General terms and conditions of sale and services

I. General Terms and Conditions ofServices (GTC)

1. PURPOSE, SCOPE OF THESE TERMS AND CONDITIONS AND DEFINITIONS

1. 1.1.Purpose, scope and composition of the Contract

Purpose – Scope of Application

WeTruf – a simplified joint stock company represented by Mrs. Flora TODESCO whose head office is located at 2, avenue de la Forêt de Haye in Vandœuvre-lès-Nancy (54500) and registered at the RCS of Nancy under the n° 878 262 526 – is a company resulting from the Agronomic Research which aims at placing at the disposal of the truffle industry the innovations developed in laboratory. To this end, WeTruf ‘s team of experts is able to provide a wide range of services related to truffles.

These Terms and Conditions of Service (the ” General Conditions “) of WeTruf are to define the terms and conditions under which WeTrufprovides Services to any individual or legal entity (company, association, community, professional organizations, training institutes, etc.) (the ” Customer “) following the placing of orders by the Customer. WeTruf and Customer are hereinafter collectively referred to as the ” Parties ” and individually as a ” Party “. The purpose of these General Conditions is more generally to define the respective obligations of the Parties.

In accordance with the legal provisions in force (Article L.441-1 III. of the Commercial Code), the General Conditions of WeTruf constitute the unique basis of the commercial negotiation with its customers.

Any Order placed by the Customer with WeTruf including remotely and duly accepted by WeTruf under the conditions of Article 3.1 below, will be governed by these Terms and Conditions. The Parties expressly exclude the provisions of Article 1119 paragraph 2 of the Civil Code. These General Conditions shall prevail over the Customer’s general terms of purchase or any other similar document issued by the Customer.

Composition of the Contract :

The following items are jointly referred to as the ” Contractual Documents “, they are complementary and form the contract for Services (the ” Contract “) concluded between WeTruf and the Customer under the conditions stipulated in Article 3.2 below.

The Contractual Documents are :

• these general terms and conditions of service (the ” General Conditions “);

AND

• the document formalizing the agreement of the Parties on the details of the Services as well as their financial conditions(the purchase order and/or the quotation) under the conditions of article 3.2 below.

The aforementioned Contractual Documents may also be supplemented by one or more other document(s) to which the Parties have decided, by mutual agreement, to confer a contractual value.

2. Definitions

For the purpose of understanding, interpreting and executing these Terms and Conditions, the Parties have agreed to define the essential terms as set forth below:

• ” Orders” means any order for Services placed by the Customer with WeTruf, regardless of the title and/or medium of such order placement (including via the WeTRUF website).
• ” Services ” means the services provided by WeTruf for the benefit of its customers. In particular, WeTruf offers several types of services as follows:
• technical and scientific advice, such as in the context of a plantation project or for the validation and/or improvement of the technical itinerary of a truffle field already in place and/or for the monitoring of a truffle field;
• analysis services (in particular DNA diagnostics, analyses relating to the composition of the soil);
• advice and/or consulting services on any issue related to truffles (regulatory, administrative, commercial, fiscal, etc.);
• assistance to the Customer in the preparation of files aimed at obtaining financing for the development of truffle growing. These assistance services can consist of a global accompaniment for the assembly of files or a specific accompaniment relating to a part of the file) ;
• project management services;
• training and workshops , either face-to-face or remotely (especially via the Internet).

The contractual Services are those expressly mentioned in the Purchase Order or the Quotation accepted by the Customer (see Article 3 below).

• ” WeTruf Staff ” means the staff members of WeTruf.
• ” Customer Affiliate ” means any company that directly or indirectly controls Customer, or is directly or indirectly controlled by Customer.
• The “Service Materials” means all documents, methods and materials developed by WeTruf that are related to the realization of the Services and are an integral part thereof (including training materials), regardless of their form (paper or dematerialized).
• ” Deliverables ” means any document, regardless of its title, prepared by WeTruf, and delivered to the Customer as part of and/or at the end of the Services.

2. DECLARATIONS OF THE PARTIES – ESSENTIAL AND DETERMINING OBLIGATIONS

WeTruf has made the creditworthiness of the Customer an essential and determining condition for its cooperation with the Customer. Consequently, each of the Parties declares and guarantees that it is not in a state of suspension of payments, nor is it the subject of any collective or conciliation proceedings at the time of conclusion of the Contract. If any of the above events should occur during the term of the contractual relationship, each Party undertakes to inform the other Party immediately. The Customer declares and guarantees that he/she is not under any legal incapacity.

3. ORDERS – FORMATION OF THE SERVICE CONTRACT

1. How to place an Order

Orders must be sent toWeTruf in written form (in particular by email) and must state precisely the purpose of the Services ordered. WeTrufwill then send the Customer a pricing proposal (notably in the form of a quotation) in writing (notably by email).

2. Validation of the Order and formation of the Contract

The Customer’s Order is deemed accepted by WeTruf when it is expressly confirmed in writing (email in particular) by the latter or, where applicable, by the express acceptance by the Customer (including by email) of the pricing proposal (estimate in particular) that was communicated to him by WeTruf (depending on the validity date of the tariff proposal) or, as the case may be, by the performance of the Services.

In either of the above cases, the Order shall be deemed firm and irrevocable: the Service Agreement shall be concluded and in full force and effect. Any modification requested by the Customer shall be subject to the prior written agreement of WeTruf, which may condition such modification on additional billing to the initial price agreed upon in the validated Order.

