Terms and Conditions

This page is a translation. The original French version is authoritative.

I. ACCESS AND USE OF THE PLATFORM

1. Application of the T&Cs

1.1. Scope of application. These Terms & Conditions of Use (T&Cs) apply to all use of the WaVa platform, which can be accessed at https://market.wava.exchange (the Platform), and is managed by WaVa Sàrl (CHE-236.868.592), headquartered at Route de l'Ile-au-Bois 1a Case postale 510, 1870 Monthey (we, our or WaVa).

1.2. Acceptance. Access to the Platform by any user (you or the User) is subject to compliance with these T&Cs. By accessing and using the Platform, and the services provided via the Platform (Services), you accept these T&Cs and you undertake to comply with them. Any use of the Platform on behalf of a legal entity implies that the legal entity also accepts these T&Cs. By using the Platform or creating a User account (Article 4.1 T&Cs) on behalf of a legal entity, you confirm that you are duly authorised to do so and have the authority to bind this legal entity.

1.3. Modifications. We reserve the right to modify these T&Cs at any time; you will be notified by any appropriate means (email, notification on login, etc.). Any use of the Platform after this notification is deemed acceptance of the modified T&Cs.

2. Functioning of the Platform

2.1. Marketplace. WaVa provides a marketplace service via the Platform (the Marketplace), which links up companies looking to sell (Sellers) with those looking to buy (Buyers) industrial by-products (Products).

2.2. Optional services. When indicated on the Platform, and subject to the stated terms and conditions, optional services may be offered (Options), in particular the formalisation and management of transactions between buyers and sellers concerning the purchase of products (Transactions); management of legal documentation for substances or materials that pass through the marketplace (Documentation); the transport of products (Transport); and other services.

2.3. The specific terms and conditions linked to use of the Marketplace, including provision of Options, are set out under Section II (Articles 7 to 13) of these T&Cs.

3. Terms of use

3.1. User account. Access to certain services requires the prior opening of a user account (User account), in particular the purchase of products. By registering, you certify and warrant that you are authorised to open a User account in accordance with these T&Cs.

3.2. Seller account. Access to the service that allows you to publish advertisements in accordance with Article 8.1 T&Cs requires the prior creation of a seller account (Seller account). By registering, you certify and warrant that you are authorised to open a Seller account in accordance with these T&Cs.

3.3. Individual conditions. A Seller account may only be opened on behalf of a company that is headquartered in Switzerland or Europe and is legally authorised to participate in transactions under Swiss and international law. WaVa reserves the right at its sole discretion to subject the creation of User accounts to other conditions.

3.4. Equipment and material. The equipment and material (e.g. computer, software, browser updates, telecommunications media) that are necessary to access the Platform are your sole responsibility, as are any telecommunications costs incurred by their use.

4. User content

4.1. Ownership. The Platform allows users to download, publish and transmit content, including advertisements for the sale of Products (User content). You retain ownership of your User content and WaVa will only use it in the context of operating the Platform and providing Services, in accordance with Article 4.2 T&Cs.

4.2. Licence. To this end, under these provisions, you grant us a worldwide, free, perpetual, irrevocable, transferable and sublicensable right to use your User content in order to operate, market, and improve the Platform and Services, including the right to adapt, copy and share your User content, regardless of the form or medium, to carry out comparative and development analyses, and to supply aggregated technical information to our community of clients and partners. In addition, provided we make reasonable efforts to anonymise the data, we reserve the right to reuse your User content for other purposes.

4.3. Access. If you have a User account or a Seller account, you can access, download and/or delete your User content at any time.

4.4. Legality. You are responsible for the legality of your User content and you undertake to ensure that it (i) does not breach any applicable legal provisions; (ii) does not infringe any third party intellectual property rights, or any other rights of third parties; (iii) does not include any false, incomplete or inaccurate information regarding you, your organisation, your Products or third parties, and is not defamatory or slanderous; and (iv) is not improper, vulgar or offensive.

4.5. Modifications. We reserve the right (but are not obliged) to adapt, refuse, or delete any User content at our sole discretion.

5. Modification and suspension

5.1. We reserve the right, at all times and without having to give reasons, to modify, or to suspend the Platform or any Service temporarily or permanently, with or without prior notice, without being held in any way liable.

