Last updated june 02, 2021
VAL DE LOIRE ACCUMULATEURS DISTRIBUTIONS / VLAD
Z.A. du Papillon
400, rue Emile Dewoitine 37210 Parçay-Meslay - FRANCE
Phone: (+33) 02 47 54 08 29
Fax: (+33) 02 47 41 97 95
SAS with a capital of €68,150
Registered in the Trade and Companies Register (R.C.S.) of TOURS since March 23, 1999
SIRET : 422 283 580 00047 / APE : 4669B
Monday to Thursday from 8:30am-12:30pm / 1:30pm-6pm
Friday from 8:30am-12:30pm / 2:00pm-4pm
Closed on Saturdays, Sundays and public holidays.
These General Conditions of Sale apply to all sales and deliveries concluded by VAL DE LOIRE ACCUMULATEURS DISTRIBUTION «VLAD», a simplified joint stock company with a capital of 68,150 euros, whose head office is located at 400 rue Emile Dewoitine, 37210 PARCAY MESLAY, France, registered in the Trade and Companies Register under the number 422 283 580. The head office’s SIRET number is 42228358000047, the intracommunity VAT number is FR03422283580 and the APE code is 4669A: Wholesale trade (business-to-business) of electrical equipment.
VLAD has 2 websites :
Its telephone number is +33 2 47 54 08 29. Pursuant to Article L 441-1 of the French Commercial Code, these General Conditions of Sale constitute the sole basis of the commercial relationship between the parties and form an integral part of all contracts concluded between VLAD and its customers. Any order for products implies the Buyer’s unreserved acceptance of and full and complete adherence to these General Conditions of Sale, which shall prevail over any other of the Buyer’s documents, and in particular over any General Conditions of Purchase, unless expressly agreed otherwise by VLAD.
They are deemed to be known and accepted by the Buyer. The GCS are only valid for professionals, excluding non-professionals and consumers. Otherwise refer to the GCS on the public merchant website https://www.batteries4pro.com. Consequently, unless otherwise agreed, placing an order implies the Buyer’s full and unreserved acceptance of these General Conditions of Sale, to the exclusion of all other documents such as samples, photos, prospectuses, catalogues or other documents issued by the seller and which are only indicative. Unless formally accepted inwriting by the seller, no special condition may prevail over the General Conditions of Sale. In the absence of express acceptance, any contrary condition opposed by the Buyer shall therefore be unenforceable against the seller, regardless of when it may have been brought to its attention. VLAD’s Conditions of Sale as a supplier shall prevail over those of its customers. The fact that the seller does not avail itself at a given time of any of these General Conditions of Sale cannot be interpreted as a waiver of its right to avail itself later of any of the said conditions.
Any order implies that the Buyer accepts these conditions without reservation.
Orders are subject to French law. The contractual information and the products offered for sale comply with French regulations. If necessary, it is up to the foreign customer to check with the local authorities on possibilities of use of the product that it plans to order. VLAD shall not be held liable in the event of noncompliance with the regulations of a foreign country to which the product is delivered. In the event of a dispute, the French courts shall have exclusive jurisdiction. In the event of a dispute between VLAD and any other company, the Courts of Tours shall have exclusive jurisdiction.
The characteristics of the products offered for sale are presented on the
websites http://www.vlad.fr & https://www.batteries4pro.com (hereinafter referred to as «the sites»). Photographs do not form part of the contract. The characteristics, dimensions, weights, photographs, etc., referred to in the catalogue and product sheets are only indicative. We reserve the right to make any changes we deem appropriate, even after receipt of the order, without, however, affecting the product’s essential characteristics. VLAD cannot be held responsible for any errors that may have been introduced.
Orders can be sent to VLAD by post, fax, email, EDI, Punchout or on the http://www.vlad.fr or https://www.batteries4pro.com websites. The minimum order amount is set at €50 excluding taxes. No order below this amount can be accepted. Orders, even when placed via the seller’s representatives or employees, are only final when they have been confirmed in writing.
In the event of a product’s unavailability, the customer will be informed of such unavailability as soon as possible by email, fax or mail.
In the event of permanent unavailability, and if we cannot provide you with an article of equivalent quality and price, you may modify or cancel the order. VLAD reserves the right to cancel the order after informing the customer, without compensation.
