General terms and conditions of sale
WEEEDOIT, a simplified joint stock company with a capital of €10,000, identified under the number 889 064 457 RCS Nanterre, whose registered office is located at 212 boulevard bineau in Neuilly-sur-Seine (92200), (hereafter referred to as “WEEEDOIT”) is specialised in the purchase, resale of computer, electronic and telecommunications components and equipment, filing
sale, repair of computers and peripheral equipment (hereafter “the Hardware”), the provision of service and advice (hereafter “the Services”) as well as in the distribution of standard software licenses or SAAS solutions of which he is not the editor, and to which the Client subscribes through WEEEDOIT (hereafter “the Software”). The Hardware, Services and Software are together referred to hereafter as the “Products”.
The Client acknowledges having read the characteristics of the Products and their prices, and having made sure that they meet his needs before ordering from WEEEDOIT. Acceptance of WEEEDOIT’s commercial proposal, of the quotation established by WEEEDOIT, or the placing of an order by the Client implies the Client’s unreserved acceptance of the present Terms and Conditions.
If services are associated with the supply of Products, they will be subject to WEEEDOIT
‘s General Terms of Services.
WEEEDOIT and the Client are hereafter individually designated by a “Party” and collectively by the “Parties”. The WEEEDOIT
Proposal is valid for a period of thirty (30) days from its date of issue, unless otherwise specified in the
Terms beginning with a capital letter, used in the singular or plural, shall have the meaning given below:
Special Conditions: refers to all the provisions agreed between the Parties, supplementing or derogating from these General Conditions when these allow it.
Contract: refers to the whole made up of the General Terms and Conditions and the WEEEDOIT Offer accepted by the Client, to the exclusion of any other document.
Data: refers to the Customer’s data, contents and files. The Data remains the property and responsibility of the Client. They may contain Personal Data.
Personal Data: means personal data as defined by EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016, the collection, use and processing of which is regulated.
Day(s): means, unless otherwise stipulated in the Offer and these General Terms and Conditions, the working days in France between Monday and Friday inclusive (whether or not the word appears with a capital letter).
WEEEDOIT Offer or Offer : refers to the WEEEDOIT commercial proposal or the WEEEDOIT quote, and any Special Conditions agreed upon in writing to the Client.
Territory: means, unless otherwise specified in the Offer, Metropolitan France (excluding Corsica and DROM COM).
The purpose of the present Terms and Conditions is the sale by WEEEDOIT of Materials, Services or the distribution of Software licenses to the Client.
They shall prevail over any contrary or additional provisions contained in any quotation, or any similar communications exchanged between the Parties before and during its execution, unless such provisions have been expressly agreed in writing by the Parties (e.g. in Special Terms and Conditions, specific contract or framework agreement). The Customer’s general terms and conditions are inapplicable and cannot derogate from the Agreement.
All orders must be the subject of an order form containing at least the following information in addition to the legal notices:
Client’s corporate name, registered office, SIRET number, order reference, billing address, delivery address, precise description of the Products, WEEEDOIT references, quantity, unit price, net price excluding VAT, payment method, name and position of the Client’s contact person.
A bank statement must be attached to any first order.
Any order will only become final after verification of the order form and sending by WEEEDOIT of an order confirmation. WEEEDOIT may express any reservations on orders received that do not conform to the WEEEDOIT Offer and to the present terms and conditions.
All orders, once received by WEEEDOIT, cannot be cancelled or modified without the written consent of WEEEDOIT.
In case of unavailability of a Product, WEEEDOIT will be able to propose an equivalent Product in technical terms. After acceptance of the Product by the Client, the Product and its price will be subject to the provisions of the Contract. WEEEDOIT cannot be held responsible by the Client in case of unavailability of a Product.
The prices of the Products will be those appearing in the WEEEDOIT Offer accepted by the Client.
The prices are firm and final. They are increased by all duties and taxes applicable on the day of invoicing, as well as WEEE eco-contributions according to the regulations in force at the time of sale.
Payment must be made in cash when the order is placed, unless otherwise agreed between the Parties in the Special Terms and Conditions when the Parties maintain a regular flow of business between them.
In the event of late payment, invoices shall automatically become payable in cash when the order is placed.
