In the present general terms of sale:
1.1. “Customer” means any person, organization or business having accepted a commercial proposal from WAVE BUMPER.
1.2. “Terms” means the present general terms of sale.
1.3. “Contract” means the contractual package included in the commercial proposal accepted by the Customer including the present Terms.
1.4. “Standard Solution” means a proposal including provision of BUMPERBLADE and/or BIGBUMP standard products (BIGBUMP Classique or BIGBUMP Vidangeable).
1.5. “Customized Solution” means a proposal including a coastal flooding assessment as well as a dimensional assessment, and provision of customized FRONTBLADE adapted to the specific location to be protected, accompanied by anchoring systems to be fixed on the building; when necessary, Standard Solutions may be used to complete Customized Solutions
1.6. “Assessment” means any study carried out by Wave Bumper provided in the form of a report to the Customer, whether it be a coastal flooding assessment or a dimensional assessment.
1.7. “Coastal Flooding Assessment” means a study giving rise to a report for the Customer and enabling the geomorphic, hydrometric and hydrodynamic analysis of the zone to be protected; this is an optional phase prior to provision of a Product in the context of a Standard Solution but which is compulsory in provision of Products in the context of a Customized Solution.
1.8. “Dimensional assessment” means a study giving rise to a report for the Customer, enabling evaluation of the size and shape of FRONTBLADE Products as well as their internal structure according to mechanical resistance calculations; this is a compulsory phase prior to provision of Customized Solutions.
1.9. “Technical Instructions” means the document in annex to the Commercial Proposal describing the type of Products and the conditions of use.
1.10. “Commercial Proposal” means the sales proposal offered to the Customer by Wave Bumper, including any annexes to this proposal.
1.11. “Party/Parties” means WAVE BUMPER and/or the Client, accordingly.
1.12. “Product” means any physical element (BIGBUMP, BUMPERBLADE, FRONTBLADE, and anchoring system) in Standard or Customized Solutions, in any contract in which they are found and described in Technical Instructions”.
1.13. “WAVE BUMPER” means the company WAVE BUMPER, limited liability company with a capital of 285 120 euros, whose headquarters are located at 9, rue Pierre Georges Latecoere in Bayonne (64100), registered in the Bayonne Trade and Company Register under N° 825 394 026.
2.1. Any Customer who accepts a Commercial Proposal from WAVE BUMPER is deemed to have accepted the present Terms, except for any other general conditions. In the event of contradiction between the Terms and the conditions of an accepted Commercial Proposal, the conditions of the latter will prevail.
2.2. The Contract is established at the date when the Customer signs the purchase order on WAVE BUMPER’s Commercial Proposal by the Customer. The Contract comprising the accepted Commercial Proposal and the present Terms, represents the full agreement between the Parties and replaces any other contract, sales proposal, mail exchanges or any other previous verbal agreement.
2.3. Once the Contract is completed, any modification to the accepted Commercial Proposal must be made in the form of a written agreement signed by both Parties.
3.1. WAVE BUMPER agrees to inform the Customer of the provisional delivery dates for Assessments and/or Products in the Commercial Proposal or, if this is not possible, with undue delay after the signature of the purchase order in the Commercial Proposal. These dates are indicated for information purposes only and WAVE BUMPER cannot be held liable for any delay beyond its own responsibility.
3.2. The Products are delivered Ex-Works (Incoterm 2020) to the location indicated in the Commercial Proposal, with a delivery document in two copies specifying the nature and quantity of the Products. The delivery document must be signed by the Customer or anyone appointed by the latter.
3.3. In any case, WAVE BUMPER has the right to refuse to deliver Products or Assessments to any Customer who has not made the payments due in the Contract.
3.4. The Parties may agree on partial or phased deliveries, and/or specific packaging of Products, in the Commercial Proposal or in any annex to the Contract.
4.1. Prices of Assessments or Products are those indicated in the Commercial Proposal.
4.2 Payments for Assessments will be made by the Customer to Wave Bumper according to the following terms:
-50% upon signature of the purchase order in the Commercial Proposal;
-50% upon receipt of the Assessment report.
4.3. Payments for Products will be made to Wave Bumper by the Customer according to the following terms:
- 10% deposit will be required upon validation of an agreement in principle on the part of the client in order to draw up the Feasibility Offer;
- 40% upon signature of the purchase order in the Commercial Proposal;
- 30% on the start date of Product manufacturing (date of the first notice given by Wave Bumper for phased delivery);
- 20% on Product delivery (final Products in the case of phased delivery).
4.4. Transport expenses (hotels, transport costs, etc.) incurred by WAVE BUMPER in the context of Assessments or identification of the Customer’s needs, will be invoiced to the Customer (after prior notice to the Customer and on presentation of due justification for said expenses).
4.5. The Customer agrees to pay WAVE BUMPER’s invoices by bank transfer within thirty (30 days) after receiving them.
4.6. Any delay in payment by the Customer will lead to the payment of penalties as well as a fixed fee of forty (40) euros per invoice as compensation for recovery costs. The interest rate for the delay will be the one applied by the Central European Bank in its most recent refinancing operation, plus an increment of 10 percentage points.
