Terms and Conditions of Sale

1 — Purpose and scope

These Terms and Conditions of Sale (T&Cs) apply to all sales of goods, equipment, accessories, ancillary services, ad-hoc technical assistance and, where applicable, limited engineering or sizing services performed by WAP — Water African Project SAS to professional buyers.

Any order, any down payment, any opening of a documentary credit, any acceptance of an offer or any failure to challenge the Order Acknowledgement within the contractual period entails full and unreserved acceptance of these T&Cs. They prevail over any purchase conditions or other documents from the Buyer, except by express written acceptance from WAP.

In case of contradiction between contractual documents, the order of priority is: 1) signed special contract; 2) Order Acknowledgement; 3) Quotation; 4) these T&Cs.

These T&Cs apply only to business-to-business relationships.

2 — Definitions and interpretation

Order Acknowledgement: written confirmation sent by WAP to the Buyer after acceptance of an order.

Buyer: any natural or legal person acting in the course of their professional activity.

Order: purchase request issued by the Buyer.

Contract: contractual whole composed, depending on the case, of the signed special contract, the Order Acknowledgement, the Quotation, its technical annexes and these T&Cs.

Force majeure: event reasonably beyond the control of a Party preventing the normal performance of the Contract.

Goods: any material, equipment, component, accessory, spare part or assembly supplied by WAP.

Services: any ancillary service, technical mission, ad-hoc assistance or intervention related to the Contract.

Incoterms 2020: International Chamber of Commerce rules in their 2020 version.

Unless otherwise stated, the singular includes the plural and vice versa; any reference to a written document includes electronic mail; periods are expressed in calendar days unless otherwise specified; any reference to an Incoterm refers exclusively to the Incoterms 2020.

3 — Formation of the contract

The Quotation only binds WAP during its validity period and subject to compliance with the special conditions set out therein, including the agreed initial payment, the provision of the necessary technical information and, where applicable, the opening of a compliant documentary credit when such payment method is provided.

The sale is only complete upon WAP's issuance of the Order Acknowledgement. WAP is not bound to confirm an order that does not match the Quotation, is received outside the validity period, is technically, documentarily or regulatorily incomplete, or is not accompanied by the initially agreed payment terms.

The Buyer has 72 hours from receipt of the Order Acknowledgement to report any material error or omission in writing; after this period, it is deemed accepted.

4 — Order modification

No modification of the Contract or of an Order is binding on WAP without WAP's written agreement, including by email. Any accepted modification may result in a revision of the price, deadlines, payment terms, scope of supply, documentation and conditions of mission or intervention.

Costs and consequences arising from a modification requested by the Buyer may be invoiced as a supplement.

5 — Subcontracting and assignment

WAP may subcontract all or part of the Contract and engage any supplier, technician, consultant or third-party service provider of its choice, without this entailing transfer of the overall responsibility for the Contract toward the Buyer.

Neither Party may assign all or part of the Contract without the prior written consent of the other Party.

6 — Technical recommendations, sizing and limited engineering

Unless otherwise expressly stipulated in writing, WAP acts primarily as a supplier of equipment and technical materials. Technical recommendations, equipment selections, proposals for mixers, pumps, treatment equipment, accessories, automation, pumping assemblies, network elements or station components are based on the data, analyses, drawings, assumptions, operating constraints and information communicated by the Buyer or the end client.

The Buyer, in their professional capacity, remains solely responsible for the accuracy, completeness and timeliness of the data transmitted, the overall coherence of the project, and the final adequacy of the equipment to the installation, the site, the fluids and the local hydraulic, electrical, chemical, structural and regulatory constraints.

In specific cases where WAP provides a sizing note, an overall technical proposal, a complete station, a process scheme, an assumptions note or similar document, these documents are deemed to be established solely on the basis of the data communicated by the Buyer, subject to the assumptions mentioned therein, and within the limits of the agreed scope of supply.

Any order placed on the basis of a technical offer, technical sheet, supply description, drawing, assumptions note or technical file entails the Buyer's validation of the input data, assumptions, scope limits, interfaces and performances expressly referred to in these documents.

Unless an express written commitment of result appears in the Quotation or the Order Acknowledgement, WAP assumes no autonomous warranty of overall installation performance, local regulatory compliance, or fitness of the complete works for a determined use.

Installation, assembly, connections, civil works, electrical, hydraulic, automation, telemetry and remote-transmission interfaces, site safety and operation remain the sole responsibility of the Buyer or third parties they appoint.

