LEGAL TERMS
General All orders and shipments are subject to the terms and conditions outlined below. Any additional or deviating terms and conditions proposed by the Customer shall only be effective if formally accepted and incorporated into a written contract concluded between Wavecom and the Customer, duly signed by both parties.
For the purposes of these Legal Terms, Wavecom shall be understood as the entire business group of which the company WAVECOM HOLDING, SA, headquartered in Aveiro, Portugal, is the majority owner, including, without limitation, the companies Wavecom – Soluções Radio, SA (Portugal), Wavecom GmbH (Germany) and Wavecom ES (Spain).
Our offers are non-binding. A legally binding conclusion of the contract only comes into effect with the issue of the written order confirmation by Wavecom.
For the scope and execution of the products and services the order confirmation or, if one is missing, our offer shall prevail.
Services that are not expressly promised, namely documentation, programming, customizing, installation, commissioning, training and application support are not included in the scope of service.
Changes made to the order confirmation by us are permitted, provided the products perform the same functions or services fulfil the same purposes.
All prices are listed net in Euro currency and do not include VAT.
If not otherwise specified in the offer or order confirmation, shipment is under Incoterms Ex Works Aveiro Portugal (EXW Aveiro, Portugal, Incoterms 2020), packing included, non-insured.
We reserve the right to modify prices for goods not yet shipped in the event of substantial changes to the relevant calculation principles and shall notify the Customer thereof as soon as possible.
Customer shall issue purchase orders (“Purchase Orders”) to Wavecom by e-mail. The form of each Purchase Order shall comply with the laws of Customer’s domicile. Only Purchase Orders which Wavecom accepts by issuing a written acknowledgement (an “Order Confirmation”) to Customer are binding on Wavecom.
Each Order Confirmation shall include, as applicable: the Wavecom order confirmation number/code; the SKUs (references/part numbers), quantities, unit prices and total price (exclusive of tax) of the Products or Services ordered; the scheduled shipping date and delivery point; the agreed conditions of delivery; the terms of payment; and, if Wavecom agrees to any non-standard provisions in the Purchase Order, acceptance of those provisions.
Customer may not modify or revoke an accepted Purchase Order (as evidenced by an Order Confirmation), or modify or cancel a Sales Order Confirmation, without the prior written agreement of Wavecom.
Bank transfer within 30 days from date of invoice.
If the Customer delays payment, he shall be liable, without further notice, for default interest at the rate of 8% p.a. above Euribor 6 month rate with effect from the agreed date on which the payment was due. Additionally, starting with the 2nd reminder, charges of 25€.- per reminder apply.
Wavecom reserves the right to process a delivery only after having received pre-payment. After receipt of the order an order confirmation and an invoice are issued.
Bank charges are at the expense of the Customer
We always do our best to meet the forecasted delivery date, but we cannot make any binding assurances. In case of delay in delivery, the Customer is not entitled to withdraw from the contract and/or to claim damages.
Only delivery dates pledged in writing are binding. Such delivery dates are deemed appropriately prolonged:
- if we do not receive information on time which we need for the execution or if the Customer subsequently alters them;
- if the Customer is in arrears with the work to be carried out by him or with the fulfillment of his contractual obligations, particularly when he does not meet the conditions of payment;
- if hindrances occur outside our responsibility, including but not limited to natural disasters, mobilisation, war, insurgency, epidemics, accident and illness, substantial business breakdown, work disputes, delayed or faulty deliveries, as well as governmental measures.
In the event of delays, the Customer must grant us a reasonable period for subsequent fulfillment. Claims for damages due to delivery delays are excluded.
Shipment is performed according to actual product availability. Partial shipments are allowed.
In the event the Customer cancels all or any part of an order, we have the right to demand a cancellation charge of 50% of the original order amount. This amount is a lump sum to cover the expenses incurred and does not represent a penalty.
We accept returned material only if a Return Material Authorization Number has been obtained from us. Material received without any prior authorization can be returned at the Customer’s expense. Returns of material for customized devices are basically excluded. A fee for administrative cost and product inspection can be levied on the Customer’s expense. The Customer is responsible for the correct transportation.
Our warranty extends from the date of delivery for 12 months to all defects which have proven to be due to material defects or faulty fabrication. The warranty is limited to replacement or repair of defective products or components or compensation for the billing value of the non-replaced products or components. Any further warranty is hereby expressly excluded.
Replaced parts shall become our property. The customer shall bear any additional costs incurred for the replacement of defective parts (i.e. removing, transporting and reinstalling), if the parts must be replaced at a location other than the original place of delivery.
