Wormsensing — General Terms and Conditions of Sale
1. Application of the GTCS — Enforceability
1.1. The following General Terms and Conditions of Sale ("GTCS") proposed by Wormsensing S.A.S (the "Vendor") are the foundation of all commercial negotiations and are systematically shared or sent to each customer in order for him to place an order. A Purchase Order equals acceptance without limitations of the following GTCS, that prevail on all other customer purchase conditions.
1.2. The Purchase Order, the GTCS and the price list, ranked in this order of priority, establish the contractual framework of the relationship between the Vendor and customer (the "Contract").
1.3. The fact that the Vendor does not invoke any of these GTCS at a given moment cannot be interpreted as a waiver of the right to invoke any of said conditions at a later time.
2. Subject
2.1. The GTCS are intended to set out the terms and conditions under which the Vendor provides the customer with the Vendor's products.
2.2. The customer acknowledges acting as a professional within the meaning of the Consumer Code and declares that the contract concluded with the Vendor falls within the scope of the customer's main business activity.
3. Orders
3.1. To be valid, any Purchase Order must be sent by the customer to the Vendor using a compliant Purchase Order and must specify, in particular, the quantity, type, and references of the products sold, as well as the agreed price, payment terms, delivery location and date, or pickup details.
3.2. Purchase Orders are only considered final, even when placed through the Vendor's representatives or employees, once (i) the corresponding Purchase Order, duly completed, has been sent in writing to the Vendor via email at the following address: backoffice@wormsensing.com and (ii) the Vendor has confirmed in writing to the customer the Purchase Order.
3.3. The Vendor will fulfil orders based on their order of arrival. However, the Vendor reserves the right to refuse or modify any Purchase Order in the event of a shortage or other reasonable legitimate reason.
3.4. The benefit of the Purchase Order is personal to the customer and cannot be transferred without the Vendor's consent.
4. Purchase Order Modification and Cancellation
4.1. Any modification or cancellation of a Purchase Order requested by the customer will only be considered if received in writing before the shipment of the products.
4.2. If the Vendor does not accept the modification or cancellation of all or part of the Purchase Order, any deposits paid can only be refunded in the form of merchandise credit. The Vendor reserves the right to invoice cancellation fees, without prejudice to any other legal remedies.
4.3. After a period of seventy-two (72) hours following order confirmation, the Vendor reserves the right to make any modifications it deems necessary to its products at any time and to change, without prior notice, the models defined in its brochures or catalogues.
5. Price
5.1. Products are supplied at the tax-exclusive prices in effect at the time the order is placed, expressed in euros, to which the applicable VAT on the order date will be added. Any change in the VAT rate may be reflected in the price of the products or services.
5.2. The prices indicated on the Purchase Order are based on the pricing schedule in effect on the date of the signature of the Purchase Order, as annexed to it. Unless otherwise agreed, prices are quoted net, excluding shipping costs.
5.3. Unless otherwise agreed, the prices stated in the order are valid for a maximum period of three (3) months.
5.4. Any tax, duty, fee, or other charge payable under French regulations, or those of an importing or transit country, shall be borne by the customer.
6. Delivery
6.1. Terms
Delivery is carried out in accordance with the terms specified in the Purchase Order, either by direct handover of the product to the customer, by a simple notice of availability, or by delivery to a shipping agent or carrier at the Vendor's premises. In the case of availability for pickup, the customer agrees to take delivery of the products within five (5) business days following the notice of availability.
6.2. Delivery time
Deliveries are made based on availability and in the sequence in which Purchase Orders are received. Delivery times are given as accurately as possible but depend on the Vendor's supply and transportation capabilities. Exceeding the delivery time shall not entitle the customer to claim damages.
6.3. Risks
Products are deliverable free of charge or cash on delivery to the agreed location; in all cases, they travel at the recipient's own risk. In the event of damage or shortages, the recipient must make all necessary observations and confirm their reservations by an extrajudicial act or by registered letter with acknowledgment of receipt to the carrier within three (3) days following receipt of the goods.
7. Reception
Without prejudice to the actions to be taken with the carrier, any claims regarding apparent defects or non-conformity of the delivered product with the ordered product or the shipping slip must be made in writing within eight (8) days of the arrival of the products. The customer is responsible for providing any evidence regarding the existence of the defects or discrepancies observed.