7 — Tests, inspections and documentation

The Goods are supplied in accordance with usual industrial practice. Any inspection, test or specific documentary requirement requested by the Buyer and not provided for in the Quotation is at the Buyer's expense.

Unless otherwise agreed, any documentation or drawing transmitted by WAP must be checked and any remarks or observations submitted within 7 working days; any final approval request before launch of manufacturing or execution must be answered within 3 working days; failing reply within these deadlines, WAP may extend the contractual deadlines for the time required; documents or drawings may be revised up to three times, beyond which additional fees may be charged.

8 — Prices

Unless otherwise stipulated, prices are expressed in the currency indicated in the Quotation. Unless otherwise mentioned, prices are exclusive of taxes, duties, banking fees, local compliance fees, unforeseen inspection fees, storage, demurrage, detention, warehousing, customs, customs clearance, additional handling, and more generally any costs not expressly included in the agreed Incoterm.

The applicable price is the one stated in the Quotation and, where applicable, in the Order Acknowledgement.

9 — Payment terms

The payment method, currency, due date, possible down payment, as well as special conditions related to documentary credit, international transfer, documentary collection or any other payment instrument are specified in the Quotation and, where applicable, in the Order Acknowledgement.

Unless otherwise stipulated, payments are made net, without set-off or deduction.

10 — Late payment — suspension — termination — resale

In the event of total or partial non-payment at maturity, non-compliance with the agreed payment terms, non-opening of a compliant documentary credit when contractually provided, or more generally any breach by the Buyer of an essential obligation, WAP may immediately suspend performance of all or part of the Contract.

Any late payment automatically gives rise to late-payment interest at the European Central Bank refinancing rate plus ten points, as well as a fixed indemnity for recovery costs of EUR 40, without prejudice to additional compensation upon justification.

Failing regularisation within 15 calendar days from the sending by WAP of a written notification by any means establishing the date, sender, addressee and content, in particular by email, WAP may terminate all or part of the Contract by simple written notification.

In case of termination for the Buyer's fault, WAP may keep amounts already received against its damage, claim reimbursement of all costs incurred, take back or have the Goods not fully paid for taken back, resell, reallocate, store, abandon or dispose of the Goods, and claim any additional compensation corresponding to the damage actually suffered.

11 — Deterioration of the Buyer's financial situation

In the event of actual or reasonably foreseeable deterioration of the Buyer's financial situation, payment incident, unfavourable solvency information, bank blockage or any event giving rise to a risk of non-payment, WAP may require any additional guarantee, modify the payment terms, suspend the performance of pending orders or refuse any new shipment.

If the Buyer does not provide the requested guarantees within a reasonable period, WAP may terminate the Contract under the conditions of Article 10.

12 — Documentary credit

Where payment is agreed by documentary credit, it must be irrevocable and compliant with the stipulations of the Quotation or the Order Acknowledgement. Each Party bears the costs of its own bank, unless otherwise stipulated in the Quotation or the Order Acknowledgement.

Costs of amendment, extension, correction, irregularity, discrepancy or resulting from instructions or breaches attributable to the Buyer remain at the Buyer's sole expense.

Any late, incomplete, non-compliant or unusable opening of the documentary credit authorises WAP to suspend performance, extend deadlines and, where applicable, terminate the sale under the conditions of Article 10.

13 — Delivery times

Delivery times are given as an indication, unless an express and contrary written commitment appears in the Quotation or the Order Acknowledgement. They run from WAP's receipt of the agreed initial payment.

They are automatically extended in case of delay, default, unforeseen event or late intervention not attributable to WAP, in particular in case of late documentary validation, lack of instructions, unavailability of a shipment prerequisite, late intervention by a bank, inspection body, carrier, supplier, subcontractor or authority, or delay attributable to the Buyer or the end client.

Unless otherwise agreed in writing, no penalty or late-delivery indemnity will be due by WAP.

14 — Packaging, shipment, collection, demurrage and post-delivery costs

Standard packaging is invoiced or included according to the Quotation. Any specific request is subject to separate pricing.

From the transfer of risks resulting from the agreed Incoterm, or from the making available where it occurs earlier, all costs, taxes, fees, demurrage, detention, warehousing, parking, port penalties, customs costs, conservation, handling, immobilisation, return, destruction, abandonment or disposal of the Goods are at the Buyer's sole expense.

