Article 2 – ORDERS

Orders may be placed via the Internet on our professional websites, by e-mail to the sales department or by telephone. An order can only be taken into account on return of our definitive and legible quotation without any manual additions that could alter the total amount, with the words “Good for Agreement”, the Customer’s name and signature, and an indication of the method of payment chosen. For orders placed exclusively on the Internet site, your order is confirmed by the sending of an e-mail generated automatically by our site to the e-mail address indicated when you created your Customer Account. When you register your order by selecting a payment method, the sale is deemed to have been concluded (agreement on the goods and the price). The order is automatically cancelled if you fail to enter your bank details or agree to payment on the secure payment site. The order will only be processed once payment has been validated by WFTS. Orders transmitted to WFTS are irrevocable for the Customer upon validation of payment by WFTS. Any request to modify the composition or volume of an order placed by a Customer can only be taken into account if the order has not yet been processed by our computer system and if the request is made in writing (e-mail to the following address hello@waitingforthesun.fr or to your usual adviser) and confirmed by our services. In the event that the Customer places an order with WFTS without having paid for the previous order(s), or in the event of late payment or exceeding the outstanding amount, WFTS may refuse to honour the order and deliver the goods concerned, without the Customer being able to claim any compensation whatsoever. French is the only language offered for the conclusion of the contract.

Article 3 – PRICES

The seller’s price list does not constitute a sale. It may be modified unilaterally without prior notice. Goods are invoiced at the price agreed when the order is placed, subject to the option period (fixed at 3 days in the case of a quotation) and the general economic conditions (taxes, exchange rates, etc.) at the time of delivery. After the option period, it is the Customer’s responsibility to contact our services in order to draw up a new quotation. In the case of products indexed to a currency: any variation of more than 2% to the disadvantage of WFTS in the exchange rate of the currency against the euro defined on the day of the quotation will be passed on to the Customer on the day of invoicing. All prices are net in euros, VAT and all other taxes, freight and insurance costs not included, ex WFTS warehouse. Any tax, duty or other service to be paid in application of French regulations, or those of an importing country or a transit country, are payable by the purchaser. The prices offered include any discounts and rebates that WFTS may be required to grant in view of its results or the assumption of responsibility by the Customer for certain services. No discount will be granted for early payment. WFTS does not manage any outstanding amounts, unless we agree to this in writing.

Article 4 – PAYMENT

Any payment made to WFTS shall not be considered as a deposit. Except in the case of expressly written special conditions or specific conditions granted to the Customer after study of his file, payments must be made by bank transfer when the order is placed, by credit card or by cheque when the order is placed. No cash payments will be accepted. WFTS reserves the right to request a bank cheque from the Customer if the sums involved are significant. In the event that WFTS accepts payment by bill of exchange, the Customer must return the accepted and domiciled bill of exchange to WFTS within a period of eight days; the costs are to be borne by the Customer; if the accepted bill of exchange is not returned within the aforementioned period, payment will become immediately due. In the event of a credit note, this may be used for a period of 1 year from the date on which it was issued, after which time it may not be reimbursed or offset against an invoice. In the event of payment by instalments, expressly accepted by WFTS, non-payment of a single instalment on its due date will render the entire price immediately payable, whatever the conditions agreed previously, even if the instalments have given rise to the drawing up of acceptable bills of exchange; the same will apply in the event of the sale, assignment, pledging or incorporation of the Customer’s business. WFTS may withhold delivery of the goods concerned until the payment guarantee has been provided. In the case of outstanding amounts, these will only be accepted for monthly orders of €3,000 excluding VAT and up to the limit of your outstanding amount. All orders accepted by us are subject to the Customer providing sufficient financial guarantees and effectively paying the sums due on the due date. In the event that the Customer refuses to pay in cash, without any sufficient guarantee being offered by the Customer, WFTS may refuse to honour the order(s) placed and to deliver the goods concerned, without the Customer being able to argue an unjustified refusal to sell, or to claim any compensation whatsoever. For all new Customers, the first order must be accompanied by a Kbis extract less than three months old, in order to open an account. In accordance with article L. 441-6 of the French Commercial Code, late payment penalties are payable in the event of non-payment on the day following the payment date shown on the invoice, without this clause precluding additional damages. The interest rate for these late payment penalties is five times the legal interest rate; any professional in a situation of late payment is automatically liable to the creditor for a fixed indemnity for collection costs of €40, without precluding the possibility of applying additional compensation. The Customer may never, on the grounds of a complaint made by him, withhold all or part of the sums owed by him, or operate a set-off. When the Customer is late in paying all or part of a due date, WFTS may, for this reason alone and without the need for prior formal notice, immediately suspend deliveries, without the Customer being able to claim damages from WFTS. In the event of recourse to legal action, WFTS is entitled to claim from the Customer the reimbursement of costs of any kind related to the legal action and any invoice will be increased by way of a non-reducible penalty clause within the meaning of article 1229 of the Civil Code, by an indemnity fixed at a flat rate of 10% of the amount claimed.