Any modification to an order requested by the customer is subject to VLAD’s prior agreement and shall only be taken into consideration after receipt of the modification in writing. Any order involving supply of a specific product shall be firm and final unless prior agreement is given by the seller. Any modification at the customer’s initiative may result in an extension of the delivery date initially planned or in additional invoicing, without the customer being able to claim noncompliance with the initial conditions. In the event of the customer modifying its order, VLAD shall be released from the agreed deadlines for its fulfilment.
The prices established in quotations are in euros, excluding taxes. Unless otherwise agreed, prices are net, excluding transport and taxes, on the basis of the rates communicated to the customer. VAT is shown separately on the invoice. Any tax, duty or other fee to be paid in application of French regulations or those of an importing country or country of transit shall be borne by the Buyer, in particular the CPE (contribution for the environment). VLAD reserves the right to modify its prices at any time. The products ordered are invoiced at the price in force at the time the quotation is recorded. VAT is payable on all orders placed on the VLAD wesites. Only residents of Switzerland and Overseas France, as well as companies in the Eurozone that provide their intracommunity VAT number, will be exempt from VAT. The customer is responsible for all customs duties and taxes. Countries outside the EU, consult us on firstname.lastname@example.org
When an account is opened, the price is payable in cash on the day of the order,
Our invoices are payable by cheque, bank transfer or administrative order, without discount. The time limit for payment of sums due, freely agreed between the parties, may not exceed 45 days from the end of the month during which the invoice was received or 60 days from the date of issue of the invoice. VLAD shall issue the invoice as soon as the delivery has been made within the meaning of Article 289(3) of the General Tax Code. The Buyer is obliged to request it. VLAD and the Buyer shall each keep a copy of any invoice issued within the time limit stipulated by the applicable provisions of the General Tax Code. Subject to the provisions of the General Tax Code, the invoice shall mention the names of the parties as well as their addresses and their invoicing addresses if different, the date of the sale, quantity, exact designation, and unit price excluding VAT of the Products sold, as well as any price reduction acquired at the date of the sale and directly linked to the sale operation concerned.
The invoice shall state the date on which payment is due. It shall specify the rate of penalties payables on the day following the payment date indicated on the invoice, as well as the amount of the lump-sum compensation for collection costs due to the creditor in the event of late payment. Payment shall be deemed to have been made on the date on which the funds are made available by the Buyer to the beneficiary or its surrogate. The invoice shall include the number of the purchase order as previously established by the Buyer. Any delay in payment or non-payment shall result in the forfeiture of the time limit for payment and render all other debts owed to VLAD immediately payable, regardless of the order concerned.
In compliance with the law, a late payment penalty equal to three times the legal interest rate in force on the due date will be applied to the amount of the unpaid debt. Late payment penalties are payable without need of a reminder. Any delay in payment shall also result in the Buyer being obliged to pay VLAD a lump-sum compensation of 40 euros, without prejudice to additional compensation that VLAD reserves the right to claim if collection costs are greater than such fixed indemnity of 40 euros. In the event of noncompliance with the above payment conditions, VLAD also reserves the right to suspend or cancel the delivery of orders underway on the part of the Buyer, suspend performance of its obligations, and reduce or cancel any discounts granted to the latter. VLAD reserves the right to allocate sums paid in settlement of the oldest invoices plus interest on arrears and costs incurred, in the following order: costs, interest, debt in principal.
The Buyer shall only have a right of offset and a right of retention if its claim is certain, of a fixed amount, due and undisputed, recognised by a court decision having the force of res judicata, or expressly recognised by VLAD. Until full payment of the price by the Buyer, VLAD reserves a right of ownership over the Products sold, enabling it to repossess said Products. Any deposit paid by the Buyer shall remain VLAD’s property as lump-sum compensation, without prejudice to any other action that it may be entitled to take against the Buyer as a result in order to make good the entirety of its loss. Any clause to the contrary, in particular one included in the General Conditions of Purchase, shall be deemed unwritten, pursuant to Article L. 624-16 of the French Commercial Code. Any invoice recovered by the Legal Department shall be increased, by way of a penalty clause within the meaning of Article 1231-5 of the Civil Code, by a lump-sum compensation set at 15% of the total amount of the sums due to be recovered. In the event of recovery by legal action, the seller also reserves the right to claim from the customer all costs and fees incurred by such proceedings.