5.2. If you have a User account or Seller account, we can, at our sole discretion, suspend, cancel or terminate temporarily or permanently your User account or Seller account, any related information and/or your access and/or use of all or part of the Platform, with or without giving prior notice, and for any reason, including but not limited to, violation of these T&Cs, without being held liable.

6. Obligations of users

6.1. General. By using the Platform, you agree to comply with all the applicable legal provisions, and not to use the Platform for any unlawful purposes or in a manner contrary to these T&Cs.

6.2. Restriction on use. In particular, it is strictly prohibited: (i) to use and/or access the Platform for purposes other than those set out in these T&Cs; (ii) to copy, reproduce, modify, adapt, change, index (apart from search engines), republish, or create works derived from all or part of the Platform, Services and/or Content; (iii) to access or attempt to access the source code of the Platform, using decompilation, reverse engineering, or any other techniques; (iv) to install Trojan horses or any other program designed to damage, cause adverse effects, intercept, or interfere with any system, data, or personal information; (v) to access the Platform or use the Services with the aim of developing a business to rival the Platform, or to replicate its functionalities; (vi) to collect email addresses or any other content available on the Platform for the purposes of spamming or for purposes other than what is necessary for normal use of the Services; and (vii) to make all or part of the Platform, Services, or Content to which access is limited available to third parties.

6.3. Legal compliance. You undertake to comply with all applicable legislation relating to your use of the Platform and Services – and only to engage in transactions to the extent in which you are authorised to do so. Transactions and movements of Products may in particular be subject to the provisions of the Environmental Protection Act., the Ordinance on Risk Prevention Officers for the Carriage of Dangerous Goods by Road, Rail or Water (in German, French and Italian only), the Ordinance on the Avoidance and Disposal of Waste, the Ordinance on Movements of Waste (in German, French and Italian only), the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and Its Disposal as well as other similar provisions, or applying to categories of specific Products, whether in Switzerland or abroad.

6.4. Accuracy. You undertake to supply accurate, precise, up-to-date and complete information about yourself when you register and in all interaction with the Platform.

6.5. Non-compliance. Without limiting the rights set out elsewhere in these T&Cs, in the event of non-compliance with these T&Cs, we reserve the right to deny you access to the Platform, or to refuse to provide the Services.

II. MARKETPLACE

In addition to the provisions in sections I and III, the provisions in section II apply to all use of the Marketplace and in particular to the conclusion of Transactions via the Marketplace.

7. Introduction

7.1. Functioning. The Marketplace allows potential Buyers and Sellers to meet virtually and to conclude transactions. The Platform is organised in such a way as to offer the greatest possible flexibility to contracting parties. Usually, the order process via the Platform comprises:

• Publishing and consulting Advertisements (see Articles 8.1 and 8.2)
• An exchange and verification phase (document check and/or Product tests) (see Article 9);
• Arranging a contract on the Transaction (see Article 10);
• Selecting Options (e.g. ADR documentation or Transport of Products) (see Article 13); and
• Signing of the Contract by the Parties.

7.2. Participation in the Platform. Users are free to organise the transaction flexibly via the Platform. By registering on the Platform and accepting the T&Cs, Users undertake to conduct the Transaction in its entirety via the Platform. In particular, it is prohibited to buy or sell advertised Products outside of the Platform.

8. Advertisements and orders

8.1. Advertisements. Through the Marketplace, WaVa allows Buyers and Sellers to publish advertisements concerning offers to sell or buy Products (Advertisement). Advertisements must comply with the specifications published on the Platform and only refer to Products that are authorised for trade on the Platform. The Products must be described in the Advertisement supplied by the User, who is solely responsible for its content (see Articles 4.4 and 19.4). By sending us the data relating to the Advertisement, the User consents to this advertisement being published by Wava on the Marketplace (including its non-public content to Users who have undertaken to treat the information as confidential in accordance with Article 8.2).

8.2. Consultation of Advertisements. Any visitor to the Platform can consult the public content of Advertisements, which contains general information. In order to consult the full content of an Advertisement, the User concerned must have (i) connected to their User account beforehand and (ii) confirmed that they undertake to treat the information contained in the Advertisement as confidential; only to access the content with a view to concluding a Transaction concerning the Products in question; and in particular, not to disclose the content of the Advertisement to third parties.