3. 3.3.Customer’s consent given by electronic means

The Customer acknowledges and accepts that his consent to the conclusion of the Contract is validly given by electronic means, in particular by means of check boxes or validation “clicks”. This acceptance will be deemed to have the same value as a handwritten signature by the Customer.

4. PRICES – PAYMENT, TERMS AND PENALTIES
   1. Price

The Services shall be invoiced to the CUSTOMER in accordance with the prices set forth in the validated Order under the conditions set forth in Article 3.2 above. The prices will be increased by the taxes in force and are exclusive of expenses. Unless expressly waived in writing by WeTruf, any travel and accommodation expenses will be charged to the Customer in addition.

2. Terms of payment – invoicing

The Services performed shall be invoiced to the Customer in accordance with the prices set forth in the Order validated under the conditions set forth in Article 3.2 above.

Unless expressly waived in the Order validated in accordance with the terms and conditions set forth in Article 3.2, Customer shall pay a deposit of 30% of the Order amount. The balance of the Order (the 70%) shall be paid as the Services are performed in accordance with the schedule agreed upon by the Parties.

The deposit invoice must be paid at the same time as the Order is validated. Unless expressly waived, invoices (with the exception of the advance invoice) shall be paid by the Customer within a maximum of thirty (30) days from their issue.

3. Défaut de paiement et conséquences – pénalités
   1. Warranty – suspension

In case of serious doubts concerning the Customer’s ability to pay, WeTruf may, without prior notice, require the Customer to provide any guarantee or advance payment for the performance (or continuation) of the Services.

4. 2. Termination of the Contract

In case of non-payment by the Customer of an invoice on its due date, WeTruf will be entitled to terminate the Contract under the conditions stipulated in Article 13 of these General Terms and Conditions.

In case of termination of the Agreement, the Customer shall return as soon as possible, at its expense, the Supports of the Services, the possible Deliverables belonging to WeTruf. The deposits paid will remain acquired to WeTruf as compensation, and this, independently of the right to request the payment of damages as compensation for the damage suffered by the latter.

4. 3. Late payment penalties – recovery

In the event of non-payment on the due date, the sums due by the Customer will be automatically increased by a penalty equal to three (3) times the legal interest rate and a fixed recovery indemnity of 40 €. Upon expiration of a period of thirty (30) days from the due date of said invoice by the Customer, the penalty shall be, by operation of law, equal to fifteen (15) % of the amounts due by the Customer.

WeTruf will also have the right to recover by litigation the sums due by the Customer and to request the payment of damages as compensation for the loss suffered. All costs incurred by WeTruf for this purpose (bailiff’s fees, legal fees, etc.) will be reimbursed by the Customer.

4. Compensation

Unless prior written agreement of WeTruf, no compensation can be made by the Customer between the sums due to WeTruf in execution of the Contract and the possible sums owed by the latter.

5. EXCLUSIVE

As an essential and determining condition, it is expressly understood between the Parties that WeTruf will carry out the Services for the benefit of the Customer without the presence or intervention – whatever the modalities – of other third party providers having a similar or competing activity to WeTrufunless expressly authorized in writing and in advance by WeTruf.

6. RESPECTIVE OBLIGATIONS OF THE PARTIES – PERFORMANCE OF SERVICES

1. Mutual obligations

Each of the Parties undertakes to behave towards the other as a loyal partner. The Parties hereby undertake to communicate to each other, as soon as possible, any information of which they may be aware that may have an impact on the performance of the Services in accordance with the terms stipulated in these General Terms and Conditions and in the Order.

2. Obligation of WeTruf – performance of the Services

WeTruf undertakes to use its best efforts to provide the Customer with its skills and expertise. WeTruf is committed to perform the Services with the utmost professionalism.

WeTruf undertakes to perform the Services diligently and to use its best efforts to perform the Services within the time frame agreed with the Customer, and to do so by assigning Staff with the required skills.

The schedule for the performance of the Services shall be agreed between the Parties. It may be subject to adaptation in the event of a request to modify the scope of the Services initially ordered by the Customer.

If however WeTruf was unable to perform the Services in satisfactory conditions due to a failure attributable, directly or indirectly, to the Customer or to any person under the Customer’s responsibility, the responsibility of WeTruf shall in no event be liable if the time period agreed upon in the Order for the performance of the Services cannot, de facto, be met.

3. Obligations of the Customer
   1. Obligation to assist – Intellectual Property Rights

The realization of the Services necessarily implies an active assistance of the Customer towards WeTruf.

Depending on the characteristics of the Services, this implies in particular the obligation for the Customer to communicate to WeTruf all the useful information, documents and samples if necessary, and this, in a reasonable time before the realization of the Services and during the realization. This active assistance may also include allowing WeTruf staff access to the truffle fields.

The Customer is solely responsible for the reliability and content of the information and documents communicated to WeTruf for the purpose of the Services. The CLIENT represents and warrants to WeTruf that the information communicated and/or made available to WeTruf – such as documents, plans, data, reports, analyses, samples – are indeed the property of the CLIENT (in particular intellectual and/or industrial property rights: copyrights, trademarks, drawings and models, or image rights) or are validly licensed to the CLIENT.

The CUSTOMER guarantees WeTruf of all the consequences (in particular financial) which would result from a dispute emanating from thirds, relating to the above elements.

6. 2. Designation of a privileged interlocutor

The Customer will designate, among its employees, one or more privileged interlocutor(s) of WeTruf to ensure effective communication and ultimately allow WeTruf to perform the Services in the best conditions.

