General terms and conditions of sale applicable

General terms and conditions of sale applicable

This English summary  of our terms and conditions of sale is supplied for information purposes only. In case of discrepancy between the French text and the English translation, the French version will prevail

GENERAL TERMS AND CONDITIONS OF SALE APPLICABLE

TO PROFESSIONAL CUSTOMERS – 2017

1. SCOPE OF AGREEMENT

These general terms and conditions of sale (« GTCS ») shall be applicable between WATERFORM, 19 rue Maurice Ravel, 25200, Montbéliard, France (SIREN 521876524), referred herein as "WATERFORM", and any empowered professional referred herein as the "Customer".

Contract Terms Directive refers to a "professional" as a natural or legal person who "is acting for purposes relating to his trade, business or profession, whether publicly or privately owned".

An empowered professional is any natural or legal person residing or having its registered office in metropolitan France, and not incapacitated for whatever reason.

WATERFORM reserves the right to amend these following terms and conditions at any time. These GTCS applicable to any order placed are the ones online when the order is placed. The Customer admits having taken knowledge of these GTCS and states to accept them, at the time of the placing of order.

Anything to the contrary, whenever it could be communicated to WATERFORM cannot override the GTCS without the express written agreement of WATERFORM. The fact for WATERFORM not to take advantage of the GTCS shall not be interpreted as a waiver.

WATERFORM asks its suppliers and subcontractors to guarantee that the sold Products and their components shall not interfere with intellectual and industrial property rights of others, They shall be manufactured under proper conditions and comply with domestic labour legislation and with applicable standards and regulations. 

2. ORDERS

2.1. Order placement

All orders are expected to be placed with a written and signed purchase order, which shall be accompanied by the regulation for private structures and by the formal purchase order for the collectivities.
All consequences of any incorrect information provided by the Customer are his sole responsibility when he places the order. It is not the responsibility of WATERFORM to check the accuracy of the information provided by the Customer. Whether all or part of the delivery address is incorrect, forcing WATERFORM to return the order in its warehouse, WATERFORM shall invoice the administrative and transport costs associated to the order return to the buyer.
In some instances, as a non-payment of a prior order, an incorrect address or another issue from the Customer, WATERFORM reserves the right to block the Customer order to solve the problem.
All products are valid only within the limits of available stock. If unavailability of Products, WATERFORM informs the Customer by e-mail or phone upon receipt of order or as quickly as possible.

2.2. Order change

Any order change requested by the Customer requires a prior written agreement by WATERFORM that remains free to refuse such a change without having to justify reasons. An order change request shall only be taken into account if it is in writing (e-mail or fax) prior to shipment of the Products and manufacturing in case of customised Products.

2.3. Order cancellation

No entire or partial cancellation of an order can be accepted without express approval from WATERFORM.
Any order cancellation by the Customer, whatever the reason and accepted by WATERFORM will result in the paid sums refund, less a 2% rate of the total amount of the cancelled order to cover the costs incurred for processing the cancellation.
Any rejected parcel upon receipt by the Customer will be considered as a cancellation, except for the cases provided for in Articles 6.4 and 6.5 below, and will give a reduced refund of the shipping costs and a 15% flat rate of the total amount of the order, excluding shipping costs, to compensate the delivery costs incurred by WATERFORM and the costs for processing the refused order by the Customer.
In the event of cancellation by WATERFORM, the sums paid by the Customer will be fully reimbursed to him.

3. RETURNS

3.1. Terms of return

A. Before any Product is returned, the Customer shall make his request by e-mail to contact@waterform.com, by phone +33 3 81 90 50 05 or by mail and specifying his order number as well as the reason if he wants to.

B. For all return and exchange requests, the shippings costs are the responsability of the Customer.

C. For any product return, the Customer shall return the new and unused Product in its original packaging, with the copy of the purchase order or invoice as well as all associated accessories, manuals and documentation, within 14 days after the delivery. The Customer shall inform WATERFORM of his decision and wait for further instructions from WATERFORM that will be communicated within 48 working hours before returning the Product. 

Any open, incomplete or damaged products shall not be taken back nor exchanged.

D. Products must be returned within 14 days upon agreement of WATERFORM to the following address: 19, rue Maurice Ravel – 25200 Montbéliard, France
WATERFORM accepts no liability in case of loose or damages due to a bad repackaging. The Customer shall keep proof of shipment.