5.1. The Products and Assessments will remain WAVE BUMPER’s property until the Customer has pay made all payments due.
5.2. The terms above do not prevent transfer to the Customer of the any risk of loss or deterioration, as soon as the Products have been delivered.
6.1. It must be remembered that although the Products aim at limiting the impact of waves on the coast and on buildings, WAVE BUMPER cannot be held to any performance obligations concerning the protection of the coast or of buildings.
6.2. WAVE BUMPER will not be held responsible for damages caused to the Products or by the Products resulting from climate hazards.
6.3. The Customer confirms that it has been duly informed of the Products’ characteristics and agrees to use them as stipulated in the Technical Instructions.
7.1. In the event of a manufacturing defect on a Product making this Product unusable for the required purposes, WAVE BUMPER agrees to repair or replace the Product at no additional cost for the Customer.
7.2. The Customer should inform WAVE BUMPER as soon as possible after discovering this defect, and by sending an email describing the identified defect along with photos or any other useful elements of information. If necessary, WAVE BUMPER may ask the Customer for further information required in order to identify the nature of the defect and its probable origin.
7.3. WAVE BUMPER will confirm application of the guarantee offered in paragraph 8.1 and will come to an agreement with the Customer on its implementation in writing.
Deteroriation to the Product:
7.4. In the event of deterioration to the Product, caused by a climate hazard or by its use, or for any problems using it or technical questions, WAVE BUMPER’s after-sales service may be contacted by email at email@example.com as stipulated in the Technical Instructions.
8.1. To carry out the Coastal Flooding Assessment and the Dimensional Assessment, the Customer agrees to provide WAVE BUMPER with all the information it has that could be useful and to give access to the site to be protected, if necessary, in the presence of the Customer’s agent.
8.2. The Customer agrees to inform WAVE BUMPER, as quickly as possible, of any event or change of circumstances likely to have an impact on the results of the Coastal Flooding Assessment or the Dimensional Assessment.
9.1. Will be considered as force majeure, any event that makes it impossible for the Parties to fulfil their obligations for an unforeseeable, external and irresistible reason. These may be, but are not limited to, general mobilization, war, military occupation, temporary exceptional governmental or administrative measures, including those dictated by the European Union; in the event that a government or government agency prohibits manufacturing, sales or use of one of the Products for one or several of its uses; - in the event of strikes as well as concerted action taken by staff preventing the smooth running of factories, shipping and reception units; - in the event of fire, flooding, damage, mechanical or electrical breakdown of such importance that their consequences cannot be compensated by normal means available to the Parties, - extreme climate conditions preventing the Products from being manufactured.
9.2. As soon as one of the Parties has notified the other Party of a Force Majeure event, each Party will be temporarily relieved of its obligations in proportion to the given impediment.
9.3. The Parties agree to contact each other to envisage how to implement the most appropriate way of ensuring continuation of contractual activities as soon as possible.
10.1. Both Parties agree to keep any exchanged information confidential during the negotiation process of the Commercial Proposal and throughout the Contract lifecycle.
10.2. Information exchanged by the Parties during the negotiation process of the Commercial Proposal and throughout the Contract lifecycle will remain the property of the respective Party. This information will be protected due to business secrecy rules and any violation of this status by the other Party may give rise to a claim for damages.
10.3. In particular, the Customer agrees not to communicate the information contained in reports by WAVE BUMPER after an Assessment, neither completely nor partially, whether it be free of charge or for a fee.
10.4. When a Party has to transfer all or part of this information to a third party in the context of the Contract (for example to anchor the Products), it is responsible vis a vis the other Party for making sure that this third party respects the terms of the present confidentiality clause.
10.5. The obligation of confidentiality and non-use above does not apply to:
- Information belonging to the public domain at the moment when it is communicated or which has fallen into public domain otherwise than through breach of the terms of the present Contract.
– Information already detained by the other Party before being communicated.
– Information freely received from a third party authorized to disclose it.
10.6. The terms of the present article will remain applicable for a period of ten (10) years after the expiry date of the Contract.
10.7. Without prejudice to the aforementioned, Wave Bumper is expressly authorized to mention the name of the Customer in its commercial documents and to publish photos of the site where the Products have been installed.
11.1. In the event that one of the Parties is in breach of an obligation in the Contract, the other Party will send formal notice mentioning the observed breach and the period during which the Party at fault must provide a remedy for the breach.
11.2. If the breach continues beyond the defined period, which may not be shorter than fifteen (15) working days, or if no satisfactory corrective measure is offered or taken by the Party at fault within this timeframe, the other Party can decide to automatically terminate the Contract and claim compensation for any prejudice caused by this breach.
12.1. The Law which applies to this Contract is French Law.
12.2. In the event of disagreement concerning the interpretation, validity or the execution of the Contract, the Parties will make their best efforts to find a friendly solution.
12.3. To do so, the most diligent Party will inform the other Party in writing about the disagreement. The latter has a period of eight (8) days to respond to the written requests or claims or to organize a conciliation meeting.
12.4. Should an agreement not be found within a period of one (1) year after the first notification, any dispute, whatever the nature and the date of occurrence, concerning the interpretation, validity, the execution and in particular, Wave Bumper’s payment rights or Contract termination, will be dealt with by the appropriate courts in the town of Bayonne (France).