VAL DE LOIRE ACCUMULATEURS DISTRIBUTION / VLAD Z.A. du Papillon 400, rue Emile Dewoitine 37210 Parçay-Meslay - FRANCE Telephone : (+33) 02 47 54 08 29 Fax : (+33) 02 47 41 97 95
Capital company of 38 150€ Registered with the TOURS trade and companies register since March 23, 1999 SIRET : 422 283 580 00047 / APE : 4669B
Monday to Thursday from 8:30am to 12:30am / 1:30pm -6pm Friday from 8:30am to 12:30am / 1:30pm -4pm Closed Saturdays, Sunday and bank holidays.
ARTICLE 1 • FIELDS OF APPLICATION: SALES TO PROFESSIONALS
These general terms and conditions of sales apply to all sales concluded by VLAD with professional buyers only who have a client account.
They are known for being familiar to, and accepted by, the buyer.
As a result, unless otherwise stipulated, placing an order implies that the purchaser accepts these general terms and conditions of sale fully and without hesitation, regardless of any other documents such as samples, photos, brochures, catalogues or other, sent by the vendor and which are for information purposes only.
Unless formally accepted in writing by the vendor, no special condition may prevail over the General Conditions of Sale. Any other condition invoked by the buyer, unless expressly accepted in writing by the vendor, is thus inapplicable to the vendor, regardless of when the said condition arises.
The Conditions of Sale of the supplier VLAD take precedence over those of the client.
The fact that the vendor does not cite one of these Conditions at a given time may not be interpreted as a waiver of the right to cite it later.
A. In France
Every order implies the purchaser's unreserved acceptance of these Conditions of Sale.
Orders are subject to French law. Contractual information and the products offered for sale comply with French regulations. Where appropriate, it is the responsibility of the foreign client to check with local authorities as to the possibilities of usage of the product they wish to order. VLAD is not responsible in the event of non-compliance with the legislation of the country where products are delivered. In case of a dispute, French tribunals will have sole jurisdiction. For any litigation involving VLAD against any other company, the tribunal of Tours will be the sole jurisdiction to adjudicate.
C. Presentation of products
The features of products offered for sale are described on the Internet site https://www.vlad.fr (hereafter called "the Site"). Photographs do not fall within the scope of the contract. Features, dimensions, weight, photos, etc., mentioned in the catalogue and product spec sheet are for information purposes only. We reserve the right to make any modifications we deem appropriate, even after order reception, without, however, changing the basic features. VLAD cannot be held responsible if errors occur.
ARTICLE 2 • ORDERS
Orders can be sent to VLAD via the post, fax, email or electronic data exchange (EDI).
The minimum amount of an order is set at €25 before taxes. Orders less than this amount will not be accepted.
Orders will not be final, even when they have been taken by the vendor’s agents or employees, until they have been confirmed in writing.
A. Temporary unavailability of a product
If a product is temporarily unavailable, the client will be informed of this unavailability as soon as possible by email, telephone or post.
B. Permanent unavailability of a product
If a product is permanently unavailable, and if we cannot propose a product of similar quality and price, you can modify or cancel your order.
VLAD reserves the right to cancel the order after informing the client, and without compensation.
ARTICLE 3 • ORDER MODIFICATION
Any order modifications requested by the client are subject to prior agreement from VLAD and will only be taken into account after written confirmation of the modification.
Any orders requiring specific supplies will be considered firm and final unless prior approval is given by the vendor.
Any modifications requested by the client may extend the deadlines timetable or result in additional invoicing, and the client cannot claim non-compliance with the initial conditions.
ARTICLE 4 • PRICE
Prices in quotations are in Euros before tax.
Unless otherwise stipulated, prices are net, transport is not included, and exclude tax on the basis of prices communicated to the client.
Any tax, any duty, any right or other benefit payable under French regulations, or those of an importing or a transit country will be paid by the buyer.
VLAD reserves the right to modify its prices at any time. The products ordered are invoiced at the price in effect at the time the quotation was recorded.
VAT applies to all orders placed on the VLAD site. Only Swiss and DOM-TOM residents, as well as companies within the Euro zone providing their intra-community VAT number will be VAT-exempt. Customs duties as well as any fees and taxes remain the entire responsibility of the client. Countries outside the EU can contact us on firstname.lastname@example.org
ARTICLE 5 • PAYMENT CONDITIONS
A. On account opening
The price is payable on the day of the order, for an account opening.