If WAP is forced to pay a carrier, freight forwarder, consignee, warehouse keeper, port, airport, customs administration or any other third party fees resulting from the Buyer's failure to pay, collect, provide documents, give instructions or otherwise default, the Buyer shall fully indemnify WAP on first demand.

Failing regularisation within 15 calendar days of a written notification by WAP, sent by any written means establishing proof, WAP may, without being obliged to do so, store, move, resell, abandon, sell or destroy the Goods at the Buyer's expense, risk and peril.

15 — Delivery — transfer of risks

The transfer of risks occurs in accordance with the Incoterm expressly stipulated in the Quotation or the Order Acknowledgement, interpreted according to the Incoterms 2020.

The Buyer must check the apparent conformity of the Goods and notify any apparent non-conformity, damage or shortage within 15 calendar days from arrival at the contractual place of destination, with all useful supporting documents.

16 — Retention of title

The Goods sold remain WAP's exclusive property until full payment of the price, accessories and related costs.

Until full payment, the Buyer shall not create any security on the Goods, transfer them in isolation outside their normal destination, alter or transform them in such a way as to prevent their identification, without WAP's prior written consent.

In case of non-payment, WAP may claim, take back or have the Goods concerned taken back, without prejudice to its right to suspend, terminate, resell or claim additional compensation.

17 — Start-up assistance, adjustments and partial commissioning

When WAP provides, directly or through a mandated technician, start-up assistance, adjustment assistance, parameterisation, tuning, telemetry, remote-transmission, start-up of a pumping station, treatment station or similar operations, this service constitutes ad-hoc assistance limited to the scope expressly defined in the Quotation, the Order Acknowledgement or a specific technical document.

Unless otherwise stipulated, WAP does not perform assembly, full installation, civil works, complete connections, or assume overall site responsibility.

The mission duration indicated is estimated. Any extension of mission, immobilisation, waiting, return on site or overrun resulting in particular from the absence of technical prerequisites, defective site preparation, unavailability of equipment, utilities, fluids, energy, tools, local staff, lifting means, transport means, visas, authorisations or logistics conditions, or more generally any cause not attributable to WAP, will be subject to additional invoicing.

It is the Buyer's responsibility to provide, at their own expense and under their responsibility, all prerequisites necessary for the intervention, in particular site access, security, suitable local accommodation if applicable, local transport means if required, equipment availability, connections, fluids, energy, consumables, tools, support staff and the general conditions allowing the intervention.

In case of impossibility of intervention or continuation of the mission due to lack of prerequisites, the planned days remain due and WAP may reschedule the intervention at the Buyer's expense.

18 — Intellectual property, technical documents and know-how

All drawings, schemes, notes, calculations, descriptions, technical offers, BoMs, synoptics, architectures, solutions, engineering documents, execution documents, manuals, parameterisation supports, start-up documents, files and more generally all technical elements transmitted by WAP or by its suppliers remain their exclusive property or that of their respective owners.

The communication of these documents does not entail any transfer of intellectual property rights, know-how, or any right of reproduction, reuse, adaptation, dissemination or exploitation for a project other than the one expressly covered by the Contract.

The Buyer shall not reproduce, have reproduced, transmit to a third party, reuse, copy, adapt or exploit, even partially, these documents or the technical solutions they reflect, outside the performance of the Contract concerned, without the prior written consent of WAP or the rights holder.

Documents from WAP's suppliers remain subject to the rights of the latter and are transmitted, where applicable, under a simple licence of use limited to the needs of the Contract concerned.

19 — Confidentiality

Confidential information exchanged between the Parties may not be disclosed without prior consent, except in case of legal or regulatory obligation. This obligation remains applicable throughout the duration of the Contract and for five years after its termination, for any reason whatsoever.

20 — Warranty

Unless otherwise stipulated in writing, WAP applies to the Goods sold the contractual warranties possibly granted by their manufacturers, under the conditions, durations, exclusions and limits set by the latter.

Any claim must be addressed in writing within 30 days from discovery of the defect, with precise description, order number, serial number if applicable, photographs, useful reports and proof of purchase.

The warranty does not cover, in particular, defective assembly or installation, abnormal operating conditions, non-compliant fluids or products, normal wear and tear, or damage due to poor maintenance, modification or intervention by an unauthorised third party.

21 — Export compliance and use of goods

The Buyer undertakes not to use, transfer, assign, re-export or have used the Goods, documents or services supplied by WAP in violation of applicable laws and regulations, in particular when such use, transfer or re-export would be prohibited or restricted with regard to the country of destination, the intended use or the recipient.