Delivery times start as soon as the order is placed. Such deadlines are given for information purposes only and are not binding. Consequently, a delay cannot justify the cancellation of the order, or give rise to compensation or penalty. The fact that the customer postpones the delivery dates initially planned may in no way lead to modification of the invoicing under the conditions and dates initially planned. VLAD shall endeavour to comply with the delivery time indicated upon acceptance of the order, in accordance with the profession’s reference logistics leadtime, and to fulfil orders, except in the event of force majeure or of circumstances beyond its control, such as strikes, frosts, fires, storms, floods, epidemics, supply difficulties, without this list being exhaustive. In the absence of delivery within thirty days from the date of the order, the customer will be informed as soon as possible, by email, fax or mail, of the impossibility of delivery. In the event of a delay of more than 30 days, and if such delay is not attributable either to a case of force majeure or to a fault on the Buyer’s part, the Buyer may request cancellation of the sale and will then recover the deposit it has paid to
Delivery is deemed to have taken place as soon as the customer takes charge of the goods. In all cases, the goods travel at the recipient’s risk, both for damage to the material and to third parties. The goods are only insured on the express instruction and at the expense of the Buyer. It is obviously the Buyer’s responsibility to carry out all checks and state any reservations it may have upon the goods’ arrival, and, if necessary and within the regulatory time limits, take action against the carrier, (Extract Art. L 133-3 of the Commercial Code) : « Receipt of the transported objects extinguishes any action against the carrier for damage or partial loss if within three days, not including public holidays, which follow that of this receipt, the recipient has not notified the carrier, by extrajudicial act or by registered letter, his reasoned protest ». Within the timeframe provided for in Article L 133-3 of the Commercial Code, the customer shall keep the seller informed of its actions. Reshipment of packages is at the Buyer’s expense. A contribution towards the processing of handling fees is payable in the following cases :
VLAD may in no case be held liable for events during transport, destruction, damage, loss or theft, even if it has chosen the carrier.
Pursuant to Articles L 624-16 and L 624-18 of the French Commercial Code, the goods sold by VLAD remain its legal property until the actual and final payment of the agreed price has been received. Until this date, the delivered goods will be considered as consigned and the Buyer will bear the risk of the damage that such goods might suffer or cause for whatever reason. Until full payment has been made, the goods may not be resold without VLAD’s prior consent. Notwithstanding any provision to the contrary in this contract, in the event of the Buyer’s failure to comply with one of the payment deadlines, the seller, without losing any of its other rights, may demand, by simple registered letter, the return of the goods at the Buyer’s expense until the latter has fulfilled all its commitments.
All intellectual property rights relating to the Products (including drawings, plans, technical specifications, test results, technical descriptions, catalogues, brochures, user manuals and any other data, disclosed with or relating to the Offer or resulting from VLAD’s fulfilment of the Order) are and shall remain VLAD’s property. No license is granted by VLAD on Products sold under these
General Conditions. The Customer undertakes not to infringe the intellectual property rights (defined in Article 8) and not to test, dismantle, reverse engineer or analyse the Products by any means without the prior written consent of VLAD.
Where the Products are developed and/or manufactured in accordance with plans, drawings or technical specifications provided by the Customer, the Customer shall hold VLAD harmless against all claims and damages resulting from a supposed or actual infringement of intellectual property rights belonging to a third party. The Customer agrees to notify VLAD promptly of any intellectual property claims relating to the Products and to provide VLAD with all necessary assistance and information to enable VLAD to defend itself. Unless otherwise agreed in writing between the parties, the special tools designed and produced by VLAD for the manufacture of the Products in accordance with the technical specifications provided by the Customer shall remain the exclusive property of VLAD.
Any complaints about delivered goods must be made in writing within four working days of receipt of the goods concerned. It will be up to the customer to provide any justification as to the reality of the defects or anomalies noted. It shall provide the seller with every facility enabling it to ascertain such defects and to remedy them. It shall refrain from intervening itself or having a third party intervene for such purpose. No dispute shall be received after this period. Any return of the goods, for whatever reason, shall be at the customer’s expense and risk. For any information, question or complaint, the customer may contact VLAD’s Customer Service Department by mail addressed to VLAD’s head office.