Excluded from our warranty and liability are all deficiencies, which cannot be proved to have their origin in bad material, faulty design or poor workmanship, those resulting from normal wear (e.g. current consumption, recuperation, weather conditions, air pollution or prohibited electromagnetic effects), repair, improper maintenance, lack of fitness for a particular use, failure to observe the user manual and mounting instructions, excessive loading, testing, use of any unsuitable material, influence of chemical or electrolytic action or resulting from other reasons.
Other claims of the Customer, which are not regulated in these General Terms and Conditions and not expressly mentioned, such as for damages, reduction of price or withdrawal from the contract, are excluded. In no case shall the Customer be entitled to claim damages, in particular (but not exclusively) this relates to compensations for damages and consequential damages resulting from loss of production, loss of use, loss of orders, loss of profit and other direct or indirect damages and consequential damages, such as lost profits. This exclusion of liability, however, does not apply to unlawful intent or gross negligence on our part. It is the Customer’s responsibility to arrange and pay for the return shipment to us or to our local representative.
The aforementioned warranty and liability provisions are final and replace the statutory provisions. Any other claims or remedies relating to warranty and liability are excluded to the extent permitted by law.
In the case of identifiable defects, the Customer must notify us immediately after receipt of the delivery. If hidden defects become apparent later, they must be reported immediately after they have been identified.
We reserve the right to ownership of all delivered products until receipt of full payment.
The Customer shall have no pledge or retaining lien.
The customer must inform us in good time about special technical requirements as well as the legal, governmental and other regulations at the place of destination, insofar as they are of significance.
Solutions provided by Wavecom, include:
- embedded software and firmware on hardware equipment, provided as a permanent license, with support for embedded software and firmware for the period of support licensing
- software applications either on public cloud, or instanced on client’s premises, for the period of licensing.
In both cases Wavecom provides utilisation licensing, subject to a time validity (period of licensing), counting from the activation date (date of first use or instance). In no case Wavecom sells property over the software code, software design, functionality design, features design and any other intangible right that is part of the software applications provided as a license.
By licensing the applications, customers gain access to the utilization of the software applications for the period corresponding to the licensing period. It is also included in the software licensing the support for patches and updates during the licensing period.
In the business model of applications service from a public cloud, the operation of the applications on servers and communications environments during the licensing period is included in the licensing as well.
We guarantee that firmware and software can be operated under the specified computer operating systems or platforms. Functional assurances are hereby expressly excluded.
Data, dimensions, weights and illustrations in brochures, data books or catalogs are given to the best of our knowledge. Data provided for in documentation are only binding if expressly stipulated as such.
We reserve the right to modify any specification without notice.
The purchase or provision of software and firmware provides the right for use on one system only. The software and firmware may not be sold, modified, reproduced, retransmitted, reverse-engineered or redistributed.
The property and the right to further use remain with us or our licensors.
The Customer shall take the necessary measures to protect software, work results and documentation against unauthorized access or misuse by unauthorized persons.
The Customer may create the necessary backup copies. He must mark these accordingly and store them separately and safely.
Information and drawings delivered in addition to the sales documentation may not be transmitted to any third party. The Customer may not transfer any knowledge of the functionality to third parties or otherwise make use of it. In the event of infringement of this clause we retain the right to claim damages.
The license does not grant ownership rights over the software in any case.
Personal data, in particular data about companies, customers and employees, may be processed by us, as far as it is necessary for the business transaction. Both parties observe all the rules of data protection such as GDPR, and take the appropriate organizational and technical precautions.
Each party is responsible for the reliable backup of their own data as well as the data required for the provision of services. The Customer will secure all data in good time before our collaborators can access his IT systems.
Both parties commit themselves and their employees to not disclose to third parties any information from the other party’s business that is neither generally available nor generally known and to make every effort to prevent third parties from gaining access to such information. However, each party may continue to use knowledge in their original business activities that it acquires in the course of its business transactions.
The customer is responsible for compliance with all relevant domestic and foreign export regulations.
This Agreement and all matters arising out of or relating to this agreement will be governed by and construed in accordance with the laws of Portugal without giving effect to any choice of law rule. In the event of any controversy, claim, or dispute between the Parties, if both parties agree, arbitration shall be the primary method of dispute resolution.
If arbitration is not agreed upon, any such controversy, claim or dispute may be tried solely in the courts of «Tribunal Judicial da Comarca de Aveiro», Aveiro, Portugal, and the Parties thereby irrevocably consent to the jurisdiction and venue of such courts.
For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods (The Vienna Convention) shall not apply to the purchase of Products by Customer.
Wavecom reserves the right to modify the terms and conditions set forth in these Legal Terms whenever deemed necessary and without prior notice.
Any specific conditions resulting from a signed agreement between Wavecom and its Partners shall prevail over these Legal Terms.