3.2. Non-conforming returns

For any return refused by WATERFORM, parcel will be sent back to the sender without having to pay any compensation to the Customer.

4. PRICING

All prices are in Euros, free of taxes and net after deduction of rebates and discounts. These are ex-works prices and shipping costs must be added.
If the VAT is applicable, it shall be calculated at the rate applying on the date of the order placement. Our prices may be reviewed in accordance with current legislation. We expressly reserve the right to update our prices for any order placed beyond the validity date of the quote. We also expressly reserve the right to change, without prior notice, the caracteristics of our equipment and accessories without paying any compensation nor refunding the Customer.
Net prices - 20% VAT - Montbéliard, France ex-works prices - Shipping to be added, minimim order of 70€ net price. For any order with a net amount less than 70 € excluding VAT, a flat rate of 10€ will be invoiced to cover the administrative costs.
For any intra-Community supply, invoicing will not include the VAT only in the case of the Customer has opened a professional bank account and communicated his VAT number prior placing the order. For exports outside the Community, prices are exempt from VAT.

Beware : for the leasing solutions, your application must be accepted by our finance partner and be above 500 € (tax excluded). The solution is only available in France and Belgium for now.

5. PAYMENT

Unless prior and written agreement by WATERFORM, payment terms require cash payment upon order placement. In the case of an administrative remit, the terms are the ones applying on the date of the invoice. Any delay in payment shall give rise to the payment of interest at a rate equal to one and a half time the French legal rate of interest and calculated on the number of overdue days.
Payments shall be made exclusively in EURO. A payment shall only be deemed to be effective once the amounts are credited on the bank account of WATERFORM.

5.1. Terms of payment

Invoices are payable in cash for the exact amount indicated and in accordance with the agreed terms.
Any discount or rebate is applicable outside destocking operations or promotional activities as indicated at the moment of ordering.

5.2. Accepted methods of payment

a) Professional credit card: the order amount, or first term, shall be debited from the Customer's bank account after one or two working days after the date of the order. The Customer can pay with Visa, Mastercard or American Express. WATERFORM works with the Crédit Mutuel bank and payments made by credit card get the « 3D Secure » security system.
No credit card number is stored by WATERFORM, it is directed to servers in the bank that makes the payment then.
The order validated by the Customer will be considered effective only when the concerned banking payment centres give their approval. Refusal by these centres will automatically cause the cancellation of order and the Customer will be informed of that by e-mail.

b) Bank transfer: Customer shall mention his name and order number. Transfers shall be made in Euros. Bank fees from financial intermediaries outside UE will be charged to the Customer.

c) Professional cheque drawn on a French bank: the Customer shall consider a three or four day period upon receipt of his cheque that shall be sent with a copy of an extract ‘K bis ’ or a notice of his SIRENE registration within the last 2 months if the amount exceeds 150 euros.

5.4. Payment problems

In case of non-payment for any reason whatsoever, WATERFORM could require with the expenses of the Customer the restitution of the delivered Products.
WATERFORM shall be entitled to terminate the order after receiving formal notice without effect to do so within eight days. WATERFORM has the right to cancel all other current orders from the Customer, whatever they are delivered or not.
Any sum unpaid on the due date of the invoice shall automatically give rise, without prior notice, to a 2,5% interest on account of late payment, starting on the due date and ending on the date of actual payment, and a flat rate recovery costs.

6. DELIVERY

Except as expressly stated, all consignments are from metropolitan France. Delivery shall be at ground floor and in accessible places by transport vehicules.

6.1. Exemption from liability

Products will only be delivered at the delivery address indicated by the Customer on his order. WATERFORM assumes no responsibility for errors or omissions in the address.
The Customer shall make sure consignments are received at the times and dates specified by WATERFORM or the carrier. In the event of absence, the Customer shall comply with the instructions given by the carrier.
Shipping fees will not be refunded if a package is returned by the carrier if an incomplete or inaccurate delivery address was provided. Nevertheless, the order will be refunded once it’s back in our premises.

6.2. Delivery times

All indications as to delivery date and shipment are approximate, depending on the modes of delivery. Delivery times start from the date of payment. In case of stock shortage between the order and its processing, WATERFORM will inform the Customer by email about the new delivery date. Then the Customer will get a 90-day period to cancel his order, free of charge and the amount paid will be immediately refunded.
Possible delays are in no case grounds for the cancellation of an order, and do not incur fees, penalties or compensation of any kind.

