damages suffered by the Client, excluding anticipated but unrealized profits or avoidable losses. Furthermore, the total compensation will not, by express agreement, exceed the price of the goods that caused the damage, regardless of the cause.
Article 21. Personal Data. The Customer is informed that personal data concerning them is collected when ordering products and is processed by WOUARF in accordance with the various formalities detailed in its Privacy Policy, specifically: to manage and execute said Order (pre-contractual information obligation, customer account management, orders/sales contracts, payments, invoicing, delivery), to monitor invoicing and accounting, to manage the customer relationship, any requests for information or complaints, any disputes, to ensure the proper functioning of its services, particularly via its Website (access, number of connections, cookies, etc.), and to conduct commercial and marketing operations. The collection of the following data is mandatory to allow the execution of the Order; otherwise, it cannot be completed: Company name, title, last name, first name, email address, postal address. The Customer's personal data may sometimes be used by WOUARF for customer loyalty and marketing activities, and for commercial and marketing operations related to these purposes. The Customer is informed that they may withdraw their consent at any time by sending an email to dpo@speechi.com. The data is intended solely for WOUARF. However, WOUARF may share it with its bank for data related to Order payment, with its delivery providers and installers to ensure the delivery and proper installation of the Products, with its network of reseller partners, and, via the Zoho One CRM software, with its website hosting provider Hostinger and Shopify for Speechi Shop. This data will not be used beyond the execution of the contract or for marketing purposes by WOUARF, unless the Customer has given their prior and express consent. was retained following the non-performance or WOUARF also undertakes to implement. Consequently, the Client is prohibited from implementing appropriate technical and organizational measures to ensure and be able to demonstrate that the processing is carried out in accordance with personal data legislation. Data transfers may take place outside the European Union, as detailed in the Privacy Policy. The Supplier's data retention policy is detailed in the Privacy Policy, accessible on the Website. The Client has the right to access, rectify, erase, object to, restrict the processing of, and port their personal data, as well as the right to delete data that is inaccurate, incomplete, ambiguous, or outdated, and to provide instructions regarding the retention, erasure, and communication of their data after their death. This right can be exercised by simply contacting WOUARF by email at the following address: dpo@speechi.com. WOUARF undertakes to respond in writing within a maximum of one month from receipt of the request. The Client also has the right to lodge a complaint with the French Data Protection Authority (CNIL) if they believe that the processing of their personal data constitutes a violation of their rights. The Client undertakes to be vigilant in providing their data and to ensure the accuracy of the data they transmit to WOUARF and to update it in the event of any changes. With the Client's consent, WOUARF may also collect data about the User on its Website, particularly through the use of cookies. This data is confidential and will not be disclosed to third parties without the Client's prior consent. More generally, the User can refer to the Privacy Policy and Cookie Policy available on the WOUARF Website.
Article 22. Intellectual Property. All elements disseminated by WOUARF on the Site, including images, graphics, sound, text, videos, and the underlying technology and presentation of products, are protected by copyright, trademarks, or patents. They are the exclusive property of WOUARF. Any reproduction, representation, or distribution, even partial, of any particular element forming an integral part of the Site is prohibited. All reproductions and representations of the Site are subject to the express prior consent of WOUARF. Failure to comply with this obligation constitutes infringement and may result in civil and criminal penalties. Similarly, the products supplied by WOUARF constitute intellectual works within the meaning of the French Intellectual Property Code and are therefore protected by copyright. The purchase of a product does not grant the Customer any right of reproduction, representation, or distribution. WOUARF also owns the French trademark "SPEECHI," which is registered with the INPI (French National Institute of Industrial Property). The Customer is therefore informed that any reproduction and/or imitation of this trademark, without the express prior authorization of the Supplier, constitutes an act of counterfeiting engaging its liability.
Article 23. Derogatory clauses. No indication or document may create obligations under this agreement unless it constitutes an amendment to the General Terms and Conditions previously signed by both Parties.
Article 24. Force Majeure. Neither Party shall be considered in default of its obligations if the performance of its obligations is delayed or prevented due to a force majeure event as defined by Article 1218 of the French Civil Code or recognized as such by French case law. Thus, in particular, WOUARF shall not be held liable for any failure or delay in the delivery of software and hardware, and the client shall not be entitled to claim any resulting damages. In any event, the Party affected by the force majeure shall inform the other Party of its duration and foreseeable consequences. If such circumstances continue for more than 30 (thirty) days, the Parties agree to enter into discussions with a view to modifying the terms of their reciprocal commitments. If no commitment is possible, these commitments may then be terminated by either Party, at its own risk and expense, without damages, upon simple written notification by registered letter with acknowledgment of receipt.
Article 25. Customer Acceptance. These General Terms and Conditions of Sale are governed by French law. In the event that these General Terms and Conditions of Sale are translated into [language], these General Terms and Conditions of Sale are expressly agreed to and accepted by the customer, who declares and acknowledges having full knowledge thereof and therefore waives the right to rely on any conflicting document, and in particular, its own general terms and conditions of purchase.
Article 26. Partial invalidity. If a particular provision of these general terms and conditions is held to be invalid, or declared as such by a decision having the force of res judicata of a competent court, the other provisions shall remain in full force and effect.
Article 27. Waiver and tolerance. It is formally agreed between the contracting parties that any tolerance or waiver by one of the Parties in the application of all or part of the commitments provided for in these general conditions, whatever its frequency and duration may have been, shall not constitute a modification of these terms, nor generate any right whatsoever.