6. 3. Delivery of samples in case of analysis services

In case of an Order for Analysis Services, the Customer shall deliver the samples to WeTruf. If samples are sent, the Customer shall ensure that these samples are adequately protected for transport. The risks relating to the said samples during transport are borne by the Customer. The transfer of risk will only take place upon delivery of the samples to WeTruf.

6. 4. Obligations of the Customer in case of Services related to support in obtaining financing

The Services provided by WeTruf are intended to accompany and assist the Customer in obtaining financing, particularly in the context of the preparation of files. However, it is expressly understood between the Parties that certain steps must necessarily be taken exclusively by the Customer. In case of non realization of the aforementioned steps which are incumbent on the Customer, the responsibility of WeTruf could not be committed in any case.

It is also specified for all purposes that despite the realization of all the steps and the realization of the Services by WeTruf, the obtaining of the financial aid (or another nature) requested by the Customer, is not automatic, without any guarantee of success.

6. 5. Client’s obligations and terms relating to Training services

When the Services ordered by the Customer consist of participating in a training course provided by WeTruf the Customer undertakes – both on his own behalf and on behalf of the natural person participants for whom he acts as guarantor pursuant to Article 1204 of the Civil Code – to comply with the instructions given by WeTruf and to follow the training assiduously.

For Training Services provided online (via the Internet):
Training Services provided online are live training sessions and not in the form of downloads or replay.

WeTRUF will provide the Customer with all information necessary to access the online training, including a reminder of the date and time by any appropriate means.

It is the Client’s responsibility to log in at the agreed upon date and time to attend the Training. No reimbursement will be made if the Client is unable to attend the training.

In addition, Client is informed that the connection to the training is made via the Internet network. He/she is fully aware of the technical problems that may affect this network, which may lead to slowdowns or unavailability, making it impossible to access the training. WeTRUF cannot be held responsible for any difficulties in accessing the training due to Internet network disturbances.

7. ACCEPTANCE OF SERVICES AND RESERVATIONS

1. Completion of Services and Acceptance

The completion of the Services implies the obligation for the Customer to pay to WeTruf the balance of the price of the Services or, as the case may be, the totality of the price (see article 4.2).

The determination of “completion of the Services” depends on the type of Services (e.g., at the end of the training or at the end of the schedule for the performance of the Services in the case of successively performed Services).

2. Notification of reservations

Any reservations of the Customer regarding the performance of the Services must be notified to WeTruf by registered letter with acknowledgement of receipt (LRAR) within a maximum period of thirty (30) days from the completion of the Services under the conditions set out in Article 7.1.

The burden of proof of such notification shall be on the Customer.

At the end of the thirty (30) day period mentioned above, any reservation or dispute by the Customer or any third party in relation to the Customer will be unenforceable against WeTruf and will extinguish any recourse against it, subject however to any applicable legal guarantees.

8. DELIVERY OF DELIVERABLES – USE – RETENTION OF TITLE

1. Delivery of deliverables

The Deliverables constitute the written formalization of the Services performed by WeTruf in accordance with the Order. It is however specified that, given the purpose of the Services (studies, diagnoses and/or advice), the Deliverables are written in such a way as to be clear, objective and intelligible for the Client’s personnel who have been in direct contact with WeTrufIn particular, the Preferred Contact Person(s) or the relevant departmental staff within the Client (when the Client is a legal entity).

When the Services ordered by the Customer involve the delivery of Deliverables, the Deliverable(s) shall be communicated to the Customer according to the schedule defined by mutual agreement between the Parties.

2. Conditions of use of the Deliverables by the client – obligations of the client

In case of doubt about the meaning or scope of an advice or recommendation formalized in the Deliverables, it is the Customer’s responsibility, prior to the implementation of the said advice or recommendations, to directly and solely request WeTruf in order to obtain additional details or clarifications.

The Deliverables are intended for the exclusive and personal use of the Customer. The Deliverables are indeed only communicated for the internal needs of the Customer. They must not be communicated to any third party, whatever it may be, except with the prior written consent of WeTruf.

Obligations of the Client:

• The Deliverables shall not be disclosed to any third party, except with the prior written consent of WeTRUF.
• Deliverables shall not be distributed or published in any manner whatsoever without prior written permission from WeTRUF.
• In case of written authorization from WeTRUF for the dissemination / publication of the Deliverables (especially the Analysis Reports), the said Deliverable shall be distributed as is, in an unchanged manner (whether in terms of content, format or layout) compared to the Deliverable delivered to the Customer by WeTRUF. Any alteration or modification is strictly prohibited.
• In any case, whatever the purpose of use by the Client, the Deliverables (in particular the Analysis Reports) must not be modified or reformulated in any way whatsoever.

The Customer expressly undertakes to comply with the obligations set out below, both on its own behalf and on behalf of its Staff, for which it provides security pursuant to Article 1204 of the Civil Code.

3. Reservation of ownership

Notwithstanding the provisions of Article 1583 of the Civil Code, the transfer of ownership of the Deliverables to the Customer is subject to full payment by the latter of the sums due to WeTruf. In addition, in the event of non-payment on the due date of invoices fromWeTruf, the latter shall be entitled to suspend delivery of the Deliverables to the Customer.

9. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

It is expressly understood between the Parties that their collaboration does not entail any transfer of intellectual property rights (in particular copyrights) and industrial rights (the ” IP Rights “) belonging to the Parties respectively.

