GENERAL TERMS AND CONDITIONS OF SALE WOUARF (Customers)
The present General Terms and Conditions of Sale are concluded between:
ON THE ONE HAND,
Whose headquarters are located at 12 rue des weppes 59000 Lille RCS n° B 449 792 667
In the person of its legal representative, duly authorized
Hereinafter referred to as “Wouarf”
ON THE OTHER HAND,
Natural or legal persons wishing to purchase software or merchandise to WOUARF company,
Hereinafter referred to as “the user” or “the customer“.
Collectively referred to as “the Parties“.
Area of Application:
The present General Terms and Conditions of Sale apply to all sales concluded by WOUARF.
The e-commerce website is primarily aimed at professionals (schools, companies, communities…).
The present General Terms and Conditions of Sale applicable in metropolitan France, take precedence over any general purchase conditions, including the client’s general terms and conditions of purchase which are only considered to be accepted if there is a written agreement from the direction of WOUARF. Sales brochure, catalogs, “user” documents, and goods advertising are not contractual documents.
It will remain in effect until the application of new General Terms and Conditions of Sale by WOUARF.
WOUARF reserves the ownership of any computer program products which are the goods and any graphic and multimedia design, and other materials protected by copyright. These programs may not under any circumstances be copied, transferred or edited without prior written authorization from WOUARF.
The license agreement is transferred to the end client only after complete payment of the price.
The goods are payable in full either directly online on our website www.speechi.net, by providing a credit card number (SSL secure mode), or by check directly payable to WOUARF, or by bank transfer.
WOUARF will not be held to make the delivery of goods ordered by the customer if he does not pay the price according to the conditions and procedures presented herein.
In case of delivery of the software through a simple files downloading: Once the software has been ordered online and sufficient credit on the customer’s account has been verified by WOUARF, WOUARF will send during working hours to the address provided by customer the file(s) and license information related.
In case of physical delivery of the software or merchandise: WOUARF undertakes to deliver the goods within a reasonable time from the receipt of the order or from the product launch, if this is a new version. However, non-compliance will give no right to the payment of any consequential compensation and cannot involve WOUARF liability.
Delay or Default of Payment
If payment periods have been agreed, at the expiry of the term the customer is in default without any need of follow up. The payment default at the required date results in the suspension of all current orders; the immediate payability of outstanding amounts; the application of late payment interest equal to 1.5% per month with an exemption of twenty (20) days ; the right to claim full payment before the delivery of merchandise for future orders.
Transfer of Ownership
WOUARF reserves the ownership of sold merchandise until complete payment of the price by the customer.
The buyer commits himself, in case of post-delivery payment, to ensure these products for the benefit of WOUARF against loss or damage, as a result of fortuitous, by ad-hoc insurance.
In case of non-payment on the due date, full or partial, WOUARF may, without prior notice, regain control of the goods and accessories. Any amount already paid by the customer will remain acquired by WOUARF as compensation. The customer will clearly designate these products as the property of WOUARF and will take the appropriate insurance to cover the damages or any compensation.
I our responsibility was entailed as a result for breach or improper performance of our contract, the total compensation may not, by express agreement, exceed an amount equal to the price of the merchandise which caused the damaged.
The buyer is deemed to acquire WOUARF goods at his own risk, WOUARF having no responsibility for any defect affecting such goods or any damaging consequences which could result from such defects.
The merchandise is approved on departure and travel at the risk of recipients, even in case of free shipment. In the event of damage, loss, wet, the customer must make a written reasoned claim to the carrier and copied to WOUARF, within the legal time limits (3 days from the date of delivery).
For lack of reserves specifically emitted by the customer at the time of the delivery, the delivered products will be reputed conform in quantity and quality to the order.
In the event of notice of defects in good time, WOUARF will replace as soon as possible and at its expense the delivered products whose nonconformity has been duly proven by the client.
In case of force majeure or fortuitous event such as: import ban, strikes, disorder in the country, shipping Casualties, fire, flood, absence of the railways or any other impediment beyond our control or our suppliers control, the delay in delivery cannot be a ground for refusing merchandise or for the cancellation of the contract by the customer. In addition, non-compliance, total or partial, resulting from these causes would entail no right to compensation or replacement of the merchandise not delivered.