All product returns must be formally agreed between the seller’s after-sales service and the customer. Any product returned without such agreement shall be held at the customer’s disposal and shall not give rise to establishment of a credit note. VLAD accepts the return of goods if they are returned under the following conditions : Product packaging precautions (batteries must not be delivered in bulk) carrier adapted to the weight of the parcel(s) (no return by Colissimo for parcels over 10 kg). No special assembly will be taken back if the customer has not provided an assembly diagram when ordering). The customer must comply with the procedure in place. A request for return must be made at the latest within fifteen working days following receipt of the goods. The customer must contact VLAD’s Quality Department on 02.47.54.08.29.
The customer will receive, by fax or email, a number and a noncompliance form on the modalities of return, which must be attached to the parcel. All parcels must be sent exclusively to VLAD 400 rue Emile Dewoitine ZA Papillon 37210 PARCAY-MESLAY accompanied by the noncompliance form provided by VLAD’s Quality Department. The returned goods must be in strictly new condition and in their original packaging; packaging and transport costs for the outward and return journeys are at the Buyer’s expense. Any return of goods, following an error or responsibility of the Buyer shall lead to the said goods being taken back with an abatement depending on the conditions and times of return, for restocking expenses.
The products delivered by VLAD are guaranteed up to the amount of the guarantee granted by the supplier or manufacturer. In this respect, the only guarantee incumbent on VLAD is the pure and simple replacement of the products without any other compensation.
There are two types of guarantees :
The manufacturer’s guarantee period as stated on the product sheet starts on the date of delivery of the initial order, without renewal of such period in the event of any change in the latter’s context. Duration of the guarantee: minimum 6 months and cannot be less than that granted by our suppliers. The customer shall be entitled to obtain from VLAD the repair or replacement of a defective product free of charge, unless the choice requested is objectively impossible or constitutes a cost that is clearly disproportionate to other methods, taking into account the value of the product, the nature of the lack of compliance and the possibility of implementing alternative solutions without major inconvenience to the consumer. In the event that replacement of the product is impossible or constitutes a manifestly disproportionate cost or leads to an unreasonable delay or causes major inconvenience to the customer, the latter shall be entitled to obtain a full or partial refund in exchange for the product.
VLAD may be held liable when a defect that is not visible (i.e. is not likely to be discovered by a reasonable inspection on the Buyer’s part) renders the product unfit for its intended use or reduces its usefulness to such an extent that the Buyer, had it known of the defect, would not have acquired the product or would not have acquired it at the purchase price (Article 1641 of the Civil Code). Products must be checked by the customer upon delivery. In cases of visible defects, we will replace the defective parts, subject to verification of the alleged defects. The customer must provide proof of the reality of the defects observed, with the supplier reserving the right to carry out onsite observations and verifications directly or indirectly. VLAD guarantees its products against hidden defects, in compliance with the law, usages and jurisprudence, and under the following conditions :
VLAD’s guarantee only covers hidden defects. As our customers are professionals, a hidden defect is defined as a manufacturing defect in the product that makes it unfit for its purpose and that could not be detected by the Buyer before its use. A design defect is not a hidden defect and our customers are deemed to have received all technical information about our products. VLAD does not cover damage and wear resulting from special, abnormal or nonstandard adaptation or assembly of its products. The cost of returning the product is borne by VLAD. If VLAD’s expert appraisal confirms that there is a hidden defect, you will receive a full refund. Any action resulting from redhibitory defects must be brought by the Buyer within two years of the defect’s discovery (Article 1648 Paragraph 1 of the Civil Code).
The guarantee does not apply to visible defects. The customer will lose the benefit of the guarantee :
The seller may suspend the legal and contractual guarantees in the event of delay or total or partial non-payment of the price of the goods.