Thus, the realization of the Services by WeTruf for the benefit of the Customer does not imply any transfer (to the Customer) of intellectual and industrial property rights belonging to WeTruf. These IP Rights remain the exclusive property of WeTruf.

As a result of the foregoing:

• the delivery of the Deliverables does not imply any transfer of the IP Rights to the Customer, who only benefits from a right of use of the said Deliverables, except prior written derogation from WeTruf;
• the delivery of the Service Media to the Customer does not imply any transfer of IP Rights to the Customer, who only benefits from a right of use of the said Service Media, and this, only for his own needs.

In addition, the Customer shall not, without the express prior written consent of WeTRUF, use the trademarks of WeTRUF (including its logo) and, in particular, shall not affix the WeTruf logo to any document it intends to distribute in any manner whatsoever. In any case, the Customer is not allowed to use or mention the name of companies or structures that are partners of WeTRUF in any way whatsoever.

Failure to comply with the above obligations may result in civil and/or criminal proceedings being brought against the Customer and any third party accomplice, in particular for counterfeiting.

10. OUTSOURCING

WeTruf may entrust all or part of the realization of the Services to one or more subcontractors (the ” Subcontractors “) of its choice with the required skills subject to having informed the Customer.

These Subcontractors will intervene under the responsibility of WeTruf. Reciprocally, the Customer shall be bound to strictly comply with the obligations stipulated in these General Conditions with respect to the Subcontractors.

11. NON-SOLICITATION OF PERSONNEL

The Customer agrees – both on its own behalf and on behalf of its managers, its Affiliates and its external collaborators – not to make any offer of employment or collaboration, whatever the name, to any member of WeTruf’s staff, nor to recruit any member of WeTruf’s staff, either directly or indirectly (including through an intermediary).

This obligation of the Customer shall apply from the time the Parties enter into negotiations prior to the conclusion of the Agreement, for the entire duration of the commercial relationship between the Parties and for a period of three (3) years from the last service performed by WeTrufThis is true regardless of the cause of the termination of the commercial relationship between the Parties.

If the Customer fails to comply with this obligation, the Customer shall pay to WeTruf a fixed compensation equal to thirty-six (36) times the last gross monthly remuneration (including social security charges) paid by WeTruf to this member of its Staff.

12. CONFIDENTIAL INFORMATION AND COMMITMENTS OF THE PARTIES

1. Duty of confidentiality as a service provider

WeTruf, as a service provider, undertakes to respect the confidentiality of documents and information provided by the Customer for the purpose of performing the Services. WeTruf staff is highly aware of this privacy issue.

2. Mutual Confidentiality and Commitments of the Parties

Each of the Parties undertakes to respect the confidentiality of the information and documents of which it will have knowledge during its collaboration with the other Party. In particular, the Service Materials and Deliverables are confidential. Each of the Parties undertakes to use all reasonable means to guarantee the effectiveness of the confidentiality of the documents and/or information of the other Party.

Non-disclosure Each of the Parties undertakes – both on its own behalf and on behalf of its officers, employees, Affiliates and external collaborators for whom it acts as guarantor – not to disclose any confidential information to any person in any form whatsoever.

Purpose of use of confidential information: Each of the Parties undertakes – both on its own behalf and on behalf of its officers, employees, Affiliates and external collaborators for whom it acts as a guarantor – not to use the confidential information for any purpose other than the business relationship between the Parties and the performance of their respective obligations.

Duration of commitment: the obligations of confidentiality The provisions of this section shall apply for the duration of the contractual relationship between the Parties and shall continue in full force and effect after the termination thereof, and what as long as the confidential information is not in the public domain.

13. WeTruf’s COMPLIANCE WITH REGULATIONS: SOCIAL LAW AND PERSONAL DATA

1. Respect of the regulations in social law

WeTruf employs, remunerates and supervises its Staff under its sole responsibility, including in the Customer’s premises, in accordance with the legal and regulatory provisions in force. WeTruf certifies that the Services will be performed by a Staff regularly hired with regard to the regulations in force.

2. Compliance with the regulations on the protection of personal data

WeTruf is equipped with the skills and organizational means to secure the processing of personal data that would be carried out as part of the Services with respect to its customers, and this, in accordance with the regulations in force (the RGPD in particular and the resulting law of 20 June 2018).

In accordance with the principles of minimization and finality, WeTruf only collects personal data relating to the Customer that are relevant and useful, and only for legitimate purposes, in particular: for the execution of its contractual obligations, for the follow-up of its commercial relations with its customers and the respect of its legal and regulatory obligations.

In accordance with the regulations in force, the person concerned has the right to access, modify, rectify and delete his/her personal data by writing to WeTruf by mail to the address mentioned in article 1.1 of the present General Conditions or by email to the address: contact@WeTruf.com.

This letter or email from the person concerned must explicitly include the subject and details of his request so that WeTruf is able to respond as soon as possible.

14. INSURANCE

Each of the Parties undertakes to have subscribed, before the start of the performance of the Services, to an insurance policy with a company known to be solvent for all risks that may arise in the course of and following the performance of the Services.

15. GUARANTEE

WeTruf warrants to the Customer that it will perform the Services in accordance with the conditions set forth in Section 6.2. Given the many parameters and the inherent uncertainty of any truffle culture and the purpose of the Services, it is expressly understood between the Parties that any guarantee of result from WeTruf is excluded, and this, whatever the type of Services.

16. RESPONSIBILITY
    1. Responsibility of WeTruf

Given the characteristics of the Services, WeTruf is bound by an obligation of means. It can only be held responsible in case of fault. The burden of proof is on the Customer.

