Article 1 - Purpose and scope

1.1. These general conditions of sale (hereinafter the "GCS") apply to all sales of products (hereinafter the "Product(s)") concluded between the company VADF (hereinafter the "Seller") and professional buyers (hereinafter the "Buyer") and prevail over any other document of the Buyer, in particular over any general conditions of purchase, unless otherwise expressly agreed by the Seller.

1.2 In accordance with article L. 441-1 of the French Commercial Code, the General Terms and Conditions of Sale constitute the sole basis for commercial negotiations between the parties.

Consequently, the placing of an order by a Buyer implies the Buyer's total and unreserved acceptance of these GCS, except in the case of special conditions granted by the Seller to the Buyer.

1.3. Any document other than these general terms and conditions of sale, and in particular catalogs, prospectuses, advertisements and notices, is for information purposes only and is not contractually binding.

Article 2 - Intellectual property

All technical documents, products and photographs given to the Buyer remain the exclusive property of the Seller, who is the sole owner of the intellectual property rights on these documents, and must be returned to the Buyer on request.

The Buyer undertakes not to make any use of these documents which might infringe the Seller's industrial and intellectual property rights, and undertakes not to disclose them to any third party. This obligation shall continue for five (5) years after termination of the business relationship, for any reason whatsoever.

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Article 3 - Orders

3.1. Definition
A sale is not complete until the Seller has expressly accepted the Buyer's order in writing.

The order must be confirmed in writing by means of an order form, duly signed by the Buyer and mentioning the precise description of the Product ordered, its reference, its unit price excluding VAT, its total price excluding VAT and the Buyer's address or the invoicing address if different.

In the absence of a written reply within ten (10) days of receipt of the order, the latter will be deemed to have been accepted, subject to strict compliance by the Buyer with the provisions of the GCS.

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3.2 Modification

Orders transmitted to the Vendor are irrevocable for the Buyer upon receipt of the order form. The Vendor is under no obligation to accept requests from the Buyer to cancel or modify orders. Any request for modification of an order placed by the Buyer will only be processed by the Vendor if the request is made in writing, including by fax or e-mail, and is received by the Vendor no later than eight (8) days after receipt by the Vendor of the initial order.

In the event of a modification of the order accepted by the Buyer, the Seller will be released from the deadlines agreed for its execution.

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Article 4 - Prices

Products are invoiced on the basis of the rates in force on the date the order is received by the Vendor. The Vendor's pricing conditions may be modified at any time to take into account general price trends, currency fluctuations, raw material prices, production costs, operating expenses and the Vendor's production costs.

For prices specified by quantity, any order for a smaller quantity will result in a modification of the price indicated. Unless otherwise agreed, delays in delivery do not entail cancellation or modification of the contract; they do not give rise to claims for damages. Penalty clauses appearing on the Buyer's commercial documents cannot be invoked against the Seller. The lead times stated in an order are only accepted by the Vendor, and are not binding, under the following conditions:

- compliance by the Buyer with the terms of payment and advance payments,
- absence of force majeure, social, political, economic or technical events hindering the operation of manufacturing plants or
their supply of components, energy or raw materials.

Unless otherwise agreed, packaging is determined and prepared by the Seller. It is invoiced in addition to the prices indicated and is not returnable.

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Article 5 - Billing / Payment 

5.1. Forward payment

Invoices are issued by the Seller on dispatch and payment is made at the Seller's registered office.

Payment is deemed to have been made by the Buyer on the date on which the funds are made available to the Seller.

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All first orders must be paid for in cash, according to the payment method defined beforehand. For all other orders, after payment of the deposit when the order is placed, the price is payable in full in a single instalment within thirty (30) days of the date of issue of the invoice. This period will be mentioned on the invoice sent to the Buyer.

No discount is granted for cash payment. Payments must be sent to the address shown on the invoice header. The date of payment refers to the actual collection of the price by the Seller, and not to the date of receipt of the means of payment.

All orders, as defined above, give rise to the payment of a deposit which will be fixed on acceptance of the Buyer's order. Except in the case of force majeure, any cancellation of the order by the Buyer shall not give rise to reimbursement of this deposit.

5.2. Non-payment

No extension of the due date may be granted without the prior express consent of the Vendor. Any dispute relating to invoicing must be made within ten (10) days of receipt of the invoice. The part of the invoice not in dispute will be paid by the Buyer on the due date.
Failure to pay an invoice by the due date shall, without any reminder or notice of default being necessary, result in :

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 - the payment of all sums remaining due, whatever the payment methods and deadlines initially agreed upon and including other invoices owed by the Buyer, even if not yet due;

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 - the application of late payment penalties calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points; said interest will begin to accrue from the date of payment shown on the invoice on all sums due and until full payment of all sums due;

 
- the right for the Vendor to suspend the execution of any other order in progress and to refuse or postpone any new order from the Buyer;

- the application of the fixed indemnity of €40 for collection costs as defined
by the French Commercial Code;

- taking back Products already delivered and not paid for, taking into account the existing reservation of
ownership.

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Article 6 - Delivery

6.1. Transport

Deliveries are made exclusively by the Seller and its service providers and subcontractors, who are deemed to have been approved by the Buyer in advance.

The order will be delivered to the Buyer's warehouse, the address of which will have been previously communicated by the Buyer to the Vendor when the order was placed.

The Buyer is obliged to take possession of the Products on presentation of the carrier. In the event of unjustified refusal to take possession of the Products, the Vendor may cancel the order and claim damages. In addition, any new delivery may only be made with the written agreement of the Vendor, with the Buyer assuming any additional costs incurred.