9. Document check, samples and tests

Users interested in a Transaction can exchange additional information via the Platform and carry out document checks, which the potential Buyer may demand, as well as conducting sample analyses. If requested to do so, WaVa can assist the Parties in this context, in particular by organising the transport of samples. Otherwise, the Users concerned are solely responsible for these operations.

10. Order and contract arrangements

10.1. Order. After the necessary checks and verifications have been carried out satisfactorily, the Buyer can place an order via the Platform, in which case the Seller is notified on his/her User account and by email.

10.2. Contract arrangements. If the Seller confirms the Buyer’s order, the two parties will receive a link that allows them to view and sign the order form and contract concerning the Transaction (the Purchase contract) entirely electronically.

11. Price and payment

11.1. Price. The prices of Products listed for sale on the Marketplace are freely set by the Seller, in line with the applicable legislation. Prices are in principle stated in Swiss francs (CHF) for Products purchased in Switzerland, and in euros (€) for Products purchased in the European Union. Prices are net and include VAT if applicable.

11.2. Fees. The prices indicated on the Platform do not include transport charges, or any potential foreign taxes, customs duties, insurance fees or other charges. If the Buyer opts for transportation via our External Partner, the transport costs will be added to the price and indicated in the contract (see Article 13.3). 11.3. Financial flows. All transfers of funds between Buyers and Sellers are conducted outside of the Platform and in accordance with the Purchase contract. When the Purchase contract is signed, WaVa will invoice the seller the amount due for any options and the Commission, as set out under Article 11.5 T&Cs. 11.4. Payment. The payment of Products, as well as any Optons selected, is made by bank transfer in accordance with the terms set out in the Purchase contract. 11.5. Commission. Registering on the Platform as a Buyer or Seller is free of charge. WaVa receives a commission (the Commission) on the amounts of transactions conducted via the Platform, which corresponds to 20% (excluding applicable taxes) on the transaction amount. The Commission is due on all Transactions, irrespective of the relations between the Buyer and Seller, and remains due, in particular in the event of a dispute between the parties concerning a Transaction.

12. Delivery and risk transfer

The delivery of Products is organised, and the risks are transferred, in accordance with the provisions agreed between the parties involved in the Purchase contract. You acknowledge that WaVa does not bear any risk of loss, theft, delay, or any other damage associated with delivery of the Products.

13. Optional services

13.1. Introduction. In order to facilitate the execution of Transactions, the Platform allows Buyers and Sellers to select certain Options when drawing up the contract for the Transaction. These options are detailed on the Platform and may include:

• preparing transport documentation;
• transporting the Products;
• producing external anaylsis certificates for Products.

13.2. External Partners. WaVa has selected third party service providers to whom it entrusts the delivery of the Options (External Partners). In this way, on request of Users, WaVa can put Users in touch with the External Partners that are best able to meet their requirements.

13.3. Contract. If the offers submitted are approved, an agreement is concluded directly between the selected External Partner and the User(s) involved, in accordance with the conditions applied by the External Partner. WaVa is not party to this contract and does not enter into any commitment in this context.

14. Principal roles and obligations

14.1. Seller’s role. The Seller undertakes to deliver the Products sold in accordance with the contractual provisions agreed with the Buyer for each Transaction, and to meet their other resulting obligations. The Seller is responsible for the sale of Products and for complaints, or any other problem occurring or associated with the Transactions between it and the Buyer. The seller may reserve the right to refuse a transaction. The seller is responsible for guaranteeing the conformity of the waste/secondary raw materials, sample and composition sheet.

14.2. Buyer’s role. The Buyer undertakes to pay the amounts due in relation to the Transactions in which it is participating, according to the terms set out on the Platform, and to meet the other obligations assigned to it, in accordance with the contract with the Seller, or otherwise stipulated on the Platform. The Buyer undertakes not to make any payment to the Seller or relating to Advertisements outside the Platform.

14.3. WaVa’s role. Unless expressly stated otherwise, WaVa is not a party to the Transactions and accepts no liability or responsibility in this regard, including in terms of default risk or other associated risks. WaVa acts as neither a buyer nor a seller of Products, does not offer a consultancy service, and does not issue any personalised recommendations. Any dispute relating to the purchase and sale of Products must be settled directly between the Buyer and Seller.