Any deterioration in the Client’s credit may be justified at any time:
the reduction of the Client’s outstanding balance ceiling, possibly granted by WEEEDOIT, which may lead to a suspension of current orders; the
requirement of a cash payment at the time of placing the order, before shipping the Products.
No discounts will be granted for early payment.
In accordance with articles L.441-6 and D.441-5 of the French Commercial Code, in the event of late payment, the Customer shall be liable for payment by right and without the need for a reminder:
– a late payment penalty calculated per calendar day of delay from the due date to the actual payment date at the minimum rate set by law, i.e. three (3) times the legal interest rate in force on the day of payment,
– a lump-sum indemnity for recovery costs as referred to in Article D.441-5 of the French Commercial Code and any additional costs that may be necessary for recovery purposes.
In the event of disagreement on an invoice, the Customer undertakes to pay the undisputed part of the invoice without delay. Payment by set-off is excluded.
In case of non-payment, notwithstanding the payment of interest or the restitution of the Product in application of the reservation of ownership clause, and without prejudice to any action for damages, WEEEDOIT will be able to declare the sale automatically cancelled, without having to fulfil any legal formality, thirty (30) days after formal notice by registered letter with acknowledgement of receipt.
- DELIVERY – COMPLAINTS
The Products defined in the order forms accepted by WEEEDOIT, are made available to the Client at the address indicated on said order forms.
If for reasons attributable to the Client, WEEEDOIT is unable to make the delivery, the Client will remain liable for the re-delivery costs.
The delivery of Products in stock will take place from the desired date indicated in the order form and confirmed by WEEEDOIT.
For Products not available in stock, the delivery times communicated by WEEEDOIT are indicative and depend on the delivery times of suppliers, wholesalers or manufacturers/publishers.
Upon delivery of the Equipment, in the event of missing or damaged items, it is up to the Customer to express his reservations on the carrier’s document, which he must date, sign and have the carrier countersign. In accordance with the provisions of Article L 133-3 of the French Commercial Code, the Customer must then confirm his reservations by registered letter within three (3) days, not including public holidays. Failing this, the Client must assume the possible consequences of this non-compliance.
Without prejudice to the reservations that the Client must formulate to the carrier in accordance with the legal provisions, all claims related to the Products must be notified to WEEEDOIT in writing, under penalty of inadmissibility, as soon as possible and at the latest within three (3) calendar days, not including public holidays, from the reception of the Products by the Client. In order to be valid, all complaints must mention the references and dates of the corresponding order and delivery documents.
It is up to the Client to provide any justification as to the reality of the non-conformities observed. The Client must, if necessary, allow WEEEDOIT or the sub-contractor he will have designated, to access the Client’s premises and identify the Product(s) concerned in order to proceed to the necessary verifications.
Returns of non-compliant Products will only be authorized and accepted after prior agreement from WEEEDOIT, which cannot be refused without a valid reason.
The Products must be returned unmodified and in appropriate packaging.
The liability of WEEEDOIT is strictly limited to the replacement or reimbursement of any Product(s) that do not conform to the Sales Order, to the exclusion of any other damages.
In the absence of reservations and/or complaints made by the Customer in accordance with the provisions of this article, any Product delivered shall be deemed to be compliant.
- TRANSFER OF OWNERSHIP AND RISKS
WEEEDOIT retains ownership of the Materials until full payment of the price, incidental expenses and taxes. Until the transfer of ownership, the Client is obliged to :
– maintain the Equipment in good working order,
– not to dispose of the Materials in any form and in any manner whatsoever and, in particular, not to resell them, pledge them or create a security interest or any right whatsoever over them for the benefit of a third party,
– not to remove the Materials from the place where they have been delivered without the consent of WEEEDOIT,
– allow WEEEDOIT access to the premises where the Materials are located, during working days and hours, in order to verify or have verified by any third party the existence and the good use of the Materials.
In the event of seizure or any other intervention by a third party on the Materials sold, the Customer is required to oppose this and to inform the said third party of the existence of the reservation of ownership. WEEEDOIT must be immediately notified by the Client, by registered letter with acknowledgement of receipt.
The transfer of risks affecting the Materials takes place upon delivery. To this end, the Customer must take out all necessary insurance with a company known to be solvent.