8. Returns
Any product return must be subject to a formal agreement between the Vendor and the customer. Any product returned without this agreement will be held at the customer's disposal and will not result in the issuance of a credit note. No returns will be accepted after a period of seventy-two (72) hours following the delivery date. Any return accepted by the Vendor will result in the issuance of a credit note in favour of the customer, after a qualitative and quantitative inspection of the returned products.
9. Warranty
9.1. Scope
The products are guaranteed against any material or manufacturing defects for a period of twelve (12) months from the date of delivery. This warranty applies under normal usage conditions and in accordance with the usage instructions. Under this warranty, the Vendor's only obligation will be, at their discretion, to either replace or repair the product or the defective part.
9.2. Exclusions
The warranty does not apply to apparent defects. The warranty also excludes defects and damages caused by normal wear and tear, force majeure, external accidents, use contrary to the intended purpose of the products, non-compliance with the usage instructions, lack of maintenance, or any modifications to the product not authorized or specified by the Vendor.
10. Billing
An invoice is issued by the Vendor in electronic format, which the customer expressly accepts, and is sent to the customer by email for each delivery and issued at the time of delivery.
11. Payment
11.1. Unless otherwise stated in the Purchase Order, amounts due to the Vendor are payable net without discount, either by direct bank debit, or by bank transfer within 30 days from the invoice date.
11.2. In the event of late payment, the Vendor may suspend all ongoing orders. Any amount not paid by the due date indicated on the invoice will automatically incur late payment penalties equal to three times the legal interest rate. A fixed fee of 40 euros will also be charged for collection costs.
11.3. Any deterioration in the customer's credit may justify the requirement of guarantees before the execution of received Purchase Orders.
12. Risks
The customer bears the risks, even for free-of-charge sale, from the moment the goods are dispatched from the Vendor's warehouse. Goods travel at the customer's own risk.
13. Limitation of liability
The total cumulative liability of the Vendor and/or its organs, employees and agents with respect to any subject matter relating to the supply of products or the provision of services by the Vendor shall be limited to an amount equal to the price paid or payable to the Vendor for the non-conforming products and/or for those which have not been properly and/or timely delivered. Any liability for consequential, incidental, direct or indirect losses, such as loss of profit, loss of production, loss of investment, costs of the purchasing of replacement parts, products recall costs, costs of dismantling and reassembly, third party claims or expenses, shall be excluded.
14. Retention of Title
The delivered products remain the property of the Vendor until payment of their price has been made in full. The customer may not resell the products without the prior express authorization of the Vendor. However, the risks are transferred upon delivery.
15. Intellectual Property
Patents, trademarks and logos, designs, models, copyrights, trade secrets, manufacturing secrets, and other confidential information (including formulas, compositions, manufacturing processes and techniques, software, SOPs), databases, know-how, and other industrial property rights, whether or not subject to registration, that belong to the Vendor and relate to the products remain the exclusive property of the Vendor. The customer is prohibited from infringing upon the Vendor's Industrial Property Rights, particularly by attempting to copy, compile, decompile, disassemble, translate, analyze, reverse engineer, or attempt any such action.
16. Distribution
The products sold by Wormsensing may not, under any circumstances, be resold outside of Wormsensing's network or authorized distributors without Wormsensing's prior written consent. In the event of a breach, Wormsensing reserves the right to terminate any and all commercial relations with the defaulting customer, suspend or cancel any pending orders, and initiate any legal or judicial action.
17. Force Majeure
The Vendor shall not be liable for any failure to meet its obligations directly or indirectly resulting from force majeure events recognized by French regulations and courts (including fires, floods, strikes, lockouts, epidemics, cyber-attacks, power outages, intervention by a legal, judicial, or administrative authority) or from an event beyond its reasonable control. If the force majeure event lasts more than one (1) month, the Purchase Order may be terminated automatically by either party.
18. Evidentiary Value
The Vendor and the customer agree that all data, information, files, and any other digital elements exchanged between them shall constitute admissible, valid, enforceable evidence with the same probative value as a written document. The above provisions related to evidence do not apply to notifications between the Vendor and the customer that require registered mail with acknowledgment of receipt.
19. Jurisdiction — Dispute Resolution
The GTCS shall be governed by, and interpreted and construed in accordance with French Law. Should there be any inconsistency or conflict between the English and French versions of these GTCS, the French version shall prevail. In the event of a dispute, the parties will seek an amicable resolution. If not reached within two (2) months, the Commercial Court of Grenoble shall have exclusive jurisdiction.