TERMS & CONDITIONS OF SALE
OVERVIEW
GreenWaves Technologies SAS is a company incorporated under the laws of France, and registered with the Trade and Companies Registry of Grenoble, under number 808 076 582, having its principal place of business at 28 cours Jean Jaurès, 38000 Grenoble, France.
1. Purpose and scope of application
These general terms & conditions of sale (the “Terms and Conditions”) apply to sales of products and services by GreenWaves Technologies with its customers, hereafter referred to as the “Customer(s)”, to both online and offline purchases, regardless of the place of delivery of the goods or performance of the services and of the place in which the Customer is located. The Customer can see and order GreenWaves Technologies products and services on the website available at www.greenwavesdev2.wpengine.com (the “Site”), or directly by contacting GreenWaves Technologies.
These Terms and Conditions are drawn up in accordance with the principle of transparency that prevails over the relations between the GreenWaves Technologies and the Customer and constitute, in light of the provisions of article L. 441-6 of the French Commercial Code, the sole basis for the commercial negotiations between the parties.
Unless otherwise agreed in writing with GreenWaves Technologies, any order of products or services, regardless of the origin, implies the acceptance of these Terms and Conditions, which prevail over any other document from the Customer, in particular any general terms of purchase.
In accordance with the provisions of article L. 442-6 of the French Commercial Code, the Customer is forbidden from subjecting or attempting to subject the company GreenWaves Technologies to obligations that create a significant imbalance in the parties’ rights and obligations.
2. Information on the products
- Information on GreenWaves’ products
The information displayed on the Site, related in particular to the products or services, is only given as an indication by GreenWaves Technologies, which reserves the right to amend such information, at any time and without notice, in particular in light of new products that may be launched during the year. GreenWaves Technologies has done its best to display as clearly as possible the colors and images of our products that appear on the Site. GreenWaves Technologies cannot guarantee that the display of colors by the screen of the Customer’s computer will be accurate. GreenWaves Technologies is not responsible if the information available on the Site is not accurate, complete or up-to-date. Any offer of service or product by GreenWaves Technologies presented on the Site is void where the law prohibits it.
- Information on third-parties’ tools
GreenWaves Technologies may provide Customer with access to third-party tools over which it does not track, control or influence. The Customer acknowledges and agrees that access to such tools is provided “as is” and “as available” without any warranties, representations or conditions of any kind and without any approval. GreenWaves will have no legal liability resulting from or related to the use of these optional third-party tools.
If the Customer uses the optional tools, he does so at his own risk and at his own discretion, and he should consult the conditions under which these tools are offered by the relevant third-party supplier(s).
3. Orders
An order is final only after its written acceptation, by any means, by GreenWaves Technologies. This acceptance is subject to the absence of “abnormal requests” and with regard to the GreenWaves Technologies policy on outstanding payments in accordance with solvency information available. It may also be subject to the application of specific payment conditions and/or to the provision of appropriate guarantees, in particular if the Customer shows an insufficient financial situation or if past payment incidents have occurred.
- The order must specify the product description, quantities and price list in effect on the date of the order.
- GreenWaves Technologies reserves the right to limit the quantities of any product or service it offers. It reserves the right to stop offering a product at any time. GreenWaves Technologies reserves the right to refuse any order placed by Customer and may, in its sole discretion, reduce or cancel the quantities purchased per Customer or order. These restrictions could include orders placed by or from the same Customer account, the same credit card, and / or orders that use the same billing and / or shipping address.
- Orders placed by the Customer shall be considered as a firm commitment from the Customer. Cancellations and modifications, whether complete or partial, will not be accepted without prior written consent from GreenWaves Technologies. In any event, such amendment will lead to extending the indicated delivery or operation lead time initially stipulated, according to the terms communicated by GreenWaves Technologies to the Customer.
- The Customer is responsible for ensuring that the order meets with its requirements and specifications, in particular on the basis of the indications provided by GreenWaves Technologies on the Site or specific documentation made available by GreenWaves Technologies. In the event that the Customer has failed to request additional information from GreenWaves Technologies prior to placing the order, the Customer acknowledges that it has received sufficient information.
4. Pricing terms
The products are invoiced at the price stated on the Site or price list at the time of the purchase. The prices are net, tax-exclusive prices for unwrapped products, ex-works GreenWaves Technologies’ registered office. All clerical errors are subject to correction.
