These general conditions of sale apply to all sales made on the Wellborne site.

The www.wellborne.fr website is a service of :

• WELLBORNE
• Located at 49 Boulevard Lucien Sampaix 69190 Saint-Fons
• Website address: www.wellborne.fr
• E-mail address: [email protected]
• Telephone: 09 73 79 63 33

The wellborne website sells the following products: chargers and accessories for electric vehicles.

The customer declares that he/she has read and accepted the general terms and conditions of sale before placing his/her order.
Validation of the order therefore implies acceptance of the general sales conditions.

Article 1 – GENERAL

The fact that Wellborne SAS does not avail itself of one or more of the provisions of these GTC shall not be deemed a waiver, Wellborne SAS being entitled to demand their application.
All orders automatically imply the Customer’s unreserved acceptance of these GTS.
All documents other than the present ones are for information purposes only and Wellborne SAS reserves the right to modify them at any time.
Proposals, offers and quotations are valid only during the month following the date on which they are drawn up.
The Contract is intuitu personae and may not be assigned
without the prior written consent of Wellborne SAS.

Article 2 – ORDERS

2-1 The contract, quotation or offer (including catalogs) defines the special conditions supplementing or modifying, as the case may be, the present general conditions.
Orders must be formalized in writing and bear the Customer’s signature.
They only become binding after written confirmation from Wellborne SAS, materialised by an acknowledgement of receipt, and may be reduced or cancelled depending on availability.

No order shall therefore be deemed accepted until it has been acknowledged by Wellborne SAS.
The Contract is composed, in order of precedence, of the special conditions of Wellborne SAS and these GTC to the exclusion of any other document.
Consequently, any
modification will only be considered as accepted if it is expressly mentioned in the order acknowledgement.
Modifications during the term of the Contract Any modification of the Contract requested by the Customer subsequent to the dispatch of the acknowledgement of receipt by Wellborne SAS must be expressly accepted by Wellborne SAS.

Any modification of the Contract accepted by Wellborne SAS will be the subject of a written agreement between the Parties in the form of an amendment.
If Wellborne SAS refuses to accept the amendment or if the Customer does not agree to the changes, the Parties may agree either to terminate the Contract, or to ask the judge, by mutual agreement, to adapt the Contract.

2-2 Wellborne SAS reserves the right to modify any technical specifications without prior notice when the substitute product or service meets the needs of the purchaser and fulfills the purpose of the order.

Article 3 – DELIVERY / PERFORMANCE

3-1 Delivery is made within the time and at the place indicated in the order and confirmed in the acknowledgement of receipt.
For export orders, the Parties shall refer to the Incoterms published by the International Chamber of Commerce, latest version.
Unless otherwise stipulated, delivery is deemed to be made ex-works (or FCA for export).
If delivery is delayed for any reason beyond the control of Wellborne SAS, it will be deemed to have been made on the agreed date, with payment terms remaining in full force and effect.
In this case, the products will be stored by Wellborne SAS in a place of its choice at the expense and risk of the Customer.
If the Customer has not taken delivery of the products ordered within 30 days of delivery, Wellborne SAS may cancel the order and dispose of the products within eight days of sending an unsuccessful formal notice.

Delivery in Europe is deemed to have taken place when the goods are made available at Wellborne SAS or its subcontractors, in accordance with Incoterm 2010 ExWorks loaded.
Should the Customer fail to take delivery on the date of readiness for delivery, the goods shall be stored at the expense and risk of
Customer, without Wellborne SAS being held liable for any reason whatsoever.
These provisions do not modify
payment obligations.

3-2 Deliveries in France are made at the purchaser’s risk, even if the terms of the order are carriage paid.
For export deliveries
, risks are transferred to the purchaser in accordance with the INCOTERM chosen by the parties or applicable by default.

3-3 The Customer shall not be entitled to refuse any partial delivery, which shall not cancel or reduce the corresponding order, and Wellborne SAS shall only be obliged to deliver the missing goods or to reimburse or replace the non-conforming goods returned with its
agreement.

3-4 The delivery or performance times indicated in the special conditions are given for information only.
Wellborne SAS undertakes to respect the deadlines
agreed at the time of the order and whose terms it will have confirmed.
By way of derogation, any delays shall not entitle the purchaser to refuse the goods, to rescind the sale or to claim damages.
In any case, the goods will be delivered
subject to payment of the deposit provided for in the order.