14.4. Assistance. You undertake to provide all necessary or useful assistance for the proper execution of the Transaction and Options, in particular by (i) supplying any necessary or useful information or authorisations for the proper execution of the Transaction or Options, proactively and on request, and (ii) responding to any reasonable instruction and/or order that we may issue in relation to the Transaction or the provision of Options.

III. COMMON PROVISIONS

The provisions in section III apply to all use of the Platform and Services, including access to the Marketplace and use of Additional services.

15. Data protection

We have drawn up a privacy policy, which can be accessed at [https://www.wava.exchange/en/articles/notice/]. This describes how personal data are collected via the Platform and for what purposes. This privacy policy, as amended from time to time, is an integral part of these T&Cs.

16. Intellectual property

16.1. Ownership. Subject to Article 4.1 T&Cs relating to User content, all intellectual property rights relating to the Platform, Services, and content accessible via the Platform (Content) is the sole property of WaVa and of our licensors. The provision of these intellectual property rights does not entail any transfer of such rights, nor the granting of any rights of use other than the licence granted in accordance with Article 16.2 T&Cs.

16.2. Licence. Subject to these T&Cs, and within the limits set out in them, you are granted revocable, non-exclusive, non-transferable and non-assignable access to the Platform and Content for your own professional use, solely to the extent necessary for use of the Services.

16.3. Feedback. If you submit ratings, comments, input or any other elements concerning the Platform, the Services or our activities more generally, you grant us a non-exclusive, worldwide, perpetual, assignable and sublicensable licence to use them for all practical purposes within the framework of operating and promoting the Platform, without remuneration.

17. Confidentiality

17.1. Definition. Within the framework of these T&Cs, ‘Confidential Information’ refers to any information disclosed by WaVa or a User via the Platform, or in connection with the Platform, excluding information that is generally known by third parties or that is publicly available on the Platform. Confidential Information comprises the existence and content of Advertisements and Transactions, which a User becomes aware of while using the Platform or in exchanges with another User. In addition, the Platform, Content and Services are considered Confidential Information and the sole property of WaVa.

17.2. Duty of confidentiality. You undertake not to (a) disclose, sell, grant a licence, transfer, or pass on this Confidential Information to any individual or entity, except employees, sub-contractors or representatives of your organisation who have a legitimate need to know this Confidential Information to execute Transactions (and only to the extent required to do so); and/or (b) use, reproduce or copy Confidential Information, except to the extent required to execute the Transactions. However. cases where disclosure is required by law remain reserved (in which case you must inform the owner of the Confidential Information of this obligation to the extent permitted by law, and only disclose the information that is strictly necessary to comply with the legal obligation).

17.3. Return. Upon request at any time, you must return all copies of documents and media containing Confidential Information, and delete any copies saved on your media, unless there is a legal retention obligation (in which case a single copy of the Confidential Information may be retained and it should only be accessible and usable to the extent required to comply with the applicable legal obligation).

17.4. Harm. You acknowledge that a violation of your duty of confidentiality may cause irreparable harm, for which monetary compensation may not be adequate. Consequently, WaVa may request and take provisional measures in the event of a breach or threatened breach of the abovementioned commitments, in addition to all other rights available.

18. Sub-contracting

We reserve the right to sub-contract the fulfilment of all or part of our obligations with regard to the Platform and Services to third parties at any time.

19. Disclaimer

19.1. Principle. Access to and use of the Platform, Services and Content are at your own risk. The Platform, Services and Content are provided as is and as available. We expressly disclaim and you waive all kinds of warranties, whether express or implied, including any implied warranties of fitness for a particular purpose, quality or availability of the Platform, Services or Content.

19.2. Exclusions. We provide no express or implied guarantee and do not provide any assurance that (i) the Platform will meet your needs; (ii) use of the Platform will be uninterrupted, secure and error free; (iii) the information and Content available on the Platform will be accurate and reliable; and (v) the Platform will be updated and any error in Content will be corrected.

19.3. Downloads. Use of any documents or content downloaded or obtained through the Platform is at your own risk and you are solely responsible for any damage caused to your computer system or any loss of data resulting from such downloads.

19.4. User Content. All User Content that is published, transmitted or associated with the Platform (by you or by others) is the sole responsibility of the originating user. We cannot, and do not undertake to, check User Content, or all use of the Platform by other users. We make no representation or warranty, express or implied, regarding the accuracy, up-to-dateness or completeness of this information and bear no responsibility or liability in this regard.