Article 28. Duration. These general terms and conditions of sale apply for the entire duration of the online availability and marketing of the services offered by WOUARF.
Article 29. Entire Agreement. These terms and conditions constitute the entire agreement between the Parties. No statement or document may create any obligations under these terms and conditions unless it is the subject of an amendment signed by both Parties. No correspondence prior to acceptance of these terms and conditions may create any obligations under said terms and conditions.
Article 30. Evidence. Computerized records kept in the computer systems of WOUARF or its partners, under reasonable security conditions, shall be considered by the Parties as evidence of communications, Orders and payments made between the Parties.
Article 31. Jurisdiction and Arbitration. In the event of a dispute between the Parties arising from the performance or interpretation of this Agreement, the Parties agree that, prior to any legal action, any claim shall be preceded by a formal notice sent by registered mail with return receipt requested. After a period of ten (10) days without response following the sending of the aforementioned letter, either Party may initiate any appropriate legal proceedings. Except for Consumer Clients, special and exclusive jurisdiction is conferred upon the Commercial Court of Lille, which shall have sole jurisdiction to rule on any dispute relating to the interpretation, performance, or termination of this Agreement. * Provisions applicable to Consumer Clients These provisions apply only to Consumer Clients. They supplement and extend the General Terms and Conditions, over which they prevail when they deviate.
Article 32. Shipment of Goods. The risk of loss or damage to the Products passes to the consumer Customers when they, or a third party designated by them, take physical possession or are enabled to take physical possession of the Products, unless the consumer Customer entrusts the Products to a carrier other than the one proposed by the Supplier, in which case the risk passes to the consumer Customer upon delivery of the Products to the carrier. The Supplier undertakes to deliver the Products within the agreed delivery period. If no delivery period is expressly indicated at the time of Order confirmation, the Supplier will deliver the Products no later than 30 days following Order confirmation.
Article 33. Right of Withdrawal. WOUARF guarantees the withdrawal period under the conditions set by law. The withdrawal period, lasting 14 days, applies to contracts concluded remotely, following telephone solicitation, or off-premises, by a consumer or non-professional Client. The Client exercising their right of withdrawal is not required to justify their decision. The return shipping costs remain their responsibility. They must inform WOUARF of their decision to exercise this right of withdrawal before the expiry of the period, by sending the withdrawal form provided in the Appendix or by any unambiguous letter to the registered office address: 12 rue de Weppes, 59800 Lille, France, and/or by email to the following address. Subject to the returned Product being in perfect condition, the Seller will refund the sums paid by the Customer, using the same payment method used by the Customer to pay for their order, unless the Customer expressly agrees to another payment method, within a maximum of fourteen days from the date on which the Seller is informed of the Customer's decision to withdraw. Except in cases provided for by law, the Customer has no right of withdrawal. Regarding software, in accordance with Article L.221-28 of the French Consumer Code, concerning the provision of digital services, the User cannot exercise a right of withdrawal. Therefore, no return or refund will be possible for software delivered by download and for which the unlock code was provided by WOUARF, or for software delivered on CD-ROM that is returned unsealed.
Article 34. Legal guarantee of conformity.
Consumer and non-professional customers also benefit from the legal guarantee of conformity for products as provided for in Articles L.217-4 et seq. of the French Consumer Code. Under this legal guarantee, the consumer or non-professional customer: has two years from the date of delivery of the goods to take action; is not required to prove that the lack of conformity existed at the time of delivery for twenty-four months following delivery. In the event of a defective or non-conforming product, the customer must notify WOUARF without delay, providing evidence of the disputed lack of conformity. If a product return is necessary, WOUARF will request it, and the shipping costs will be borne by WOUARF. The customer is responsible for the packaging of the product in question, which must be done in such a way that the product can be transported without risk of breakage or damage. After WOUARF has inspected the product in question, verifying in particular whether the product is covered by the legal or commercial warranty mentioned above, the product will be repaired or replaced with a standard exchange if possible. Otherwise, the Customer will be refunded. If no warranty applies, WOUARF may provide the Customer with a quote for the necessary repairs. If none of the proposed solutions can be implemented within one month of the claim, the Customer may request a price reduction or cancellation of the contract. However, cancellation may be refused if the non-conformity is minor. In the event of an abnormal or abusive return, the return will be considered non-compliant and processed accordingly. All shipping, labor/handling, testing, etc., costs will then be charged to the Customer. Any product returned without a return number, or incomplete, will be treated as non-compliant. The Customer is also informed that the legal warranty of conformity applies independently of any commercial warranty that may be granted.
Article 35. Consumer Mediator. In accordance with the provisions of Articles L. 6121 et seq. of the French Consumer Code, consumer Clients may have recourse, free of charge, to a consumer mediator in order to seek an amicable resolution to any dispute between them and the Supplier. The consumer Client may contact a consumer mediator at the following address: 49 Rue de Ponthieu, 75008 Paris, https://www.cm2c.net. They may also use the European Online Dispute Resolution (ODR) platform, accessible at the following address: http://ec.europa.eu/consumers/odr/. The Client's request for mediation
The Consumer's claim will only be admissible if: - the Consumer Client has first attempted to resolve their dispute directly with WOUARF by means of a written complaint, according to the procedures described above; - the Consumer Client's request is not manifestly unfounded or abusive; - the Consumer Client's request is introduced within a period of less than one year from their written complaint to WOUARF; - the dispute has not previously been examined by another mediator or by a court.