Article 5 – DELIVERY AND TRANSPORT

WFTS takes care of shipping by the carrier of its choice, without this modifying the rules below. Any additional carriage costs, calculated according to weight, are payable by the Customer.

5.1 Risks and transport
The equipment is always considered to have been sold, received and accepted at WFTS’s premises. The risks and perils of transport (in particular loss, damage or theft) are borne by the Customer. It is the Customer’s responsibility, in the event of damage to the goods delivered or shortages, to make all necessary reservations with the carrier. Any product that has not been the subject of reservations on the transport documents and of reasoned protests by registered letter with recorded delivery within 3 days of receipt from the carrier, in accordance with article L. 133-3 of the French Commercial Code, a copy of which will be sent simultaneously to WFTS, will be considered to have been accepted by the Customer. Under no circumstances can WFTS be held responsible for events during transport, destruction, damage, loss (except under the conditions mentioned above) or theft, even if it has chosen the carrier.

5.2 Place of delivery
Delivery is made by handing over the goods directly to the Customer, by sending a notice to the Customer that the goods are available in the shop, by handing over the goods to a carrier, or to the place indicated by the Customer on the order form. In the event of absence at the time of delivery, a second presentation, at the Customer’s expense, is made by the carrier or its representative; in the event of failure to collect the goods from the indicated collection point, the equipment is generally returned to WFTS, which reserves the right to dispose of the unclaimed equipment and to postpone to a later date the execution of the order left unpaid by the Customer for other equipment.5.3 Delivery times
Delivery times are given for information only; they depend in particular on the availability of our suppliers and carriers. WFTS endeavours to respect the delivery times indicated in accordance with the logistical time frame of reference in the profession. Even in the case of written acceptance of firm deadlines, WFTS is automatically released from any commitment relating to deadlines in the following cases: technical contingencies, failure of WFTS suppliers, stock shortages, carrier failure, force majeure, fortuitous event, inaccuracy or lack of information to be provided by the Customer, delay at the Customer’s request, non-payment or incomplete payment, delays related to customs formalities. If WFTS is unable to supply the product ordered, we will inform you and we will offer you the delivery of an equivalent product or a credit note for the value of the unavailable product.

5.4 Receipt of goods
On receipt of the goods, the Customer must immediately check their condition and conformity with the contract. Without prejudice to the measures to be taken with regard to the carrier, in the event of apparent defects or missing products, any complaint, of whatever nature, concerning the products delivered, will only be accepted by WFTS if it is made in writing within 3 days following delivery of the products. It is the Customer’s responsibility to provide all justifications as to the reality of the defects or shortages noted. In this case, the Customer may request the replacement of the non-conforming items and/or the addition to be made to make up for the missing items at the expense of WFTS without the Customer being able to claim any compensation or the cancellation of the order. Unconditional acceptance of the products ordered covers any apparent defect or shortage. A complaint made by the Customer under the conditions and according to the procedures described in this article does not suspend payment by the Customer for the goods concerned.

Article 6- AFTER-SALES SERVICE COMPLAINTS

6.1 Complaints
All claims, whatever their nature, relating to a defect in the goods delivered, an inaccuracy in the quantities, an apparent defect, a missing item, an erroneous reference in relation to the offer accepted or the confirmation of the order by WFTS, must be made in writing (to the Technical Department or to your usual contact) within 3 days of receipt of the goods, without neglecting recourse against the carrier, failing which the right to claim will cease to exist. It is the Customer’s responsibility to provide all justifications as to the reality of this complaint. The Customer must allow WFTS to carry out all on-site verification operations relating to complaints.