B. After account opening
Our invoices can be paid by cheque, wire transfer, money order or bank draft (strictly within 8 days)without discount possible. The payment deadline for the amounts due is 30 days net from the date of the invoice. At the request of the client, this period may be different and freely fixed between the parties. In this case, it cannot exceed 60 calendar days from the date of issue of the invoice (LME law of 08/04/2008).
Any delays or failure to pay will result in forfeiture of the agreed terms, and renders all other outstanding amounts to VLAD immediately payable, regardless of the order in question. In accordance with the law, a late payment penalty, equal to three times the legal rate of interest in force at the time of the due date, will be added to the amount of the unpaid invoice. Late payment penalties are payable without the need for any reminder.
In addition, article D441-5 of the Commercial Code stipulates that, as of 1st January 2013, any professional who is late in payment will henceforth owe the invoice issuer a fine of €40 in recovery costs, which is added to the late payment penalties. This fine is due by operation of law for every invoice that is paid late, from the day following the invoice issue date, without any notice. It is not subject to VAT.
Failure or delay in honouring, even in part, one of any agreed payment dates, will make all outstanding amounts payable, and will lead to the immediate suspension of other deliveries, without further notice.
Any invoice recovered by legal services will be increased by a non-reducible penalty, as per article 1229 of the Civil Code, by a fixed indemnity of 15% of the recoverable due amounts. If recovery is made by legal proceedings, the vendor reserves the right to recover from the client his full legal fees incurred in the process.
ARTICLE 6 • DELIVERY AND TRANSPORTATION
A. Delivery times
Lead delivery times shall commence from the date of placing the order. These times are given as guidelines without obligation. Thus, any delay cannot justify cancellation of the order, nor give rise to a fine or penalty. For the client, pushing forward the delivery dates initially foreseen does not modify invoicing under the set conditions and dates.
In case of failure to deliver within 30 days from the date of placing the order, the client will be informed as soon as possible, by email, fax or letter, of the inability to deliver. The order will then be considered cancelled and any payments that may have been made, by whatever means, will be reimbursed by cheque made out in Euros, within a maximum period of thirty days.
Delivery is said to be effective from the time the client receives the goods. Under all circumstances, the goods travel under the responsibility of the sender, who is liable for damage to the goods as well as any caused to third parties.
The goods are not insured unless under express instructions from, and at the cost of, the buyer. It is the responsibility of the buyer, at the time of taking delivery, to carry out all inspections, to voice any reservations and, if necessary and within the permitted timeframe, take actions against the carrier (extract article L133-3 of the Commercial Code):
"Confirmation to the carrier within three working days, by registered letter, of any claim, damage or dispute."
Within the same time period, the client will keep the vendor informed of his actions. The forwarding of packages is at the cost of the buyer. A contribution to processing fees will be payable in the following cases:
All packages sent, not claimed by the buyer and returned by the carrier to VLAD ;
All packages forwarded due to incorrect entry of details or due to an error in the order, attributable to the buyer, can be forwarded against a contribution from the buyer
ARTICLE 7 • RETENTION OF TITLE
In accordance with articles L 624-16 and L 624-18 of the Commercial Code, goods sold by VLAD remain its legal property until full and final payment is made of the agreed price.
Until such time, the delivered goods will be considered to be on deposit and the buyer accepts all liability for any damage these goods may suffer or cause under any and all circumstances.
Until full payment is made, the goods cannot be resold without the prior consent of VLAD.
Notwithstanding any provision contrary to the present contract, if the buyer breaches any payment deadline, the vendor, without prejudice to its other rights, can demand, by ordinary registered letter, the return of the goods at the cost of the buyer, until such time as the buyer has discharged all obligations.
ARTICLE 8 • COMPLAINTS
All complaints concerning delivered goods must be made in writing within four working days from the time of receiving the goods.
It is for the client to furnish all evidence proving defects and deficiencies reported. The client should allow the vendor all opportunity to verify these defects and remedy them. The client must not intervene or permit any third party to intervene in this way. No complaint will be accepted after this time limit. All return of goods, for whatever reason, will be at the cost and risk of the client.