The analysis, advice and / or recommendations from WeTruf within the framework of the Services are provided to the Customer, verbally or in writing (including in the Deliverables), in good faith and professionally but without guarantee of results (including performance of the operation).

In addition, only the Customer is the decision-maker as to the relevance and, where appropriate, the implementation of the analyses, advice and / or recommendations made by WeTruf.

2. Customer’s responsibility

The Customer shall be mutually obliged to comply with the terms of the Agreement and its obligations. In addition, the Customer will use or implement the advice and recommendations made by WeTruf (including in the Deliverables) as part of or following the realization of the Services under its sole responsibility.

3. Cases of exclusion of liability for WeTruf

The responsibility of WeTruf shall in no way be held liable for decisions or directions taken by the Client on the basis of the Services provided by WeTruf, including on the basis of the Deliverables, a fortiori if the Customer has not previously requested WeTruf in accordance with its obligation under Section 8.2.

The responsibility of WeTruf is excluded in case of non-compliance by the Customer with one of its obligations stipulated in these General Terms and Conditions, such as in particular its obligation to provide assistance (cf. article 6.3.1) and/or its obligation to carry out the necessary steps which are exclusively incumbent upon it (cf. article 6.3.4). The responsibility of WeTruf is also excluded in case of non-compliance by the Customer of the instructions and recommendations communicated by WeTruf to the Customer during or after the realization of the Services.

In addition, the responsibility of WeTruf shall not be liable in the event of an event of force majeure as defined in Article 1218 of the Civil Code and its application by case law, nor in the event of an event that is not attributable to it or to any of its Subcontractors. The responsibility of WeTruf cannot be engaged if the realization of the Services is impacted by imperative legal or regulatory provisions.

4. Exclusion of article 1223 of the Civil Code

The Customer expressly acknowledges that it may not avail itself of the provisions of Article 1223 of the Civil Code relating to the price reduction option, which are expressly excluded from the Contract.

5. Exclusion for consequential damages and quantum of compensation

Notwithstanding any other term of the Agreement, WeTruf’s liability for any indirect, material or immaterial damage suffered – including, but not limited to, loss of profit or business interruption of the Customer – in connection with or as a result of the performance of the Services, is expressly excluded.

In any case, if the contractual responsibility of WeTruf was engaged, the damages awarded to the Customer will be expressly limited to the amount TTC of the Order from which the fact generating responsibility of WeTruf would result.

In addition, in the event of damage suffered by the Customer, the Customer shall limit its potential or existing damage as much as possible.

17. TERMINATION

In the event of repeated failure by either Party to comply with its contractual obligations, the aggrieved Party shall give notice to the other Party, by registered letter with acknowledgement of receipt (LRAR), to comply with its contractual obligations.

If the aforementioned formal notice has remained without effect at the end of a period of thirty (30) days from the receipt of the aforementioned letter, the injured Party may terminate the Contract.

If the termination of the Agreement is attributable to the Customer, WeTruf shall be entitled to be reimbursed by the Customer for all costs and expenses incurred in the performance of the Services, irrespective of the right to claim damages for the loss suffered. WeTruf will also be released from any commitment towards the Customer, except for its confidentiality commitment (see article 12.2).

18. APPLICABLE LAW, STATUTE OF LIMITATIONS AND SETTLEMENT OF DISPUTES

The Contract for Services concluded between the Parties is exclusively governed by French law, regardless of the nationality of the Customer. As expressly authorized by Article 2254 paragraph 1 of the Civil Code, any liability action against WeTruf will lapse at the end of a period of one(1) year from the date of occurrence of the event on which the Customer would base his action.

In the event of a dispute between the Parties relating to the interpretation, performance or termination of the Contract, the Parties shall endeavor to settle such dispute amicably. In any case, jurisdiction is exclusively attributed to the competent Court of Nancy, including in case of multiple defendants, appeal for guarantee or summary proceedings.

19.   STIPULATIONS FINALES
    1. Errors and omissions.

Any material error or omission in the commercial documents, price lists, invoices or other commercial documents emanating from WeTruf, including on its website, may be corrected at any time without WeTruf’s liability being incurred.

2. Communication – References.

The Customer expressly authorizes WeTruf to mention its name and logo in any document used to promote the activity of WeTruf and in particular via its Website and its company page via social networks.

3. Divisibility.

If any provision of the Agreement is found to be unwritten, void or unenforceable, the validity of the remaining provisions shall not be affected and they shall remain in full force and effect. In addition, the said stipulation shall be replaced by a stipulation in accordance with the will of the Parties as initially formalized at the conclusion of the Service Agreement (see Article 1.1).

4. Waiver.

The fact that one or other of the Parties does not avail itself at a given time of any of the clauses of these General Conditions shall not be interpreted as a waiver of the right to avail itself of them at a later date.

5. Interpretation.

The use of the word “ including ” means that the list that follows is not exhaustive and therefore not limitative.

6. Reproduction of these Terms and Conditions is prohibited

The present Terms and Conditions have been drafted by the Grand Est Avocats law firm located in Nancy .

These Terms and Conditions have been specifically written for WeTruf, according to its own activities and issues. Any reproduction – including partial or by way of modification or adaptation – is prohibited and may be subject to legal action, in particular on the basis of unfair competition and/or parasite.