6.2 Returns procedure
The labels affixed to all parts are essential for the guarantee. Packaging must be kept in perfect condition. If this is not the case, the Customer cannot benefit from his right to make a claim and must pay the sum of 35 € excluding VAT to cover the costs of packaging parts whose original packaging has disappeared or been badly damaged. Any return of goods requires the prior agreement of WFTS and a returns number. The Customer will receive a return agreement by the means deemed most appropriate by WFTS. Once the return agreement has been obtained, the Customer has a period of 7 days to return the defective goods to WFTS; failure to comply with these stipulations will result in the returned parcel being refused. The return of goods is at the Customer’s expense. However, the cost of returning the goods once the after-sales service has been carried out is the responsibility of WFTS. In the absence of an agreement concerning the return of goods, all returned goods will be held at the disposal of the purchaser at his expense, risk and peril, all transport, storage and handling costs being borne by the Customer.

Article 7 – WARRANTY

7.1 Manufacturer’s warranty
For products with a specific manufacturer’s warranty (warranty paid directly by the manufacturer, or on-site warranty, or specific warranty extension), the Customer must contact the manufacturer directly, without going through WFTS, which does not provide any contractual warranty for these products, subject to article 7.2. WFTS will refuse any return of goods in this context and cannot be held responsible for any failure on the part of the manufacturer in the context of this guarantee.

7.2 Commercial warranty
In the absence of a manufacturer’s warranty, the products sold are guaranteed parts and labour, directly by WFTS against any material or manufacturing defect for a period of 12 months from the date of invoice, unless specific conditions are expressly stated; WFTS is only bound by an obligation of means in the context of this warranty. In the event of the product being immobilised, the warranty will be extended for the time the product is immobilised, if this immobilisation exceeds 7 days. This period will begin to run from the date of receipt of the product by WFTS. This guarantee is limited to the repair or replacement of goods recognised as defective by WFTS, taking into account the use that has been made of them, and this at the free choice of WFTS. The guarantee therefore does not cover labour costs, nor those resulting from dismantling, reassembly and transport operations, except in the case of standard exchange. The WFTS after-sales service can only be used within the framework of the WFTS guarantee or the legal guarantee.

7.3 Legal warranty
Under the warranty for hidden defects or non-conformity, WFTS will only be obliged to replace the defective goods free of charge or to repair them, without the Customer being able to claim damages for any reason whatsoever. Our guarantee only applies to products which have become the regular property of the Customer and which are entirely manufactured by WFTS. It is excluded if our products have been used in conditions of use or performance that were not foreseen. This warranty only covers hidden defects; as our customers are professionals, a hidden defect is understood to be a manufacturing defect in the product which renders it unfit for its intended use and which could not have been detected by the Customer. A design fault is not a hidden defect and our Customers are deemed to have received all written technical information. The Customer undertakes, in the event of receivership proceedings affecting its business, to participate actively in the drawing up of an inventory of the goods in its stock and of which WFTS claims ownership. Failing this, WFTS has the right to have the inventory recorded by a bailiff at the Customer’s expense. WFTS may prohibit the Customer from reselling, transforming or incorporating the goods in the event of late payment. In order to guarantee payments not yet made and in particular the balance of the Customer’s account in WFTS’s books, it is expressly stipulated that rights relating to goods delivered but unpaid will be transferred to identical goods from WFTS in stock at the Customer’s, without it being necessary to allocate payments to a specific sale or delivery. From the time of delivery, the Customer is deemed to be the depositary and custodian of the said goods.

This guarantee is limited to the first 6 months of use, with the guarantee automatically ceasing at the end of this period. Our warranty automatically ceases at the end of this period and if our Customer has not notified us of the alleged defect within twenty clear days of its discovery. The burden of proving the date of use of our products and the date of discovery of the defect lies with the Customer. Finally, WFTS shall not be bound by any guarantee of eviction due to third parties.

7.4 Exclusion of warranty

Under no circumstances can WFTS be held responsible for the loss or alteration of the data or programmes present on the equipment or media (diskettes, hard disks, etc.) which are returned for technical intervention, whether the products are under guarantee or not. WFTS undertakes only to ensure the replacement of defective parts and the repair of damage to goods supplied to the Customer by WFTS. If the equipment cannot be replaced by identical equipment, the Customer will be offered equivalent or superior equipment. In the latter case, the Customer will have to pay any price difference. Subject to mandatory legal provisions, the liability of WFTS is strictly limited to the obligations defined in these conditions or, where applicable, in the express conditions. WFTS cannot under any circumstances be held responsible for any material or immaterial damage that may occur during troubleshooting. WFTS cannot be held responsible under the guarantee for breakdowns or damage resulting directly or indirectly from the following cases any unprotected or prolonged storage, any negligence, error in connection or handling, maintenance and use of equipment not complying with the seller’s or manufacturer’s technical specifications or, more generally, faulty or clumsy use, any addition of complementary or accessory devices to the equipment or use of any parts necessary for the operation of the equipment not complying with the seller’s or manufacturer’s technical specifications, any mechanical, electronic, electrical or other modification or transformation made to the equipment or its connection devices by any third party. In the event of bankruptcy or impossibility of supply by the manufacturer, the Customer may not take action against WFTS, which will not assume any responsibility in terms of warranty on the products of this manufacturer. WFTS declines all responsibility for damage resulting from a defect in a product or repaired by WFTS within a reasonable time.