3-5 – The Supplier undertakes to deliver the Wellborne Products ordered in accordance with the deadlines mentioned in its general sales conditions on
day of the order.
Wellborne SAS undertakes to inform the Customer without delay of any delay in delivery and/or inability to satisfy an order within the time specified.
In the event that an order cannot be fulfilled within one month of the initially scheduled delivery date, for any reason whatsoever, including force majeure or exceeding production capacity or available stocks, the Customer shall be entitled to obtain the products from another supplier.
Shipping, transport, insurance, customs clearance, duties and any other
costs associated with the delivery of the Products shall be borne exclusively by the Supplier, unless otherwise agreed between the Parties.

3-6 Deadlines

Performance deadlines are specified in the special conditions, and compliance with them constitutes a best-efforts obligation.
Deadlines only run from the date of issue of the acknowledgement of receipt by Wellborne SAS.
Wellborne SAS is automatically released from any commitment relating to deadlines and may make
the Customer bear the financial consequences in the following cases:

a) failure and/or delay on the part of the Customer in transmitting any data or test parts required for the performance of the Contract,
b) failure by the Customer to comply with the terms of payment,
c) failure and/or delay in providing the premises for the performance of the Contract,
d) failure and/or delay in obtaining licenses and/or administrative authorizations on the part of the Customer.

3-7 – Penalties for late delivery
– Penalties for late delivery: In the event of a delay attributable to Wellborne SAS, Wellborne SAS shall be entitled to pay, as from the end of the third week of delay, penalties equal to 0.5% per full week of delay of the price, exclusive of taxes, of the goods not yet delivered, up to a maximum of 5% of the price, exclusive of taxes, of the Order.
These penalties are final.

3-8 – Acceptance of the order at Wellborne SAS or its subcontractors
When acceptance is scheduled at Wellborne SAS, it is the Customer’s responsibility to attend or to be represented.
If the Customer does not attend the acceptance, the goods will be deemed to have been accepted by both parties.
An acceptance report will be drawn up attesting to the conformity of the goods to the contractual requirements.

3-9 – Acceptance at the customer’s premises
The order may be accepted at the customer’s premises.
The purpose of this acceptance is to check the conformity of the order with the contractual requirements.
It does not call into question the conformity control validated by the acceptance report drawn up by Wellborne SAS or its
subcontractors.
Wellborne SAS will inform the Customer in advance of the date of acceptance.

3-10 – Provisions common to acceptance tests
The customer is required to supply test parts in accordance with the contractual drawings.
It undertakes to make all necessary means available to Wellborne SAS for acceptance.
If acceptance cannot take place within the conditions and deadlines stipulated for reasons not attributable to
Wellborne SAS, Wellborne SAS may modify the conditions of acceptance.
In all cases, acceptance cannot be refused for minor defects that do not prevent normal operation of the goods.

3-11 – Transfer of ownership
Wellborne SAS reserves ownership of the goods sold until full payment has been received.

The Customer shall immediately inform Wellborne SAS of any seizure, requisition or confiscation of the goods in favour of a third party, and shall take all measures to safeguard Wellborne SAS’s right of ownership in the event of intervention by a creditor until the date of
transfer of ownership.
In the event of non-payment of the price on the due date, Wellborne SAS may immediately notify the Customer by registered letter with acknowledgement of receipt, of the cancellation of the sale, subject to all damages and interest to its benefit.
In this case, the Customer hereby authorizes Wellborne SAS and any person designated by the latter to enter the premises where the goods are located during working hours in order to remove the goods.

3-12 – Complaints upon receipt
Upon receipt of the goods, the consignee must check that the goods are in perfect condition and that there is no damage, loss, damage or missing items.
If this is not the case, the recipient Customer must express his reservations in writing to the carrier by registered mail
with acknowledgement of receipt within three days of receipt, with a copy to Wellborne SAS at the same time.
As regards Wellborne SAS, the recipient upon receipt of the goods must report by registered letter any reservations resulting from the quantitative and qualitative control from
packing slips, within 3 working days.
If these formalities are not complied with, all claims will be rejected, and the products delivered will be
deemed to conform in quantity and quality to the order.

Article 4 – SUPPLY

4-1 – The Customer shall purchase Wellborne SAS Products from the Supplier for resale in accordance with this Agreement and the Supplier’s
general terms and conditions of sale in effect on the date of each order.