- GreenWaves Technologies may revise its price list at any time. Any orders placed after the new price list has come into effect will be automatically subject to that new price list. Therefore, the prices stated on GreenWaves Technologies’ Site and/or in its catalogue may be subject to change.
- Any duty, tariff, levy, tax or charge (including without limitation, sales, use, excise, goods and services, harmonized, value-added and withholding taxes), customs levy or inspecting, licensing or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority or measured by any transaction between GreenWaves Technologies and Customer, shall be paid by the Customer in addition to the prices invoiced, and such charges will appear as a separate line item on the invoice.
5. Payment terms
- Invoicing and payment
For all online purchases, invoices are to be paid immediately in order to confirm the order. For all offline purchases, invoices are to be paid within 30 days from the date of invoice, unless a different conventional or legal provision applies. To be admissible, any request for invoice correction must be made within one month of receipt of the statement.
- Payment methods
Payments for purchases made online shall be made by CRL debit directly collected without acceptance.
In all other cases, payments shall be made:
- by CRL debit directly collected without acceptance;
- by bank transfer; or
- by cheque.
All requested information and payment documents must be received by GreenWaves Technologies before the due date indicated on the invoice or statement, to be taken into consideration.
In the event of a judgment opening collective insolvency proceedings, GreenWaves Technologies shall only make deliveries against payment when the order is placed, by cheque, bank transfer or cash, of the goods ordered, at least during the entire observation period. Orders for goods made in this context do not produce any commercial or financial advantage of any kind.
- Late payment
In the event of late payment, penalties will be imposed at the interest rate applied by the ECB to its most recent refinancing operation plus ten (10) percentage points, payable on the day following the payment date, without prejudice to any additional compensation. The Customer will also be liable for compensation for recovery costs of forty (40) euros, without prejudice to GreenWaves Technologies’ right to claim additional compensation subject to production of supporting documents. Any invoice that is not paid on its due date will cause all other sums owed to GreenWaves Technologies to fall automatically due for payment, in particular sums owed in respect of current orders, which will be deemed indivisible without further formality. All orders in progress will be suspended until full payment is made of the sums that have fallen due for payment. Suspended deliveries will only resume when payment has been made.
- No offsetting
The Customer has no right to automatically suspend or offset a payment for any reason whatsoever, in particular when a dispute is pending concerning an alleged late or non-compliant delivery, in accordance with the provisions of Article L. 442-6, I, 8° of the French Commercial Code. The same applies to any setoff between a product invoice and any credit note requests, service invoices or penalty invoices from the Customer.
- Guarantee or payment requirement
Any deterioration in Customer’s creditworthiness entitles GreenWaves Technologies to require any guarantee, cash payment or banker’s draft, before processing received orders.
6. Delivery
The delivery lead times are given as an indication only. Similarly, any delays in delivery may not be deemed as grounds for cancelling the order or claiming an indemnity, in particular in the case of a force majeure event as defined in article 13 below.
Moreover, in accordance with opinion no. 04/04 of the CEPC (Commission for examining commercial practices) of 7th July 2004, the Customer is forbidden from applying late penalties, in the event of late delivery, the amount of which would constitute a disproportionate and severe penalty. In this respect, no penalty will be accepted by GreenWaves Technologies, without the latter’s prior, written consent, regardless of the grounds on which the penalty is based.
- All of our goods are sold ex-works GreenWaves Technologies’ registered office Grenoble, unless otherwise stipulated in special terms and accepted by GreenWaves Technologies.
- Unless otherwise expressly agreed, all risk of loss or damage to products passes to Customer EX-WORKS GreenWaves Technologies’ registered office Grenoble, which can be modified by simple information transmitted to the Customer. If the products are shipped by GreenWaves Technologies to the place of delivery designated by the Customer, the transport costs and any related costs are re-invoiced to the latter in full. GreenWaves Technologies reserves the right to split deliveries relating to an order.
7. Receipt of the products
Without prejudice to the measures to be taken towards the carrier, claims for apparent defects or non-compliance of the products delivered with the ordered goods must be specified upon receipt in writing by registered letter with acknowledgment of receipt or express mail within 10 days following the delivery of the products (signature date on the carrier’s delivery note). Beyond this delay GreenWaves Technologies shall be discharged of any obligation towards the Customer. It will be the Customer’s responsibility to provide supporting documentation regarding the real nature of any defects or anomalies noted. That party shall grant GreenWaves Technologies every leeway for the purpose of assessing these defects and setting them right, and shall refrain from intervening himself, or from asking any third party to intervene for this purpose.