Article 8 – RESERVATION OF TITLE

All disputes relating to the formation, performance and termination of the contractual obligations between the parties which cannot be settled amicably, will be subject to the jurisdiction of the Commercial Court of PARIS within whose jurisdiction the registered office of WFTS is located, regardless of the conditions of sale, the place of order or delivery, and the method of payment accepted, even in the event of a third party claim or multiple defendants, the seller reserving the right to refer the matter to the Court with territorial jurisdiction over the Customer’s registered office. The attribution of jurisdiction is general and applies whether the claim is a principal claim, an incidental claim, an action on the merits or a summary proceeding. In addition, in the event of legal action or any other action for recovery of debts by WFTS, the costs of summons, court costs, as well as lawyer’s and bailiff’s fees, and all ancillary costs will be borne by the Customer at fault, as well as the costs linked to or arising from the Customer’s failure to comply with the payment or delivery conditions of the order in question. This contract is governed by French law. The application of the Vienna Convention on the International Sale of Goods is expressly excluded. The fact that WFTS does not avail itself at a given time of any of the clauses of the present contract shall not constitute a waiver of the right to avail itself of the same clauses at a later date.

The transfer of ownership of the goods delivered to the Customer will only take place after full payment of the price in principal and accessories or the cashing of accepted bills of exchange or other securities issued for the purpose of settling the price, even in the event of payment terms being granted. Any clause to the contrary, in particular included in the general terms and conditions of purchase, shall be deemed unwritten.

Article 9 – RESOLUTION CLAUSE

In the event of non-payment and unless we prefer to request the full and complete execution of the sale, we reserve the right to terminate the sale after formal notice, which has remained without effect within 48 hours, and to reclaim the goods delivered, the return costs remaining payable by the purchaser and the payments made being retained by us as a penalty clause, without prejudice to any damages that WFTS may claim from the Customer.

Article 10- LIABILITY

Subject to mandatory legal provisions, the total and cumulative liability of WFTS, whatever the cause, is limited to the amount paid by the Customer to WFTS for the order concerned. Under no circumstances will WFTS be entitled to compensation for indirect and/or immaterial or moral prejudice, namely in particular financial or commercial prejudice such as loss of profit, loss of order, operating loss, loss of data, loss of earnings, damage to image, interruption of service, as well as the following prejudice of the same nature resulting from an action for damages brought against WFTS by the Customer due to damage suffered by a third party. Furthermore, WFTS cannot be held liable in the event of any damage whatsoever to the Customer’s data, the latter having to back them up at its own expense. Under no circumstances will these data be re-implanted by WFTS on the equipment in the event of loss. In any event, WFTS is released from all liability and cannot be held liable for compensation in cases of force majeure.

Article 11 – ATTRIBUTION OF JURISDICTION CLAUSE AND APPLICABLE LAW

All disputes relating to the formation, execution and termination of contractual obligations between the parties which cannot give rise to an amicable settlement, will be subject to the jurisdiction of the Commercial Court of PARIS in whose jurisdiction the headquarters is located. of WFTS, whatever the conditions of sale, the place of order or delivery, and the method of payment accepted, even in the event of a warranty claim or multiple defendants, the seller reserving the right to seize the Territorially competent court to which the Client’s headquarters falls. The attribution of jurisdiction is general and applies whether it is a main request, an incidental request, an action on the merits or an interim application. In addition, in the event of legal action or any other debt recovery action by WFTS, summons and court costs, as well as lawyer and bailiff fees, and all ancillary costs will be the responsibility of the Customer at fault, as well as costs linked to or arising from non-compliance by the Customer with the payment or delivery conditions of the order in question. The present contract is regulated by French law. The application of the Vienna Convention on the International Sale of Goods is expressly excluded. The fact that WFTS does not avail itself at a given time of any of the clauses herein cannot constitute a waiver of its right to avail itself subsequently of these same clauses.