4-2 – Prices
Except in the event of special conditions or agreements freely negotiated between the Parties, the price applied is that of the Supplier on the date of the order.
Any
modification of prices will only take effect within sixty (60) days of notification to the Customer.

Article 5 – CHARACTERISTICS

5-1 – The hardware and software sold conform to the descriptions of the manufacturer Wellborne SAS and are guaranteed within these limits.

5-2 – Spare parts:
Wellborne SAS will supply spare parts or computer components, provided that these products concern
equipment still being manufactured by Wellborne SAS or its own suppliers.
Wellborne SAS shall not be liable for the discontinuation of models that are technically or legally obsolete.
In such cases, Wellborne SAS reserves the right to supply an equivalent new or renovated product.

5-3 – Services:
Services are provided in accordance with the order and the special conditions.
The services provided by Wellborne SAS are always
subject to an obligation of means and do not give rise to a guarantee of results.

Article 6 – GUARANTEE

The goods sold are guaranteed against any defect resulting from a manufacturing or material fault, excluding second-hand equipment, destocking and
consumables.
Under the terms of the warranty, Wellborne SAS will repair, reimburse or replace, at its discretion and free of charge, products and/or parts recognized as defective by its services.
The cost of shipment and removal/reinstallation shall be borne by the customer, as well as return postage for export.
This contractual warranty is without prejudice to the legal warranty set out in articles 1641 et seq. of the French Civil Code.

6-1 – Defects giving rise to warranty
Wellborne SAS undertakes to remedy any operating defects arising from a defect in the design, materials or workmanship of the goods within the limits of the provisions below.
The warranty commitment applies only to the goods covered by the Contract, excluding wear parts,
consumables and labor for disassembly and reassembly of the product.

The Wellborne SAS warranty will not apply:
– defects in goods or parts supplied by the Customer, or in the event of a design imposed by the Customer in the manufacture of
the merchandise,
– in the event of normal abrasion, normal corrosion, normal wear and tear of the merchandise or its components, deterioration resulting from
negligence, lack of supervision or maintenance of the merchandise by the Customer,
– in the event of use of the goods not provided for in Wellborne SAS’ technical specifications, or misuse by the Customer or a third party,
– in the event of repair, modification, disassembly or reassembly, or connection of the goods, not carried out by Wellborne SAS or a member of its network of authorized installers.

6-2 – Warranty conditions: The warranty period for the Products is 36 months and begins on the date the Product is invoiced to the customer.
If
the said customer is a Distributor of the WELLBORNE network, the warranty
will start on the date of installation of the Product, if and only if
this is carried out within 6 months of the date of the invoice
of purchase from WELLBORNE SAS.
Beyond that date, the
warranty period will run from the date of initial invoicing of the Product to
Distributeur.

The Wellborne SAS warranty applies to operating defects resulting from a defect in the design, materials or workmanship of the products, excluding wear parts, consumables and labor for disassembly and reassembly of the Product.
This warranty does not apply in the event of improper storage, assembly, use or maintenance, unauthorized intervention by Wellborne SAS or normal wear and tear.
Finally, this warranty only applies in the case of an installation carried out by an Installer qualified “I.R.V.E” by the competent and approved organizations.

6-3 – Duration and starting point of the warranty

If the goods are put into operation by the customer before the date of invoicing of the Product, the warranty period will begin to run from the date on which the goods are put into operation.
In any event, the warranty period shall not exceed forty-two months (36 + 6 months) from the date of invoicing of the Product by WELLBORNE SAS.
The repair, modification or replacement of parts during the warranty period shall not have the effect of extending the warranty period of the goods.

6-4 – Obligations of the Customer
In order to be able to invoke the benefit of the warranty, the Customer must immediately notify Wellborne SAS in writing of the defects that it attributes to the goods and
provide all justifications relating thereto.
The Customer shall give Wellborne SAS every opportunity to ascertain such defects and to remedy them if necessary.
It is understood that the performance of repairs under this warranty is likely to lead to an interruption in the operation of the goods.
Consequently, the Customer shall take all necessary measures prior to the intervention of Wellborne SAS and shall, in particular, make
backups of its programming, as Wellborne SAS shall not be held liable for any loss of data.
The costs of
interventions by Wellborne SAS at the request of the Customer under the warranty that prove to be outside the warranty will be borne
by the Customer.

6-5 – Terms and conditions
In order to invoke the warranty, the customer must react promptly as soon as the defect appears.
On pain of losing the benefit of the guarantee, the Customer
shall ensure that the contradictory nature of the finding of the material defect or operating fault is respected, and shall provide all useful justifications
as to its reality.
Defective products must be returned to WELLBORNE for analysis.