For any information, query or complaint, the client can contact VLAD Customer Services by:
Any product returns must be subject to a formal agreement between the after-sales service and the client. Any returned product without this agreement will be made available to the client and will not give rise to a credit note.
VLAD accepts the return of merchandise when it is returned in the following conditions: product properly packaged (no cells/batteries should be left loose); carrier suitable for the weight of the package(s) (no return by Colissimo for packages over 10 kg); no specific assembly can be returned where the client has not supplied an assembly diagram at the time of the order.
The client must follow the procedure in effect.
The return request must be made within fifteen working days after receipt of the equipment. The client must contact the VLAD quality service on 02.47.54.08.29. The client will receive by fax or email a number and a non-compliance form concerning the return procedure to be attached to the package.
All packages must be sent exclusively to VLAD, 400 rue Emile Dewoitine ZA, Papillon 37210 PARCAY-MESLAY accompanied by the non-compliance form provided by the VLAD quality service.
The returned equipment must be in a totally unused condition and in its original packaging. The costs of packaging and to and from transport are the responsibility of the buyer.
Any merchandise returned as a result of a fault on the part of the buyer will result in recovery of the same with a deduction depending on the conditions and deadline of the return for the costs of rewarehousing.
ARTICLE 10 • GUARANTEE
Products delivered by VLAD are guaranteed until the guarantee provided to us by the supplier or manufacturer expires. As such, the only guarantee which binds VLAD is for simple and straight-forward replacement of products without any other indemnity.
There are two types of guarantee:
A. Manufacturer's guarantee
The period for the manufacturer's guarantee displayed on the product spec sheet starts from the delivery date of the initial order, without renewal of this period in the event of an exchange within this period.
Period of guarantee: at least six months and not less than that agreed to by our suppliers.
The client will be entitled to obtain from VLAD the repair or replacement, free of charge, of defective products unless the choice requested is objectively impossible or its cost is clearly disproportionate to other alternatives, taking into account the value of the product, the type of compliance defect and the possibility of alternative solutions that do not significantly inconvenience the consumer.
Where the replacement of the product is impossible or its cost is clearly disproportionate, or where this would result in an unreasonable delay or cause major inconvenience to the client, the latter would be entitled to, in exchange for the product, a total or partial refund.
B. Guarantee against hidden defects
VLAD could be held responsible when a defect that is not visible (that is to say, not capable of being detected by a reasonable inspection by the buyer) renders the product unfit for its intended use, or reduces its usefulness to such a degree that the buyer, had the buyer been aware of the defect, would not have acquired the product or not acquired it at the purchase price (Article 1641 of the Civil Code).
The cost of returning the product is the responsibility of VLAD. If the expert assessment carried out by VLAD confirms that there was a hidden defect, then the buyer will be reimbursed in full.
A claim resulting from latent defects should be made by the purchaser within two years from the date of discovery of the defect (Article 1648 1st sentence of the Civil Code).
The guarantee does not cover obvious defects. The client loses the cover of the guarantee:
For alkaline and/or saline cells
For cosmetic damage
For all damage resulting from use
For all damage caused by accident, misuse, improper use, contact with a liquid
For all damage caused by using the product beyond its prescribed use as described in the technical sheets of the products.
For a product or article that has been modified in such a way that functioning or capacity are altered.
For all serial numbers that have been removed or rendered illegible
The vendor can suspend the legal or conventional guarantees in the event of a delay or total or partial non-payment of the price of the equipment.
ARTICLE 11 • MAJOR FORCE
VLAD cannot in any way be held responsible for any shortcomings in its contractual obligations in the event of a force majeure which includes but is not limited to the following events: internal or external industrial action, disasters, delay in our supplies and in general all events that impact and render impossible the normal fulfilling of orders.
ARTICLE 12 • DISPUTE
The contract is subject to French law. The Commercial Court of TOURS shall be the sole and exclusive jurisdiction for all and any disputes relating to the composition and fulfilling of orders.
This clause will also apply in case of summary judgement, incidental claim, plurality of defendants or guarantee claim, and regardless of the methods or means of payment, without any other no clauses assigning jurisdiction which may exist in the client’s documents constituting an obstacle.
Our conditions of sale shall cease to apply if, in a previous order, that buyer has withdrawn from his obligations. This would then be grounds for a refusal of sale, where the buyer fails to provide satisfactory guarantees or payment for the order. In the latter case, no reimbursement will be made.