19.5. Third party Content. The Platform may contain content supplied and maintained by third parties, or links to such content. This content and these links are provided without obligation and this does not constitute any kind of approval by us. We bear no responsibility or liability in this regard.

19.6. Internet. Use of the internet entails risks, in particular that the data transmitted are intercepted, altered or destroyed. Incidentally, ordinary emails sent via the internet are not confidential or secure and may be read by third parties, lost, intercepted or modified. Emails cross borders, even if the sender and recipient are located in the same country. Emails may be infected with viruses. In general, you should avoid opening emails from unknown senders and unexpected attachments contained in such emails. To protect your device from viruses, we recommend using the latest browser version and installing up-to-date anti-virus software. By using the Platform and Services, you accept these risks, and we decline all liability in this respect, including concerning any manipulation of a computer system by yourself, your representatives, or unauthorised third parties.

20. Liability

20.1. Principle. You expressly acknowledge and accept that, to the extent permitted by law, we are not liable for any direct or indirect damage, including loss or damage resulting from civil liability, loss of earnings, loss of use of property, loss of data, or any other intangible losses (even if we have been notified of the possibility of this loss or damage) resulting from (i) use of the Platform or Services, their unavailability or the impossibility of using them; (ii) unauthorised access to, or modification of, your data; (iii) statements or conduct of any third parties on or in association with the Platform; (iv) information available on the Platform, as well as any connected sites and any documents distributed on the Platform; (v) any other cause connected with the Platform.

20.2. Transactions and Products. Moreover, we do not bear any responsibility and are not liable for any damage linked directly or indirectly to Transactions on the Platform, to contractual relations between Users or with third parties, and/or to Products and their use, even if we facilitated the relationship. In particular and without limitation, WaVa cannot be held responsible for payment default, delivery delay or failure to meet the promised level of quality. Any claim of this type must be resolved exclusively between the parties to the Transaction (Buyer and Seller) or third parties concerned, to the full and complete discharge of WaVa.

20.3. Limitation. Without prejudice to the above limitations, our liability with regard to indirect and/or consequential loss or damage is expressly excluded (this includes, in particular, loss of profit, commercial harm, loss of business, loss of customers, loss of opportunity or the cost of acquiring a replacement product or service) in relation to or arising from non-performance or incorrect performance of the services, to the extent that such exclusion is permitted under the applicable law.

21. Damages

You undertake to compensate us, our partners and employees for any liability, loss, damage, claim, penalty, fine, cost and expense, including, but not limited to, reasonable legal fees resulting from your breach of these T&Cs, whether culpable or not, in particular if you use the Platform in violation of these T&Cs or the applicable legal provisions.

22. Miscellaneous provisions

22.1. Severability. If any provision of these T&Cs is held to be invalid or unenforceable, the parties agree to execute their intent, as set out in the invalid provision, to the fullest extent possible and that the other provisions of these T&Cs will remain valid and enforceable.

22.2. Assignment. You may not assign or transfer any of your rights or obligations in accordance with these T&Cs. We may assign or transfer any rights or obligations, or sub-contract the execution of any of our obligations under these T&Cs to any third party at any time, without having to obtain your prior consent.

22.3. Force majeure. We cannot be held responsible for any failure or delay in the fulfilment of our obligations that is due to forces reasonably beyond our control, such as acts of God, natural disasters, wars, action by governments or authorities, riots, strike action, epidemics or pandemics, power outages or telecommunications failures. If such an event occurs, we will notify you without delay.

22.4. Non-waiver. Failure of WaVa to exercise or enforce all or part of the provisions of these T&Cs, regardless of the frequency and duration, will not be deemed to be a waiver of such rights.

23. Applicable law and place of jurisdiction

23.1. Applicable law. The T&Cs and relations between you and us, or with any company linked to WaVa, the provision of services, as well as the order and sale of Products, are governed by and construed in accordance with Swiss law, with the exception of its conflict of law rules.

23.2. Place of jurisdiction. Any dispute arising from these T&Cs or relations with WaVa are subject to the sole jurisdiction of the competent courts at the location of WaVa’s headquarters.

24. Contact us

You can contact us at the following address: contact@wava.exchange