6-6 – In the event of factory intervention requiring the repair of equipment seals, even under warranty, the costs invoiced by officially designated or approved inspection bodies shall be borne by the Customer.
In the event of a proven defect, it is the responsibility of Wellborne SAS to remedy the defect, and Wellborne SAS reserves the right to modify the goods to meet its obligations.
The costs of transporting the goods shall be borne by the customer.
Work resulting from the warranty obligation shall be carried out at Wellborne SAS after the Customer has returned the defective goods and/or parts to Wellborne SAS for repair or replacement, at Wellborne SAS’s discretion.
Nevertheless, if the nature of the merchandise requires that the repair take place at the Customer’s or its end customer’s premises, Wellborne SAS will bear the labor costs corresponding to this repair, excluding the time spent on preliminary work or on disassembly and reassembly operations of elements not included in the merchandise in question and made necessary by the conditions of use or installation of this merchandise.
Warranty operations to be carried out in mainland France shall be carried out within the normal working hours and working days of Wellborne SAS.
Travel and accommodation expenses will be invoiced to the customer.
Parts replaced free of charge are returned to Wellborne SAS at the Customer’s expense and become the property of Wellborne SAS.
The liability of Wellborne SAS under the warranty is strictly limited to the obligations defined in this article.

6-7 – Wellborne SAS assumes no warranty in the event of a claim based on:
– The use of the product sold by Wellborne SAS with a product not sold by Wellborne SAS and of which the Customer has not disclosed the existence or requested prior verification of compatibility.
– Storage, implementation or abnormal use of the product and/or use that does not comply with Wellborne SAS specifications, good practice or its intended use.
– Lack of routine maintenance of the equipment,
– Normal wear and tear of parts or deterioration due to variations in the quality of the hydrocarbons used.
– If the equipment, installation or part thereof has been modified or tampered with by the Customer or a third party not authorized by Wellborne SAS.
Also excluded from the warranty are defects affecting the equipment, resulting from external causes such as but not limited to: force majeure, accidents,
acts of vandalism, bad weather (storm, frost, fire, flood, lightning…), electrical action, ground movement, general breakdowns, picketing on the Customer’s site, war, riot, act of public authority, fait du Prince, failure by the Customer to obtain authorizations and licenses, earthquake, natural disaster, epidemic, embargo.

6-8 – The replacement or repair of a part under warranty does not entail any renewal or extension of the warranty period.

6-9 – Out-of-warranty repairs
Out-of-warranty, Wellborne SAS repairs defective products or parts on the basis of a quotation signed by the Customer.
The repair costs thus invoiced include the costs
of analysis and diagnosis.
If the customer does not carry out the repairs indicated, the costs of analysis and diagnosis will be charged to the customer in accordance with the applicable scale.
Unless expressly agreed otherwise, factory repair operations do not give rise to any warranty other than that they have been carried out correctly.

6-10 – Standard exchanges and refurbished parts
Second-hand equipment and refurbished parts that have been found to comply with inspection standards are covered by a 3-month warranty from the date of delivery (including standard exchanges).

6-11 – Provision of equipment
If equipment belonging to Wellborne SAS is made available to the Customer, the latter shall be fully responsible for its safekeeping and undertakes to use it only for the purposes of the Contract, in compliance with safety regulations, and to keep it and return it in its original condition at the request of
Wellborne SAS.

Article 7 – RESERVATION OF TITLE

Wellborne SAS retains ownership of the goods sold until payment of the full price in principal and accessories.
In the event of total or partial non-payment, Wellborne SAS may, by registered letter, claim ownership of the goods and demand their return at the purchaser’s expense and risk.
These provisions do not prevent the transfer to the purchaser of the risks of loss and deterioration of the goods sold, as well as responsibility for any damage they may cause.
It is expressly agreed that the transfer of ownership of the products is suspended until full payment of the price and its accessories.

The property thus reserved is accessory to the debt for which it guarantees payment.
The Customer undertakes to allow identification and reclamation of the Products at any time, it being understood that Products in stock will be deemed to correspond to unpaid Products, in accordance with Article 2369 of the French Civil Code.
Wellborne SAS brand Products are fungible.
The Customer shall be responsible for ensuring compliance with the obligations arising from this contract.
The Supplier reserves the right to terminate the contract in the event of failure to comply with any of the obligations under the contract, and upon simple observation thereof.