---

II. General Terms and Conditions of Sale (GTCS)

1. PURPOSE, SCOPE OF THESE TERMS AND CONDITIONS AND DEFINITIONS
2. 1.1.Purpose, scope and composition of the Contract

Purpose – Scope of Application

WeTRUF is a company resulting from the Agronomic Research which aims to make available to the truffle industry the innovations developed in laboratory. In particular, WeTRUF has developed an innovative product which is a pF reader for plaster probes, specially adapted for irrigation management in truffle fields mainly and, if necessary, for other crops (the ” Product(s)” ).

The present general conditions of sale of WeTRUF (the ” GTC “) are intended to define the terms and conditions under which WeTRUF sells the Products to any natural person (consumer, farmer/entrepreneur in his own name) or legal entity (company, association, community, professional organizations, cooperative, etc.) (the ” Customer “) following the placing of the order by the Customer. WeTRUF and Customer are hereinafter collectively referred to as the ” Parties ” and individually as a ” Party “.

In accordance with the legal provisions in force (article L.441-1 III. of the Commercial Code), the WeTRUF General Terms and Conditions of Sale constitute the sole basis for commercial negotiations with its professional customers (BtoB).

Any Order placed by the Customer with WeTRUF, including remote orders, and duly accepted by WeTRUF in accordance with Article 2.2 below, shall be governed exclusively by these GTC. The Parties expressly exclude the provisions of Article 1119 paragraph 2 of the Civil Code. These GTC shall prevail over any general terms and conditions of purchase of the Customer or any other similar document issued by the Customer.

Certain clauses apply only to the Customer « Consumer » within the meaning of the introductory article of the Consumer Code(« Any natural person acting for purposes that do not fall within the scope of their commercial, industrial, craft, liberal or agricultural activity.»). In addition, the articles of the Consumer Code that must be reproduced are listed in the Appendix.

Composition of the Contract :

The following items are jointly referred to as the ” Contract Documents ” and are complementary to each other and form the contract for the sale of the Product (the ” Contract “) between WeTRUF and the Customer under the conditions stipulated in Article 2.2 below.

The Contractual Documents are :

• these T&Cs;
• the Quotation or any other document formalizing the agreement of the Parties on the details of the Products as well as their financial conditions (cf. article 2.2 below);
• and the User’s Manual.

1. Definitions

For the purpose of understanding, interpreting and enforcing these T&Cs, the Parties have agreed to define essential terms as set forth below:

• ” Products” means any product marketed by WeTRUF that is mentioned in the Quotation accepted by the Customer.
• ” Instructions for Use ” means the document formalizing the instructions and recommendations for using the Products. This User Guide is communicated to the Customer upon delivery of the Products (usually in the package).

The User Manual also defines the terms and conditions of the commercial warranty (see Article 7.1).

2. COMMANDES – FORMATION DU CONTRAT 
   1. How to place an Order

Orders must be placed in writing (e.g. by email or via the WeTRUF website).

2. Validation of the Order and formation of the Contract

The Customer’s Order is deemed accepted by WeTRUF when it is expressly confirmed in writing (email in particular) by the latter or, where applicable, by the express acceptance by the Customer (including by email) of the pricing proposal (signature of the estimate in particular) which was communicated to him by WeTRUF (depending on the validity date of the estimate).

In either of the above cases, the Order shall be deemed firm and irrevocable: the Contract shall be concluded and fully effective. Any change requested by the Customer shall be subject to the prior written consent of WeTRUF, which may make such change subject to an additional charge to the price agreed upon in the initial Order concluded.

2. 2.3.Customer’s consent given by electronic means

The Customer acknowledges and accepts that his consent to the conclusion of the Contract is validly given by dematerialized means, in particular by means of check boxes or validation “clicks”. This acceptance will be deemed to have the same value as a handwritten signature by the Customer.

3. PRICES – PAYMENT – TERMS AND PENALTIES
   1. Price

The Products shall be invoiced to the Customer in accordance with the prices indicated in the validated Order under the conditions stipulated in article 2.2 above.

The prices will be increased by the taxes in force and are exclusive of expenses. Unless expressly agreed otherwise in writing by WeTRUF, any travel and accommodation expenses will be charged to the Customer in addition.

WeTRUF reserves the right to change its prices at any time, but the products will be invoiced on the basis of the prices in effect at the time the Order is confirmed with the Customer.

2. Payment

The placing of an Order by the Customer shall entail the obligation for the latter to pay the agreed price.

3. Terms of payment – penalties

Payment for the Products shall be made in cash, by bank transfer, unless otherwise specified in the Quotation.

(Not applicable to the Consumer Customer) In the event of late payment by the Customer, the fixed compensation of collection of an amount of 40 euros will be due by right by the Customer.

4. Compensation

Unless WeTRUF has given its prior written consent, the Customer shall not be entitled to set off any sums owed to WeTRUF under the Agreement against any sums owed by the Customer.

4. DELIVERY – RESERVATIONS
   1. Delivery

The Products are delivered to the delivery address indicated by the Customer during the Order process.

In the event of delivery by a carrier requiring an appointment with the Customer, the carrier shall contact the Customer as soon as possible to arrange a delivery date, no later than 30 days from the date the Order is validated.

WeTRUF shall not be liable for any delay in delivery due to the Customer’s unavailability after several proposed appointments by the carrier.

(Only applicable to the Consumer Customer): In application of the legal provisions in force, in case of delay of delivery, the Customer has the possibility of solving the Contract in accordance with the terms and modalities defined in the article L 216-2 of the Code of the consumption. The refund of the Customer will intervene then according to the terms and conditions defined in the article L 216-3 of the Code of the consumption.

