Terms and Conditions of Sale
1. Purpose
These General Terms and Conditions of Sale (hereinafter referred to as "GTC") apply to all sales of goods by WAP – Water African Project S.A.S. Any order from the Buyer is subject to these GTC in their entirety and constitutes acceptance of these GTC available via the link provided in the Quotation.
The Buyer may propose its own general terms and conditions, subject to written acceptance by the Seller. In the event of a conflict, the specific conditions between the Parties shall prevail over these GTC. Any modification of these GTC must be approved in writing by the Seller. The Buyer cannot claim implicit acceptance of its own general terms and conditions, even if they are attached to the order or modify the GTC. These GTC supersede all prior communications, representations, or agreements between the parties and comply with applicable laws.
2. Definitions and Interpretation
In these GTC, the following terms are defined as follows:
- Order Acknowledgment: Confirmation sent by the Seller to the Buyer.
- Buyer: Person or entity placing the order.
- Order: Purchase order issued by the Buyer.
- Contract: All documents applicable to the order, including the Quotation issued by the Seller, the order, and all referenced attachments.
- Quotation: Latest version of the written proposal issued by the Seller to the Buyer, with these GTC available via the provided link.
- Intellectual Property Rights: All copyrights, patents, trademarks, designs, trade secrets, and other similar rights, registered or not.
- Force Majeure Event: Any event beyond the control of the Parties, as defined in these GTC.
- Confidential Information: All information exchanged between the Parties considered confidential.
- Business Days: Days of the week from Monday to Friday, excluding recognized public holidays in France.
- Law: Any applicable legislation.
- Goods: Any materials, machines, equipment, etc., provided under the Contract.
- Party: The Seller or the Buyer.
- Person: Any natural or legal person.
- Services: Any services not related to goods.
- Seller: Water African Project S.A.S.
In these GTC, unless otherwise indicated:
- Singular terms include the plural and vice versa;
- Any reference to a Party includes its successors and authorized assigns;
- Terms such as "including," "includes," "notably" should not be interpreted restrictively;
- Any reference to "written" includes fax, emails, and any equivalent means of communication;
- Dates or periods are interpreted according to the Gregorian calendar;
- Any reference to an Incoterm refers to the most recent version established by the International Chamber of Commerce.
3. Formation of the Contract
The Quotation binds the Parties only if the received Order strictly complies with it and is subject to the receipt of the advance payment or notification of the opening of the letter of credit, in accordance with the conditions described in the Quotation. Unless otherwise specified, the Quotation is valid for one (1) month from its date of issuance.
The sale is considered completed when the Seller issues an Order Acknowledgment. The Seller will endeavor to issue the Order Acknowledgment within five (5) business days following the receipt of the agreed payment validation in the Quotation, provided that (a) the Order complies with the Quotation, (b) all technical clarifications have been finalized, and (c) all required information regarding the End Customer has been provided to comply with applicable export control laws.
Once the Order Acknowledgment is sent to the Buyer, the Contract is validly formed and the delivery period begins. The Buyer must notify any errors or omissions in the Order Acknowledgment within seventy-two (72) hours of its receipt. After this period, the order is considered final and no dispute will be accepted.
The Seller reserves the right to terminate the contract if the Buyer does not comply with the conditions defined in the Quotation and these GTC.
4. Modification – Order Amendment
No modification of the Contract or an Order is effective without written agreement or email confirmation by the representatives of both Parties, except in cases of emergency where a temporary verbal agreement may be accepted, followed by written confirmation as soon as possible, taking into account the impact on the price, delivery time, schedule, or any other affected contractual condition. Any modification of the contract or order may incur additional charges, which will be billed to the Buyer.
5. Subcontracting – Assignment of Contract
The Seller may subcontract all or part of the design, supplies, services, and other obligations resulting from the Contract. Neither Party may assign, transfer, or pledge its rights or obligations without the written consent of the other Party.
6. Tests and Inspections
The goods supplied are produced in accordance with industry practices. Any specific control, test, or inspection requested by the Buyer, not provided for in the Quotation, is at the Buyer's expense. The selection of materials and usage conditions is the sole responsibility of the Buyer. In case of physical or documentary inspection at the Buyer's expense, the Seller will endeavor to notify the Buyer within a reasonable time to allow them to organize.
7. Documentation
Unless otherwise agreed:
- Any documentation or plans from the Seller received by the Buyer must be validated within 7 business days.
- The Buyer has no obligation to provide a native format to the Seller.
- Documents will contain, at a minimum, only the Seller's references.
- In the event of an email request for final approval of the documentation before production launch, the Buyer agrees to respond within three (3) days. Failure to respond within this period will result in an extension of the delivery period indicated and validated in the Seller's Order Acknowledgment for the time necessary to obtain the Buyer's approval of the document.
- Documents or plans may be revised up to three times. After this number, additional fees may be incurred by the Buyer.
8. Price
Unless otherwise agreed, all amounts are stated excluding taxes and are payable according to the terms defined in the Quotation.
9. Non-Payment and Order Withdrawal
In case of non-payment, the Seller will send a reminder to the Buyer by email. If payment is not made within 7 days of receiving the reminder, the Seller reserves the right to suspend the delivery of goods.
If the Buyer does not collect the products within 30 days of the email notification that their order is ready, the Seller reserves the right to charge storage fees in accordance with standard business practices. These fees will be €50 per pallet per week or according to the applicable rates of local warehouses.