- CONDITIONS OF SUPPLY OF THE SOFTWARE AND ASSOCIATED SUPPORT
Any supply of Software by WEEEDOIT or subscription to a SAAS solution via WEEEDOIT supposes the Client’s unreserved acceptance of the end-user license contract of the concerned editor (called “EULA” or “CLUF” according to the editor), as well as the general conditions of use of online services available on the editor’s website and/or communicated by WEEEDOIT.
The measures taken by the publisher concerning Personal Data are indicated on the documents communicated by the publisher.
The terms and conditions for the supply of such Software and, where applicable, the associated support, are set out in the Offer.
This licence (or right of use) cannot be transferred, by any means whatsoever, to a third party without the prior written consent of the publisher concerned.
The Customer undertakes to comply with all the Software licence and use conditions established by each of the publishers. In particular, the Customer may not reproduce, modify, decompile or disclose the Software without the prior written consent of the publisher concerned.
The licences or rights of use granted to the Customer may be terminated by operation of law by simple registered letter with acknowledgement of receipt, without notice or judicial formality, in the event of non-compliance by the Customer with the conditions of licence and/or use of the Software or in the event of infringement or attempted infringement of the copyright relating to the Software.
The Materials sold are guaranteed against all material and manufacturing defects for a period of ninety (90) days from the date of delivery.
Beyond the above mentioned warranty period, support and assistance services can be provided by WEEEDOIT within the framework of our maintenance contracts.
Each of the Parties undertakes to respect the confidentiality of all technical or commercial information and documents originating from or relating to the execution of the present contract, hereinafter referred to as “Confidential Information”, which has been revealed to it or to which it would have had access in the course of the negotiation or execution of the Contract.
As such, each Party :
– will only use this Confidential Information for the performance of the Contract;
– will only communicate them to those of its employees to whom such information and documents are indispensable for the execution of the Contract or to third parties with the prior written consent of the other Party;
– will take all necessary measures to ensure confidentiality with regard to its staff and authorised third parties.
This obligation of confidentiality does not apply to the part of the information :
– (b) which has become public property on the date of its communication by the transmitting Party or which would become public property after that date through no fault of the receiving Party;
– already known to the receiving Party at the time of its communication ;
– transmitted to the receiving Party with a written waiver of confidentiality from the transmitting Party ;
– which had to be communicated pursuant to a law, a regulation or an administrative, police or judicial decision.
Unless they have been the subject of a recommendation or consultancy service, the Customer has chosen the Products ordered completely independently. WEEEDOIT can in no case be held responsible for any unsuitability of the Products to the Client’s needs, for any insufficiency of performance or for any lack of compatibility of the Hardware and/or Software between them.
This will also be the case if adjustments have been made necessary for the operation of the Hardware or if technical developments change the compatibility of the Hardware and/or Software.
WEEEDOIT cannot be held responsible, in any way whatsoever, for any indirect damage. Any prejudice or commercial disturbance, loss of profit, loss of profits, operating loss, drop in activity, drop in productivity, replacement costs resulting from the unavailability of Products, loss of Data, constitutes an indirect damage, and therefore does not give the right to compensation.
Whatever the case may be, in case of proven fault, WEEEDOIT’s total responsibility cannot exceed the total amount of Products causing damage.
The stipulations of the present article divide the risk between WEEEDOIT and the Client, the agreed prices reflecting this distribution of risk and the resulting limitation of liability.
By express agreement between the Parties, no legal action or claim from the Client, whatever it may be, can be taken or formulated against WEEEDOIT more than one (1) year after the occurrence of the event.
Given its nature, this article will continue to apply even after the end of the Contract for whatever reason.
These General Terms and Conditions are concluded for an indefinite period of time. They will end upon receipt by one of the Parties of a letter of termination, sent by the other Party by registered mail with acknowledgement of receipt. Except in the event of the Client’s breach of these Terms and Conditions, the termination of these Terms and Conditions shall have no effect on orders in progress and not yet fully paid at the date of termination.
- MAJOR STRENGTH
Neither of the Parties may be held liable for the non-performance of its obligations hereunder, if such non-performance is due to force majeure. In particular, the following are expressly considered as cases of force majeure, in addition to those retained by the jurisprudence of the French courts and tribunals: epidemics, earthquakes, fire, storms, floods, attacks, strikes, blockage of means of transport or supply for any reason whatsoever, government or legal restrictions, blockage of telecommunications, in particular the operators’ networks.