In the interval between delivery and full payment of the price, the Customer assumes all risks associated with the storage of the Products subject to retention of title.
He undertakes to keep them properly identified, protected and insured.
However, he may resell or use them in the normal course of business, as if he had acquired ownership.
For its part, the Supplier undertakes to duly deliver the Wellborne SAS Products to the Customer.

Article 8 – PRICES AND PAYMENT TERMS

8-1 – The selling price of products or services is the price appearing in the catalog in force at the time of the order, or, where applicable, in the specific commercial proposal sent to the purchaser.
If, for economic reasons, notably in the event of an increase in the price of raw materials, certain prices were to be modified before the end of the period of validity of the catalog or proposal, the customer would be informed in advance, and confirmation of the price, thus modified, would be made in the acknowledgement of receipt of the order.

8-2 Prices are stipulated in euros, exclusive of packaging, transport, customs duties, taxes and levies of any kind, and exclusive of WEEE (Waste Electrical and Electronic Equipment) eco-contribution, ex works, their nature and amount resulting from the order form.

8-3 Terms of payment
The terms and conditions of payment are detailed in the special terms and conditions of each Contract.
The invoice shall state the date on which payment is due.
Payments are due by immediate payment to the place indicated on the invoice.
Advance payments are payable in cash on receipt of the order acknowledgement.
Payment terms cannot be delayed.
Wellborne SAS reserves the right to demand stricter payment terms and/or payment guarantees in the event of previous payment incident(s).
Any failure to pay by the due date will automatically result in:
– the immediate payment of all sums due under the Contract,
– the suspension of services in progress and deliveries.

Only the actual receipt of any means of payment will be considered as full payment within the meaning of these GTC.
No discount will be granted for early payment under the conditions specified on the invoice.

Article 9 – DELAY OF PAYMENT

9-1 – Any delay in payment will automatically result in the payment of a penalty calculated on the total amount still due, equal to three times the current legal interest rate, notwithstanding any other action and/or claim for compensation.
In the event of late payment, Wellborne SAS reserves the right to suspend and even cancel other orders in progress.

9-2 – Any delay in payment will also entitle the customer to a fixed indemnity for collection costs of 40 euros.
Wellborne SAS reserves the right to claim additional compensation if the collection costs incurred are higher than the above-mentioned amount, upon justification.

9-3 – In the event of a serious deterioration in the financial situation of the purchaser, which would be likely to jeopardize the fate of its debt, Wellborne SAS reserves the right to cancel or suspend orders in progress and to require securities or, failing that, the immediate payment of its debt after a simple formal notice.

Article 10 – ATTRIBUTORY JURISDICTION CLAUSE

These general terms and conditions of sale and all contractual relations arising from them are governed by French law.
All disputes relating to the execution or interpretation of the present terms and conditions of sale, which are not resolved amicably, shall fall within the exclusive jurisdiction of the Lyon Commercial Court.

Article 11 – LIABILITY – FORCE MAJEURE

11-1 – Force majeure – The liability of Wellborne SAS is strictly limited to its contractual obligations.
It is expressly agreed that Wellborne SAS shall not be liable to pay any compensation for immaterial or indirect damage, such as loss of profit, operating loss, third-party claims, etc.
In any event, Wellborne SAS’s liability shall be limited to the amount paid by the Customer for the corresponding order.
Any liability or guarantee is excluded when the breakdown or malfunction is the result of a fortuitous event or force majeure.
Any warranty due is also suspended in the event of force majeure.
In addition to those generally accepted by jurisprudence, the following are considered to be cases of force majeure: total or partial strikes, internal or external to the company, lock-outs, bad weather, epidemics, blockage of means of transport or supply, earthquakes, fire, storms, floods, water damage, governmental or legal restrictions and all other cases beyond the control of the parties and rendering the execution of the warranty impossible.
The same suspension applies to orders in progress.

11-2 – Notwithstanding any clause to the contrary, Wellborne SAS will not compensate any immaterial damage such as, but not limited to, loss of income, loss of profit,
operating loss, financial cost, loss of order, any commercial disturbance, etc., the Customer waiving both on its own behalf and on behalf of its insurers any recourse against Wellborne SAS and its insurers. With the exception of gross negligence on the part of Wellborne SAS and compensation for bodily injury, the overall liability of Wellborne SAS is limited, for all causes combined, to a sum not exceeding the amount of the Contract excluding taxes.