10. Change in Buyer’s Financial Situation
Any significant change in the Buyer’s financial situation may result in a revision of the payment terms of ongoing orders, with reasonable notice.
If the Buyer is unable to pay the remaining amount due or the agreed penalties within one (1) calendar year from the date of notification that the goods are ready to be shipped, the Seller shall have the right to cancel this contract, retain the advance payment if there was one, and resell or otherwise dispose of the material appropriately.
11. Payment Terms
Payment terms are specified in the Quotation or negotiated between the Parties. Unless otherwise agreed, letters of credit are payable at sight and the total amount is determined according to the CFR Incoterms.
The lead times indicated in the Seller's Quotations exclude summer and Christmas holiday periods. Consequently, lead times will be automatically extended for summer (3 weeks) and/or Christmas (3 weeks) holidays, proportionally to their duration. This extension will also apply to the latest shipment dates (FOB) and expiration dates of the letters of credit.
The Buyer must take into account the time required to open letters of credit when stipulating the latest shipment and expiration dates. Failure to do so will result in an amendment of the letters of credit at the Seller's expense. The Seller will allow a minimum period of one (1) month between the latest shipment date (FOB) and the expiration of the letter of credit.
12. Delivery Date
The Seller will make every effort to deliver the goods on the date specified in the Order Acknowledgment. The delivery date may be modified if the Seller does not have all the necessary information or has not received the due payments. The Seller may also experience delays due to suppliers or subcontractors and will communicate these delays as soon as possible. In this case, such delays beyond its control cannot hold the Seller liable.
In the event of a delivery delay not covered by force majeure, the Seller will inform the Buyer as soon as possible and the Parties will agree on a new delivery schedule.
13. Packaging
Packaging is at the Buyer's expense and is calculated based on the Seller's standard conditions. Any special request will be subject to specific pricing.
The Buyer agrees that the packaging will be carried out according to the specific standards for maritime or air shipments, communicated by the Seller.
In the event of non-collection of the goods by the Buyer at the port or airport of arrival within the allotted time, all additional fees imposed by customs, shipping companies, or any other entity, including but not limited to demurrage, storage, or container handling fees, will be the sole responsibility of the Buyer. The Seller shall not be held liable for these additional fees. The Buyer agrees to reimburse the Seller for all fees incurred as a result as soon as possible, and the Seller reserves the right to withhold the goods until full reimbursement of these fees.
Furthermore, if the Buyer does not collect the goods within a reasonable time, the Seller reserves the right to dispose of the goods at its discretion, including but not limited to reselling the goods or taking any other necessary measures to minimize losses and additional costs. Any loss or damage resulting from this disposal will be the responsibility of the Buyer.
14. Delivery – Transfer of Ownership – Transfer of Risks
The Buyer must verify the compliance of the goods within 15 days of the arrival date at the port and inform the Seller of any non-compliance within this period.
15. Suspension
The Seller may suspend the delivery of goods in case of non-payment, non-compliance with contractual obligations by the Buyer, or in the event of force majeure.
16. Intellectual Property
Each Party retains ownership of its Intellectual Property Rights. The Seller guarantees that the goods do not infringe pre-existing intellectual property rights. This guarantee does not apply to specifications provided by the Buyer or modifications imposed by the Buyer.
In the event of infringement of the Seller's intellectual property rights, the Buyer agrees to indemnify the Seller for all damages, losses, and expenses caused by this infringement.
17. Confidentiality
Confidential Information must be protected and cannot be disclosed without prior consent unless required by law. This obligation expires five (5) years after the end of the Contract.
The Parties agree to implement appropriate security measures to protect confidential information, such as encrypted communications and secure document storage.
18. Warranty
The Seller applies the warranties provided by the manufacturers, usually specified in the documentation provided with the goods.
Manufacturer warranty terms can be provided upon request and after identifying the relevant items.
To make a warranty claim, the Buyer must notify the Seller in writing within 30 days of discovering the defect, providing a detailed description of the problem and proof of purchase.
19. Termination
Each Party may terminate the Contract in the event of a serious breach by the other Party or a Force Majeure Event exceeding 90 days. Upon termination, all issued invoices become due.
In case of contract termination, the confidentiality and intellectual property obligations of the Parties will remain in force after termination.
20. Limitation of Liability
The Seller shall not be liable to the Buyer or any other party for any loss of profit, business loss, data loss, or any other indirect or consequential loss, whatever the cause, arising from this Contract or the sale of goods. The Seller's total liability for any claim, loss, or damage arising from these GTC or the sale of goods, whether based on contract, tort (including negligence), or otherwise, shall in no case exceed the total amount paid by the Buyer for the goods in question. This limitation of liability applies to the fullest extent permitted by applicable law and will survive the termination or expiration of the Contract.
21. Governing Law – Jurisdiction
These General Terms and Conditions of Sale are governed by French law. In case of a dispute arising from these GTC or the sale of goods, the Parties will endeavor to resolve the dispute amicably through direct negotiations. If the dispute is not resolved within 30 days, the Parties may resort to mediation. Failing amicable resolution, any dispute will be subject to the exclusive jurisdiction of the competent courts of Paris, France.
22. Language
This contract is drafted in French. In case of translation of the contract into another language, the French version shall prevail.