Obligations suspended due to force majeure will be executed again as soon as the effects of the cause(s) of non-execution have ended, within a period of time that will depend on the availability of the moment. In the event that an event of temporary force majeure delays the performance of the said obligations for a period of more than three (3) months, either Party may automatically terminate the Contract or the order concerned by registered letter with acknowledgement of receipt.
However, in the event that the event of force majeure definitively prevents one of the Parties from performing one of its significant obligations, each of the Parties may terminate the Contract without delay by operation of law after notification by registered letter with acknowledgement of receipt.
The Customer undertakes not to export, re-export or transfer, directly or indirectly, the Products and/or technical documentation outside the Territory or in violation of the conditions of the manufacturers and publishers concerned, or the applicable legal and regulatory provisions.
- PERSONAL DATA
WEEEDOIT collects and processes personal data (name, first name, professional email address, professional telephone number) from different contacts at the Client’s premises for :
– ensure the proper management of its relationship with the Customer: commercial management of the Contract, orders, deliveries, invoices, accounting, execution of the Contract, management of the customer account, carrying out satisfaction surveys, management of complaints and after-sales service;
– carry out commercial prospecting and promotional operations for the Client;
– manage any unpaid invoices and disputes with the Client.
These Personal Data are only processed by the different WEEEDOIT departments concerned, in charge of the different aspects of the commercial relationship mentioned above. WEEEDOIT Client’s contact information can be in some cases communicated to WEEEDOIT’s external service providers within the framework of their respective authorizations and only if it is necessary for the above mentioned purposes (chartered accountant, auditor, debt collection company, consulting, email management service provider…).
WEEEDOIT will not transfer these Personal Data to a non-EU country or to a subcontractor who does not have an adequate level of protection, and will not communicate them to any person other than itself, its staff and its possible subcontractors.
This Personal Data is not kept beyond the duration strictly necessary for the management of the commercial relationship, with the exception of data allowing proof of a right or contract which may be the subject of an intermediate archiving policy for a duration not exceeding the duration necessary for the purposes for which they are kept, in accordance with the provisions in force. By way of derogation, the Client’s contact data used for commercial prospecting purposes is retained for a period of three (3) years from the end of the commercial relationship.
WEEEDOIT reminds that the persons concerned at the Client’s place have the right to access, correct, erase or portability their data, or that they can oppose to the processing of their data by WEEEDOIT (or ask for its limitation), or define the fate of their data processed by WEEEDOIT after their death. These rights can be exercised by email to [email protected]
The persons concerned at the Client’s premises also have the right to lodge a complaint with a supervisory authority, in particular with the CNIL (https://www.cnil.fr/fr/plaintes).
- GENERAL PROVISIONS
No waiver by either of the Parties of any of their rights under the terms of the Contract shall constitute a waiver of such rights for the future.
The provisions of the Contract which are intended, by their nature, to remain in force after the expiry of this Contract, will remain in force after the said expiry. These stipulations include, but are not limited to, those relating to confidentiality, payment and limitation of liability.
In the event that one or more of the stipulations herein are considered null, inapplicable or unenforceable by any competent jurisdiction, the other stipulations herein shall remain valid, applicable and enforceable unless otherwise stipulated by the said jurisdiction. The Parties nevertheless agree that in such a case, they will negotiate replacement provisions in good faith.
The Parties shall elect domicile at their respective registered offices.
The Contract is governed by French law.
In the event of a dispute, the Parties will endeavour to find an amicable solution.
IN THE ABSENCE OF AN AMICABLE AGREEMENT BETWEEN THE PARTIES AND FOR ANY DISPUTE ARISING BETWEEN THEM ON THE INTERPRETATION, PERFORMANCE OR TERMINATION OF THE CONTRACT, JURISDICTION IS EXPRESSLY GRANTED TO THE COMPETENT COURTS OF PARIS, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR APPEAL IN WARRANTY, EVEN FOR EMERGENCY PROCEEDINGS OR PROTECTIVE PROCEEDINGS BY WAY OF REFERENCE OR APPLICATION.