8. Product returns
Products returned to GreenWaves Technologies without prior written authorisation will be refused without exception and related costs invoiced to the Customer.
The fact that GreenWaves Technologies has consented to the return of a particular product does not give the Customer the right to return other products, even if they are identical.
The costs and risks relating to the return of products shall always be borne by the Customer, except in cases where GreenWaves Technologies instigates the return (example: delivery mistake). In no case will products be taken back for reasons of being unsold.
Where the product is being returned on the basis of a “quality” issue (damage, defects, non-conformity), the product will be returned according to the current procedure as notified to the Customer on request.
The products must be returned in their original packaging, in perfect condition and accompanied by the original delivery note, or in the absence of its exact references supplemented by a detailed list of the products returned with all their characteristics.
9. Retention of title clause
Notwithstanding any clause to the contrary, delivered goods shall remain the property of GreenWaves Technologies until full payment of their purchase price, ancillary costs, and penalties, if any. The Customer undertakes that the products in stock shall be identifiable until full payment has been made. Products remaining on stock are supposedly those for which payment is outstanding.
Failure to pay by any of the due dates may result in the products being reclaimed. These provisions do not prevent, as from delivery, the transfer to the Customer of risks of loss or deterioration of the products as well as any damage they could cause. The mere delivery of a document creating an obligation to pay (bill of exchange, promissory note, cheque) does not constitute payment within the meaning of this clause, GreenWaves Technologies’ original claim on the Customer remaining with all the guarantees attached to it, including the retention of title until such time as the said payment obligation has been fulfilled.
Return of the goods shall be at the cost and risks of the Customer. Furthermore, in case of resell, the claim may be exercised on the goods price, or on any corresponding debt, including in the hands of any holder or assignee. The Customer shall refrain from removing any packaging or labels appearing on products in stock and not yet paid for.
In the event of seizure or attempted seizure by a third party, the Customer undertakes to mention the right of ownership and to notify GreenWaves Technologies without delay.
10. End of life of professional electrical and electronic equipment
In accordance with the provisions Articles R. 543-172 et seq. of the Environment code and Directive 2011/65/EU of 8 June 2011 relating to the composition of electrical and electronic equipment and the disposal of waste from such equipment of the French Environmental Code, GreenWaves Technologies joins as a producer, an eco-organisation in charge of collecting and recycling waste electrical and electronic equipment.
Pursuant to Article L. 541-10-2 of the French Environmental Code, it is the Customer’s responsibility to inform the consumer of the cost of disposing of waste electrical and electronic equipment, by a special mention on the invoice when an invoice is issued or by any other appropriate means in other cases.
11. Warranties
- Commercial warranty of the products
GreenWaves Technologies guarantees the replacement or refund of non-conforming products for a period of 24 months from their delivery. The warranty only applies to products lawfully purchased. It applies only to products entirely and exclusively manufactured by GreenWaves Technologies. The warranty ceases automatically at the end of this period. GreenWaves Technologies does not guarantee any particular commercial quality or any particular use, not stated in the technical or commercial documentation of GreenWaves Technologies.
- Exclusions of warranty
GreenWaves Technologies will not be held liable and does not guarantee faults, damages and deterioration due to:
- normal wear and tear or an external accident,
- a modification of the goods which was neither foreseen nor specified by GreenWaves Technologies,
- a force majeure event or an act of a third party,
- non-compliance with the indications, documentation and possible recommendations of GreenWaves Technologies,
- a misuse or a lack of maintenance on the part of the Customer,
- non-compliance with the storage conditions and/or conditions of use of products whatsoever.
12. Liability
To the extent permitted by applicable law, in no event shall GreenWaves Technologies, its Affiliates, agents, employees or principals, be liable for the following damages:
- indirect, incidental, exemplary, special or consequential damages;
- loss or corruption of data or interrupted or loss of business; or
- loss of revenue, profits, goodwill or anticipated sales or savings.
To the extent permitted by applicable law, all liability of GreenWaves Technologies, its Affiliates, agents, employees, collectively, to the Customer, whether based in warranty, contract, tort (including negligence), or otherwise (other than as may be required by applicable law in cases involving personal injury), shall not exceed, in the aggregate, the total amount of one thousant euros (€1,000). This limitation of liability is cumulative and not per incident.