Return of Goods
No return will be accepted without a previous written agreement from Commercial Management of WOUARF, in which case WOUARF would accept re-dispatched only if the products are in condition for resale. No return will be accepted in case of software delivered by downloading wherein unlock code has been transmitted by Wouarf, or delivered on CD-ROM, returned unsealed.
In the case of a number of returned software not equal to the number of returned software agreed upon by the parties, then WOUARF would submit, directly by fax to the party concerned and within 48 hours, the actual amount found. The latter has a 48 hour to possibly contest the validity of such information. Failure to provide a reply within this time-limit constitute implicit acceptance of the number indicated by WOUARF which will then prepare the corresponding credit note.
In the event of a case of force majeure recognized as such in the Jurisprudence, WOUARF is not liable for failure to deliver or late delivery of the software, and the customer cannot claim any possible prejudice.
Jurisdiction and Arbitration
Any litigation relative to the interpretation, execution or rupture of the contract will be submitted to French Law. In the event of dispute for any reason whatsoever, special and exclusive jurisdiction is granted to the competent commercial court of Lille, which shall be the sole jurisdiction.
The present General Terms and Conditions of Sale are expressly approved and accepted by the customer, who declares and acknowledges that he is well aware of them. Customer thus renounces the right to exercise any contradictory document, in particular their own general terms and conditions of purchase.
SALES FROM THE WEBSITE www.speechi.net
The following additional terms apply only to sales from the website www.speechi.net.
These additional terms only apply to direct sales from the website www.speechi.net .
The parties agree that their relations will be governed exclusively by this contract, made up of the general and additional terms, to the exclusion of any other condition. If a condition is found to be lacking, it would be governed by the procedures in force in the area of distance selling companies whose headquarters are in France.
Software are available in demo version, therefore the user has verified the suitability for his needs prior the acceptance of these terms. It is recommended to test in advance the software to ensure this point.
The license agreement is appended to the present general terms and conditions and form an integral part of this contract.
The aim of these general terms and conditions is to define the sales procedures between WOUARF and the user for the sale of software and merchandise proposed.
They cover all of the stages required to place an order and ensure the pursuit of this order.
The order is pursued in the following way: by following the different steps to order on the website.
Any order implies acceptance of the price in force on the day the order is placed.
WOUARF undertakes to fulfill the received orders, barring any event beyond its control.
In the case of WOUARF liability, latter undertakes to change the support of the software. The exchange must be made within fifteen days from the date of receipt of the software by the user.
No exchange can be made in the case of software downloading after unlock code has been sent or in case of software delivered on unsealed CD-ROM. The sale will be considered as concluded.
In the light of Article L.121-20-2, in terms of digital service provision, the User may not exercise the right of withdrawal .
For all the stages of website access, order processing, delivery or post-delivery services, WOUARF is bound only by a best effort undertaking. WOUARF may not be held responsible for any inconveniences or damage inherent to Internet use, in particular service failure, external intrusion, the presence of IT viruses, or any qualified occurrence of force majeure, in accordance with case law.
In accordance with Article 34 of the Law of 6th January 1978, The User have the right to access and modify his personal information.
All the contents issued by WOUARF, including the pictures and underlying technology, are protected by copyright, trademarks or patents. They are the exclusive property of WOUARF.
The present General Terms and Conditions apply during all the duration of online services offered by WOUARF.
The present General Terms and Conditions express the entirety of the obligations of the Parties.
No indication, representation or document will create any obligations not included in these terms, unless the Parties have signed a supplementary agreement.
No correspondence prior to the acceptance of the present General Terms and Conditions will create any obligations not included in these terms.
The computerized records retained in the IT systems of WOUARF, or its partners, under reasonable levels of security, shall be deemed to be proof of communication, orders and payments made between the Parties.
If any provision of these Terms and Conditions is held to be invalid, or is declared as such as the result of a legal decision made by a competent legal authority, the other stipulations will retain their full force and effect.
WAIVER AND TOLERANCE
It is formally agreed between the counter-parties that any tolerance or renunciation by one of the Parties to inforce all or part of the rights and obligations provided for in the present Terms and Conditions, whatever the frequency and the duration, cannot be construed as modification of this terms, or as conferring any right whatever.