6.3. Delivery costs

The shipping charges are at the expense of the Customer.
For the deliveries outside mainland France, the Customer shall pay all taxes due on import such as customs duties, value added tax. WATERFORM assumes no responsability if the Customer would not pay taxes is liable for.

6.4. Risks and damage

The Customer should check the parcels upon receipt. In case of damage, the Customer shall either refuse the Products with the deliverer or bring back them to the post office without opening the parcels. Then the customer shall describe the parcel state justifying his refusal, make his notice co-signed by the carrier or receiver and also inform WATERFORM within 72 hours. 

6.5. Claims

Any claim of error of delivery and/or non-conformity of goods in kind or in quality compared to entries on the order form shall be submitted by registered letter within two days upon receipt of the Products.
The Customer shall keep all the elements (Products, packagings, …) as he received them. 

7. RETENTION OF TITLE

WATERFORM keeps the full and whole property of Products sold up to the perfect payment of the price, the principal, expenses and taxes were included.
Ownership shall pass to the Customer once the due amount is credited to the WATERFORM bank account.
These measures do not prevent the transfer to the Customer, from the delivery, of the risks of loss and deterioration.
The Customer agrees to refrain from using the ownership of the Products as a pledge or assigning said ownership as a guarantee.
In the event of seizure as well as confiscation or other orders by third parties the Customer must notify WATERFORM of such without delay.
Any resale or modification of the Products are not allowed until the entire amount of the Products has been paid. 

8. WARRANTY

WATERFORM warrants, on the terms and conditions defined hereinafter, that the Products shall comply with the contractual specifications, WATERFORM warns the Customer against counterfeiting and falsification and recommends him to never buy and use a Product branded WATERFORM that he would not buy himself.

8.1. Review of officicial texts from the Civil Code

Art. 1641: a seller is bound to a warranty on account of the latent defects of the thing sold which render it unfit for the use for which it was intended, or which so impair that use that the buyer would not have acquired it, or would only have given a lesser price for it, had he known of them.
Art. 1648: the action resulting from redhibitory vices must be brought by the buyer within a period of two years following the discovery of the vice.

8.2. Legal warranty

The customer benefits from a legal warranty against faults or hidden defects for products sold.
The Customer shall provide evidence that the vice is prior to the sale, makes the Products unsuitable for their intended use and was not known by the seller at the time of the sale.
Relating to the guarantee of the latent defects, WATERFORM has no obligation to replace without any fee the faulty goods or to refund all or part of the goods without being possible for the Customer to claim damages and interests, for any reason whatsoever the reasons, subject to Article 1645 of the Code.

8.3. Warranty exclusions

The warranty shall not apply in case of damage caused by the Customer, as for an improper use or an accident after the delivery.
The warranty shall only apply to the Products owned by the Customer, that have not been been modified.

9. RESPONSABILITY

Conditions and restrictions of use are specified on the manual provided by WATERFORM. The Customer is liable to respect them. WATERFORM assumes no responsibility for non respect of the conditions of use as communicated.

10. INTELLECTUAL PROPERTY

WATERFORM and its logo are WATERFORM trademarks. Manuals are WATERFORM intellectual property.

11. PERSONAL DATA, DATA PROCESSING AND FREEDOM 

Nominative information gathering is necessary for the processing and delivery of the orders and invoicing.
In accordance with the law on Computing and Freedom, nominative information processing regarding Customers who are natural persons has been the subject of a declaration to the National Commission for Data Protection and Liberties (CNIL-France).
Data are kept for two years after last contact on their website.
The Customer who is natural person has the right to access data held about him or her and make any change or removal by writing to WATERFORM at the following address: 19, rue Maurice Ravel - 25200 Montbéliard, France

WATERFORM undertakes not to disclose the confidential information of its Customers or allow it to be disclosed to third parties, either free of charge or in return for payment.
The archiving of our order, forms and invoices, is done on reliable and long lasting supports in order to provide a true and long lasting copy in compliance with article 1348 of the Civil Code.

12. DISPUTES

Unless otherwise provided, disputes concerning the conclusion, the validity, the interpretation and implementation of the orders or the current general terms and conditions fall under French legislation and will be treated exclusively by the jurisdiction of the District Court of WATERFORM headquarter, France.
Unless otherwise agreed, the laws of France shall apply to these terms and conditions on contracts for the International sale of goods.