VLAD’s liability, in respect of the manufacture and sale of the Products, for any damage whatsoever, is limited to the purchase price of the Products concerned. Furthermore, VLAD cannot be held liable for any indirect damage, whether or not consequential, such as loss of profit, loss of revenue, loss of business prospects or loss of opportunity. Unless otherwise agreed in writing with the Customer, VLAD shall not be liable for any damage resulting from the integration or use of the Products in a system or equipment (the «System») over whose design VLAD has no control. In such case, the Client is solely responsible for the quality and reliability of the System and implementation of the necessary safety devices, and shall be required to indemnify and hold VLAD harmless against any demand, claim, action, decision, loss or damage resulting from the use of the System incorporating the Products.
Events beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, shall be considered as force majeure or fortuitous events, insofar as their occurrence renders the performance of the obligations totally impossible. In particular, the following are considered to be cases of force majeure or fortuitous events that relieve the supplier of its obligation to deliver within the time limits initially set : strikes by all or part of the supplier’s or its usual carriers’ staff, fire, flood, war, production stoppages due to fortuitous breakdowns, the impossibility of being supplied with raw materials, epidemics, road closures due to thawing snow, roadblocks, EDF-GDF strike or supply disruption, or supply disruption for a reason not attributable to the supplier, as well as any other cause of supply disruption that would not be attributable to other suppliers. In such circumstances, VLAD shall notify the client in writing, in particular by fax or email, within 24 hours of the date of occurrence of the events, the contract binding the supplier and the client then being suspended ipso jure without compensation, as of the date of occurrence of the event. If the event lasts for more than thirty (30) days from the date of its occurrence, the sales contract concluded by VLAD and its customer may be terminated by the most diligent party, without either party being entitled to claim damages. Such cancellation shall take effect on the date of first presentation of the registered letter with acknowledgement of receipt terminating the said sales contract.
The personal data collected from Buyers (by post, email, internet, fax or other agreed electronic means) are subject to computer processing by VLAD. They are recorded in customer files and are essential for the processing of orders, implementation of precontractual or post-contractual measures, prospecting, production, management, follow-up of requests and customer records, billing and accounting. Such information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations.
They will be retained for the duration of the contractual relationship as long as necessary for fulfilment of orders and any applicable guarantees, without prejudice to the obligations of retention or limitation periods once the contractual relationship has ended (limitation period of 5 years in commercial matters). The retention period shall not exceed the period necessary for the purposes for which they are collected and processed. During such period, all means required to ensure the confidentiality and security of personal data are taken in order to prevent their damage, deletion or access by unauthorised third parties. Any possible unauthorised access to personal data will be reported and notified to the relevant authorities. The Date Controller is VLAD.
Access to personal data will be strictly limited to the data controller’s employees authorised to process them by virtue of their functions. The information collected may be communicated to third parties connected to the company by contract for performance of subcontracted tasks, without the Buyer’s authorisation being necessary. In the context of performance of their services, third parties only have limited access to the data and are obliged to use them in accordance with the provisions of the applicable legislation on personal data protection. Apart from the cases set out above, VLAD will not sell, rent, transfer or give third parties access to the data without the Buyer’s prior consent, unless it is obliged to do so for a legitimate reason.
If data are transferred outside the EU, the Buyer shall be informed and the guarantees taken to safeguard the data (e.g. the external service provider’s membership of the «Privacy Shield», adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtainment of CNIL certification, etc.) shall be specified. In compliance with the applicable regulations, the Buyer has a right of access, rectification, deletion, and portability of data concerning them, as well as the right to object to the processing for legitimate reasons, rights that can be exercised by contacting the data controller at the following postal or email address: email@example.com The Buyer may submit any complaints to the Commission Nationale de l’Informatique et des Libertés.
The GCS and the contracts to which they refer are exclusively subject to French law. In the event of a dispute of any kind or of a contestation relating to the formation or fulfilment of the order, the courts of the jurisdiction of the Tours Commercial Court shall have sole competence. This clause even applies in the event of summary proceedings, incidental claims or multiple defendants or third party claims, and regardless of the method and terms of payment, without the jurisdictional clauses that may exist in the customer’s documents being an obstacle to the application of this clause. Our Conditions of Sale shall cease to apply if the Buyer has failed to comply with its obligations in connection with a previous order. A refusal to sell will then be valid, unless the Buyer provides satisfactory guarantees or payment with the order. In the latter case, it is specified that no discount will be granted.