2. Damage – Reserves

Upon delivery of the Product, it is the Customer’s responsibility to notify any reservations to the carrier, by notifying them on the delivery slip (open, damaged package, etc.), which the Customer must sign.

The Customer shall further notify WeTRUF of such reservations by e-mail or letter within a maximum of ten(10) calendar days from the date of delivery. The notification of reservations shall include all evidence that is adequate to enable WeTRUF to ascertain the reservations (including photographs of satisfactory quality).

If the above conditions are not cumulatively met, any reservation will be unenforceable against WeTFUF.

5. RESPECTIVE OBLIGATIONS OF THE PARTIES
   1. WeTRUF’s duty to inform

WeTRUF has explained the features and functionality of the Products to the Customer after having made inquiries about the Customer’s needs.

It is expressly understood between the Parties that WeTRUF has not made any commitment as to the degree of performance of the Product or the yield of the Customer’s truffle farm (or any other crop).

2. Customer’s obligation

The Customer undertakes to take note of and scrupulously respect the instructions and recommendations contained in the User’s Manual.

6. TRANSFER OF RISK – RETENTION OF TITLE

The risks, in particular of loss or damage to the Product, shall pass to the Customer as soon as the Customer, or a third party designated by the Customer, takes physical possession of the Product.

Notwithstanding the provisions of Article 1583 of the Civil Code, the transfer of ownership of the Products to the Customer is subject to the latter’s full payment of the sums due to WeTRUF.

7. GUARANTEES
   1. Commercial warranty

In addition to the applicable statutory warranties, the Products sold by WeTRUF are covered by a commercial warranty (manufacturer’s warranty) of(1) year. This commercial guarantee is free of charge.

The terms and conditions of this commercial warranty are detailed in the User’s Manual.

In any event, the commercial warranty shall not apply in the event of non-compliance by the Customer, or by any third party, with the instructions and recommendations for use of the Products contained in the User Manual.

2. Legal warranty of conformity (only for the Consumer Customer)

The Customer benefits from the legal guarantee of conformity provided by the Consumer Code, the legal regime of which is set out in the box below, in accordance with the legal provisions in force.

It is reminded that within the framework of the legal guarantee of conformity, the Customer has a period of 2 years from the delivery of the goods to act. He may choose between repairing or replacing the good, subject to the conditions provided for in Article L 211-9 of the Consumer Code (if this entails a cost that is manifestly disproportionate to the other method proposed, given the value of the good or the importance of the defect).

The Customer is exempted from proving the existence of the defect of conformity of the good during the 24 months following the delivery of the said good, except for the second-hand goods and in the hypothesis where the qualities of the goods would have been altered because of the Customer or if the latter made a bad use of it.

This guarantee applies independently of the commercial guarantee granted.

The Customer can decide to implement the guarantee against hidden defects of the thing sold in accordance with Article 1641 of the Civil Code. In this case, subject to proof of a latent defect, he may choose between the resolution of the sale or a reduction of the sale price in accordance with Article 1644 of the Civil Code, excluding any compensation for ancillary costs such as costs inherent in the removal and re-installation of materials or damages for downtime or otherwise.

8. RIGHT OF WITHDRAWAL (only for Consumer Customers AND if the contract is concluded at a distance)
9. Exercise period and effects

In accordance with the legal provisions in force, the Customer has a maximum period of fourteen(14) days – from the date of receipt of the Product – to declare to WeTRUF the exercise of his right of withdrawal, and this, without having to justify his reasons or to pay any penalty. Withdrawal entails the retroactive cancellation of the Contract.

In case of exercising the right of withdrawal within the above-mentioned period, only the price of the Product(s) purchased and the shipping costs will be refunded. The return costs remain the responsibility of the Customer.

2. Terms and Conditions – Return of Products

In order to allow the Customer to exercise his right of withdrawal, in accordance with the legal provisions in force, WeTFUF attaches (as an appendix) to these GTC the standard withdrawal form.

In order to exercise the right of withdrawal, the Customer must send the aforementioned form, duly completed, to WeTRUF by registered letter with acknowledgement of receipt (LRAR), or any letter in LRAR clearly stating his or her wish to exercise the right of withdrawal.

Once the withdrawal form or statement has been sent to WeTRUF no later than fourteen (14) days following receipt of the Product(s), the Customer must return the Product(s) concerned to WeTRUF within a reasonable period of time and, at the latest, within fourteen (14) days from the date of sending the withdrawal form or declaration to WeTRUF.

The Product(s) must be returned in their original condition and complete (packaging, accessories, any assembly tools, instructions for use, invoice or order form, etc.) so that they can be remarketed in new condition. In case of depreciation of the Product resulting from handling other than that necessary to establish the nature, characteristics and proper functioning of the product, the Customer may be held liable.

WeTRUF will reimburse the Customer for the purchase price and the “one-way” delivery costs in accordance with the provisions of Article L 221-24 of the French Consumer Code.

9. COMPLIANCE – STANDARDS

The Products sold by WeTRUF comply with current French and European legislation. WeTRUF shall not be liable if the laws of the country to which the product is delivered are not observed (e.g. if a product is banned). It is thus up to the Customer to check with the local authorities the possibilities of importing or using the Products that the Customer plans to order.

10. RESPONSIBILITY
    1. Exclusions of liability for WeTRUF

Subject to the existence of legal provisions to the contrary benefiting the Customer, WeTRUF shall not be liable in any way for the Customer’s failure to comply with the instructions for use set out in the Instructions for Use (see Article 5.2).