The Buyer in particular refrains from any unauthorised, diverted, prohibited use or use incompatible with the normal destination of the Goods.

If WAP has legitimate reason to believe that an order, delivery or use of the Goods is likely to contravene any applicable regulation or expose WAP to legal, banking, customs, logistics or reputational risk, WAP may suspend performance of the order or refuse shipment of the Goods, without its liability being incurred on this sole ground.

22 — Data, documents and retention

In the context of negotiating, concluding and performing the Contract, each Party may collect, use, retain and exchange professional contact data, commercial information, contractual documents, technical data, logistics or administrative documents necessary for handling the business relationship.

This data and these documents are used for the purposes of commercial, administrative, technical, logistics, accounting and documentary management and, more generally, for the performance of the Contract as well as for the defence of WAP's rights.

WAP may transmit this data and these documents to its employees, advisers, subcontractors, IT service providers, carriers, freight forwarders, banks, insurers, suppliers, mandated technicians or any other party useful to the performance or follow-up of the Contract, strictly to the extent necessary for their missions.

Each Party undertakes to take reasonable security and confidentiality measures appropriate to the nature of the data and documents processed. Data and documents are retained for the period useful for managing the commercial relationship, performing the Contract, monitoring related operations and complying with applicable legal, accounting, tax, customs or evidence obligations.

23 — Material change of conditions

In the event of a material change in the economic, logistical, regulatory, technical or administrative conditions affecting the performance of the Contract, the Parties shall meet to seek in good faith a solution adapted to the circumstances.

If this situation materially affects the performance of all or part of the Contract and no reasonable solution is found within a period compatible with the constraints of the case, WAP may suspend, adapt or, as a last resort, terminate the part of the Contract that has become excessively difficult to perform, without its liability being incurred on this sole ground.

24 — Force majeure

Neither Party may be held liable for a breach resulting from an event reasonably beyond its control and preventing the normal performance of the Contract. The affected Party shall inform the other Party as soon as possible.

If the event continues beyond 90 days, each Party may terminate the Contract for the unperformed part, without compensation on this account.

25 — Limitation of liability

WAP cannot be held liable for any loss of profit, loss of operation, loss of revenue, loss of production, loss of market, loss of use, loss of data, immobilisation cost or any indirect or consequential loss.

In any event, WAP's total cumulative liability, all causes combined, is limited to the amount actually received by WAP under the disputed order.

This limitation does not apply in case of fraud or gross negligence where the law prohibits its exclusion.

26 — No waiver

The fact that WAP does not invoke, at any given moment, any of the stipulations of the Contract or these T&Cs cannot be interpreted as a waiver of the right to invoke them later.

27 — Severability

If any stipulation of these T&Cs were to be declared null, unenforceable or inapplicable, in whole or in part, the other stipulations shall remain fully in force.

28 — Notifications and evidence

Any notification, request, reservation, reminder, notice, termination notice or any other communication under the Contract may be validly made by any written means establishing the date, sender, addressee and content, in particular by email. Instant messaging exchanges may be used as additional evidence.

The Parties recognise the probative value of electronic exchanges, emails, digital copies, scans, PDF documents, digital confirmations, sending logs, transport tracking and, more generally, any medium or means of communication used in the contractual relationship, subject to the applicable mandatory provisions.

29 — Applicable law — amicable settlement — competent court

These T&Cs, as well as any offer, order, Order Acknowledgement and sale concluded by WAP, are governed by French law. The United Nations Convention of 11 April 1980 on contracts for the international sale of goods is expressly excluded.

In case of dispute, the Parties shall endeavour to find an amicable solution within 30 calendar days from the written notification of the dispute. Failing agreement within this period, the Parties may resort to mediation by mutual agreement for an additional 30 calendar days, without this step being a condition of admissibility of any conservatory, summary or urgent action.

Failing amicable settlement, any dispute relating to the validity, interpretation, performance, suspension, termination or cancellation of the Contract falls within the exclusive jurisdiction of the Commercial Court of Nîmes (France), including in case of multiple defendants or call in warranty.

30 — Language

The Contract is drafted in French. In case of translation into another language, the French version shall prevail.

For any question on the interpretation of these T&Cs or to request the version currently in force, contact us via the contact form or at +33 9 73 26 90 30. Download the official signed PDF (French).