Article 12 – INTELLECTUAL PROPERTY

12-1 – The Supplier is the owner of the intellectual property rights to the Wellborne SAS brand, its logos and distinctive signs allowing the identification
of the Products.
The Supplier authorizes the Customer to use these for the entire duration of the contract, for the exclusive purpose of performing the contract.
The Customer undertakes to do its utmost to prevent any risk of confusion in the minds of its customers between its company and the Supplier.
The Customer shall indicate its status as an independent trader on its point of sale and in all documentation.
The Customer shall inform the Supplier of any infringement of Wellborne SAS products, any parasitism or unfair competition or any other illegal practice likely to damage the Products that it may observe.

12-2 – The intellectual property rights relating to all documentation such as estimates, proposals, studies, software, plans, drawings, diagrams and
more generally all documents delivered or sent by Wellborne SAS remain the exclusive property of Wellborne SAS.
These quotations, proposals, studies, software, plans, drawings, diagrams and all other documents may not be communicated to third parties, represented or reproduced, nor used directly or indirectly for other purposes, without the prior written authorization of Wellborne SAS, acceptance of the order only granting the Customer a right of use for the exploitation of the goods.
Nothing in the Contract shall be construed as transferring to the Customer any rights whatsoever in respect of intellectual property (trademark, patent, know-how, literary and artistic property, etc.).
The software license does not transfer
any intellectual property rights to the Customer.
Subject to applicable legal provisions, any decompilation,
reverse-engineering, modification or creation of derived software by the Customer, the Customer’s customers, agents, distributors or licensees is strictly
prohibited.
Wellborne SAS undertakes to defend the Customer against any claim of infringement of an intellectual property right in France by Wellborne SAS’s merchandise.
Wellborne SAS shall defend the Customer provided that:
● the Customer has promptly notified Wellborne SAS in writing of such claim,
● and Wellborne SAS has sole direction of the defense and any settlement negotiations.

Wellborne SAS shall not be liable for any claim of infringement of intellectual property rights in the following cases:
● the combination, implementation or use of the goods with equipment, data or software not supplied by Wellborne SAS,
● a modification by the Customer of the goods,
● the goods made according to instructions or specifications or according to a model provided by the Customer.

Article 13 – FINAL DESTINATION CONTROL

The customer undertakes to obtain the legal authorizations relating to goods subject to final destination control by virtue of their nature or their
destination, without Wellborne SAS incurring any liability whatsoever.
Under no circumstances may the goods be re-exported contrary to the export control regulations of the country of origin of their manufacture, nor those of the country from which they are exported.
Furthermore, under no circumstances may these goods be used for military or nuclear purposes, or for the construction of nuclear power stations or plants for the production of chemical, biological or nuclear weapons, missiles or similar purposes.

Article 14 – PERSONAL DATA PROTECTION

The Customer and Wellborne SAS acknowledge that new obligations will be imposed by Regulation (EU) 2016/679 as of May 25, 2018 in national
law (the “GDPR”).
Accordingly, upon the entry into force of the Data Protection Legislation, the Parties shall comply with all obligations imposed on them and agree to negotiate in good faith to amend the terms of the Contract, if necessary, to ensure compliance with such legislation by both Parties, including, where appropriate, the incorporation of contractual terms that meet the requirements of Article 28(3) of the GDPR where one Party acts as a processor on behalf of the other Party (data controller).
Neither Party will be liable to the other Party for any advice or opinion it may share with the other in relation to the GDPR, or any
interpretation thereof.

Article 15 – SUSPENSION- TERMINATION

In the event of suspension and/or termination of the Agreement by the Customer for reasons not attributable to Wellborne SAS, the Customer agrees to reimburse the expenses and costs incurred by Wellborne SAS as a result of such suspension and/or termination, and Wellborne SAS shall benefit from an adjustment of the contractual deadlines.
In addition, Wellborne SAS shall be compensated for any loss suffered as a result thereof.
Wellborne SAS may terminate the Contract in whole or in part by operation of law and without formality, without prejudice to its rights and without incurring any liability to the Customer in the event that the Customer fails to comply with its contractual obligations.

Article 16 – FEES, CHARGES AND HONORARIES

Each Party shall bear the fees, costs and disbursements of its advisors, and all expenses incurred for the negotiation, preparation, signature and entry into force of the contract, and of the operations and agreements referred to therein.