The Customer guarantees the waiver of recourse by its insurers or third parties in contractual relationship with it, against GreenWaves Technologies or its insurers beyond the limits and exclusions set out above.
13. Force majeure event
Neither party shall be liable for any delay or failure to perform any of the obligations under the contract if such delay or failure is the direct or indirect result of a case of force majeure within the meaning of Article 1218 of the French Civil Code together with French case law.
Each party shall inform the other party, within a maximum of 2 days from the occurrence of a case of force majeure by registered letter with acknowledgment of receipt or by e-mail.
The obligations of the parties which cannot be performed due to a case of force majeure shall be suspended for the duration of the said case and within the limit of the effects of this case of force majeure, except for the obligation to pay the sums due.
In the event force majeure lasts more than sixty (60) calendar days from receipt of the notification, any party will be entitled ipso jure to terminate the agreement by written notification taking the form of a recorded letter with acknowledgment of receipt, with immediate effect.
14. Intellectual Property Rights
The Customer acknowledges that GreenWaves Technologies retains exclusive ownership in all intellectual property rights in and to the products offered for sale on the Site and all underlying technologies and associated Documentation related thereto.
GreenWaves Technologies grants a non-exclusive and non-transferable licence to the Customer to use the products and embedded software in order to enable the use of a final product by end users, embedding Greenwaves Technologies products and underlying technologies. The use of the software embedded in the products may be subject to specific license terms.
The Customer shall not remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks.
15. Personal Data
GreenWaves Technologies processes the personal data necessary for the implementation, management and invoicing of the contract concluded with the Customer, in accordance with the applicable regulations on personal data and in particular European Regulation No. 2016/679.
The Customer’s personal data may be communicated to certain entities affiliated with GreenWaves Technologies as well as to certain partners or subcontractors for the purpose of training and contract performance.
GreenWaves Technologies requires its affiliates, partners and subcontractors to use the Customer’s personal data only for the services it requests them to provide and to act in all circumstances in accordance with applicable personal data protection regulations.
The Customer’s personal data is stored by GreenWaves Technologies for the duration of the commercial relationship with the Customer plus 5 years.
GreenWaves Technologies will maintain appropriate administrative, physical and technical safeguards, which are designed to protect the security, confidentiality and integrity of personal data processed by GreenWaves Technologies.
To the extent required by applicable law, in particular EU Regulation 2016/679 relating to General Data Protection Rules, the Customer may have the right to access certain personal data process by GreenWaves Technologies, request that GreenWaves Technologies updates or modifies such personal data when inaccurate, object or restrict to our use of personal data, withdraw its consent at any time when GreenWaves Technologies processes the Customer’s personal data based on the Customer’s consent, and request that GreenWaves Technologies deletes the Customer’s personal data, by writing to [email address].
If the Customer thinks that the way GreenWaves Technologies processes its personal data does not comply with applicable data protection laws, the Customer can contact the relevant competent data protection authority and file a complaint. The information for contacting EU data protection authorities is available at http://ec.europa.eu/justice/article-29/structure/data-protection-authorities/index_en.htm.
16. Export Controls
You may not use or otherwise export or re-export the products except as authorized by applicable laws and the laws of the jurisdictions in which the products were obtained.
17. Complete Agreement
If a provision of the Terms and Conditions is found to be void or unenforceable, the remaining provisions shall remain in full force and effect. Except as expressly stated or as expressly amended in a signed agreement, the Terms and Conditions are the complete agreement between the parties with respect to the products and services provided by GreenWaves Technologies and supersede all prior or contemporaneous communications, understandings or agreements (whether written or oral) regarding this subject matter.
To the extent permitted by applicable law, the parties agree that the English version of the Terms and Conditions will govern in the event of a conflict between it and any version translated into another language.
18. Notices
GreenWaves Technologies may provide the Customer with notice via email and/or postings on the GreenWaves Technologies.com website. Notices to GreenWaves Technologies should be sent to [postal and email address].
19. Dispute Settlement and Governing Laws
The validation, interpretation, modification, fulfillment, and dispute settlement of these Terms and Conditions are governed by the laws of the France, without regard to conflict of laws.
If any dispute arises concerning the content or performance of these Terms and Conditions, the dispute shall be settled through amicable settlement. In the event that the dispute cannot be settled through negotiation, either party could submit the dispute to the French courts.