2. Exclusion for consequential damages and quantum of compensation (not applicable to Consumer Customer)

Notwithstanding any other terms of the Agreement, WeTRUF’s liability for any indirect, material or immaterial damage suffered by the Customer – and in particular for loss of profit or business, loss of production, loss of opportunity, damage or expenses – which may arise from the purchase and/or use of the Products, is expressly excluded.

In any event, if WeTRUF is found liable, the damages awarded to the Customer shall be expressly limited to the amount of the Order, including VAT, from which WeTRUF’s liability arose. In addition, in the event of damage suffered by the Customer, the Customer shall use its best efforts to limit potential or existing damage as much as possible.

11. FINAL STIPULATIONS

1. Errors and Omissions – Modification of Terms and Conditions. Any material error or omission in the business documents, price lists, invoices or other business documents issued by WeTRUF, including on its website, may be corrected at any time without liability. WeTRUF may further amend these Terms and Conditions. The General Terms and Conditions of Sale applicable to the client are those in effect at the time the Sales Order is confirmed.

2. Communication – References. When the Customer is a professional, the latter expressly authorizes WeTRUF to mention its name and its distinctive signs (logo in particular) in any document used to promote the activity of WeTRUF and in particular via its Internet Site and its company page via social networks.

3. Severability. If any provision of this Agreement is held to be unwritten, invalid or unenforceable, the validity of the remaining provisions shall not be affected and they shall remain in full force and effect. In addition, the said stipulation shall be replaced by a stipulation in accordance with the will of the Parties as initially formalized at the conclusion of the Contract.

4. Interpretation. The use of the word ” including” means that the enumeration that follows is not exhaustive and therefore not limiting.

5. Applicable Law – Dispute Resolution – Mediation

This Agreement shall be governed by and construed exclusively in accordance with French law, regardless of the nationality of the Customer. In the event of a dispute, the Parties shall endeavor to seek an amicable settlement. For any dispute arising from this Contract, in particular relating to its formation, interpretation, performance or termination, jurisdiction is expressly and exclusively granted to the competent court of Nancy, including in the event of multiple defendants, warranty claims or emergency proceedings.

Mediation (only for the Consumer Customer) :

In the event of a complaint by the Customer, the Customer must notify WeTRUF in writing (letter or email) of his/her claims in order to attempt to reach an amicable agreement.

If an amicable agreement cannot be reached within a reasonable period of time, in application of articles L 612-1, L 616-1 and R 616-1 of the Consumer Code relating to the mediation process for consumer disputes, the Customer may refer the matter free of charge to the consumer mediator to whom WeTRUF is attached.

6. Reproduction of these GTC is prohibited

The present Terms and Conditions have been drafted by the Grand Est Avocats law firm located in Nancy .

These Terms and Conditions have been drafted specifically for WeTRUF and are tailored to WeTRUF’s particular business and issues. Any reproduction – including partial or by way of modification or adaptation – is prohibited and may be subject to legal action, in particular on the basis of unfair competition and/or parasite.

Appendix: Articles of the Consumer Code (only applicable to the Consumer Customer)

Article L. 217-4 Consumer Code: ” The seller is obliged to deliver a good in conformity with the contract and is responsible for the defects of conformity existing at the time of the delivery. He shall also be liable for any lack of conformity resulting from the packaging, the assembly instructions or the installation when the latter was made his responsibility by the contract or was carried out under his responsibility. “

Article L. 217-5 Consumer Code

“The property conforms to the contract:

Whether it is fit for the purpose usually expected of similar goods and, if applicable : – if it corresponds to the description given by the seller and has the qualities that the seller has presented to the buyer in the form of a sample or model;

– if it has the qualities that a buyer can legitimately expect in view of the public statements made by the seller, by the producer or by his representative, particularly in advertising or labelling; or if it has the characteristics defined by mutual agreement by the parties or is suitable for any special use sought by the buyer, brought to the attention of the seller and accepted by him. “

Article L217-12 Code de la consommation : ” The action resulting from the defect of conformity is prescribed by two years as from the delivery of the good.

Article L. 217-16 Code de la Consommation: “When the buyer asks the seller, during the course of the commercial guarantee which was granted to him at the time of the acquisition or the repair of a movable good, a repair covered by the guarantee, any period of immobilization of at least seven days is added to the duration of the guarantee which remained to run. This period starts from the date of the buyer’s request for intervention or from the time the goods are made available for repair, if this is later than the request for intervention. “

Article 1641 Civil Code: “The seller is bound by the warranty for latent defects in the thing sold which render it unfit for the purpose for which it was intended, or which so diminish that purpose that the buyer would not have acquired it, or would have given only a lesser price for it, if he had known of them.”

Article 1648 paragraph 1 Civil Code

“The action resulting from redhibitory defects must be brought by the purchaser within two years of the discovery of the defect.”

Standard withdrawal form (only for the consumer customer)

Cancellation form to be used in accordance with the provisions of Article 8 of these GTC:

To the attention of WeTRUF – customer service – 2, Avenue de la Forêt de Haye in Vandœuvre-lès-Nancy (54500)

I hereby notify you of my right of withdrawal from the contract for the sale of the product(s) listed below:

Product(s) concerned:

Ordered on / /

Received on / /

Order number:

Name of consumer(s):

Address of consumer(s) :

Signature of consumer(s)

Date of signature :