6.2. Transfer of risk

Without prejudice to the specific provisions of standard contracts applicable to transport, delivery and the transfer of risks between the parties take place when the Products are made available at the place of delivery agreed by the parties prior to unloading.

6.3. Delay

Delivery times are given on acceptance of the order for information purposes only; they depend in particular on the availability of carriers and the order in which orders are received.

The Vendor endeavors to meet the delivery deadlines indicated on acceptance of the order, in accordance with the logistical deadlines used in the industry, and to fulfill orders, except in the event of force majeure or circumstances beyond its control, such as strike, freeze, fire, storm, flood, epidemic, without this list being limitative.

Delays in delivery may not give rise to any penalty or indemnity, nor be grounds for cancellation of the order, without the Vendor having been able to verify the reality of the alleged grievance. Any delay in relation to the indicative delivery time initially planned shall not justify cancellation of the order placed by the Buyer and recorded by the Vendor.

No penalty of any kind whatsoever may be applied by the Buyer
to the Seller, when the alleged breach is due to a circumstance beyond the Seller's control, and/or to force majeure, and/or even partially, to the fault or negligence of the Buyer.

6.4. Suspension of deliveries / Refusal of order

In the event of non-payment in full of an invoice that has fallen due, after formal notice has remained without effect for forty-eight (48) hours, the Vendor reserves the right to suspend all current and/or future deliveries. Should a Buyer place an order with the Vendor without having
paid for the previous order(s), the Vendor may refuse to honour the order and deliver the goods concerned, without the Buyer being entitled to claim any compensation whatsoever, for any reason whatsoever.

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6.5. Delivery subject to cash payment

All orders accepted by the Vendor are subject to the Buyer's providing sufficient financial guarantees, and to the Buyer effectively paying the sums due on their due date, in accordance with the law. If the Vendor has serious or specific reasons to fear payment difficulties on the part of the Buyer at the date of the order, or subsequent thereto, or if the Buyer does not present the same guarantees as at the date of acceptance of the order, the Vendor may subordinate acceptance of the order or its continued execution to cash payment or to the provision by the Buyer of guarantees of full payment of all sums due on their due date.

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Article 7 - Conformity / Manufacturing defects

7.1. Transportation reserves

Any reservation or dispute relating to shortages and/or damage and/or loss in connection with the transport of the Products must be recorded in writing on the transport document and countersigned by the carrier, then confirmed to the carrier by registered letter with acknowledgement of receipt within three (3) clear days, without prejudice to any other legal, regulatory or contractual provisions that may be applicable.
These formalities are essential for the transport service provider to be held liable; in the event of failure to comply with the foregoing provisions, any consequences shall be borne by the Buyer.

7.2. Reservations concerning the conformity of the Products

7.2.1. Without prejudice to the provisions of article 7.1, any reservation or dispute relating to the conformity of the Products must be notified by the Buyer to the Vendor by registered letter with acknowledgement of receipt, within eight (8) days of receipt of the Products. The Buyer must prove the non-conformity of the Products, and in particular the existence of defects, shortages or anomalies concerning the Products. In the case of Products recognized as non-conforming by the Vendor, the Products must be returned within fifteen (15) days of receipt of the Vendor's written agreement, under the conditions set out in article 8 below.

7.2.2 Where applicable, Products returned as non-conforming will be replaced, at the Vendor's discretion, by identical Products or by similar Products, i.e. substitutable for those ordered and of the same quality and fulfilling the same usage functions. Failing replacement, the return of the Products will result in their reimbursement by the issue of a credit note; under no circumstances may the Vendor be required to pay
damages, which the Buyer expressly acknowledges and accepts.

7.2.3. No return of Products will be accepted without the express prior written consent of the Vendor. In the event of an unjustified return of Products and/or a return of Products not accepted by the Seller, the shipping costs will be borne exclusively by the Seller.

7.2.4. If the above provisions are not complied with, and in particular the above-mentioned deadlines, the Products will be deemed to be in conformity.

7.3. Manufacturing defects

7.3.1. The Products marketed by the Vendor comply with the legislation and/or regulations and/or standards in force in France at the time the order is placed and are guaranteed against all manufacturing defects. In any event, the Vendor may not be held liable for failure to comply with legislation, standards or regulations that are not applicable in France or in force at the time the order is placed.

7.3.2. Without prejudice to the foregoing stipulations, the Buyer undertakes to notify the Seller of any manufacturing defect detected, by registered letter with acknowledgement of receipt within eight (8) days (it being recalled that any apparent defect at the time of delivery must give rise to reservations on the part of the Buyer in accordance with the provisions of article 7). The Buyer must provide full justification as to the reality of the alleged manufacturing defect
, the Vendor reserving the right to carry out, directly or indirectly, any on-site inspection and verification.

7.3.3. Unless otherwise stipulated, the Products supplied by the Vendor are subject only to the mandatory warranty provisions, if any. In compliance with these provisions, the Vendor's liability is limited, according to the Vendor's choice, to the repair, replacement or reimbursement of the product, to the exclusion of any penalty and/or indemnity. The Vendor
shall not be held liable for any other direct, indirect, material or consequential or non-consequential damages. The Seller's warranty covers hidden defects only. As the Buyer is a professional, a latent defect is defined as a manufacturing fault in the product which renders it unfit for its intended use, and which could not have been detected by the Buyer prior to its use. A design defect is not a hidden defect, and the Buyer is deemed to have received all technical information relating to the products.

7.3.4. The Vendor's warranty is excluded if the Vendor's products have been used under conditions of storage, use or performance which were not foreseen.

7.3.5. All costs relating to the repair, excluding manufacturing defects attributable to the Products, shall be borne by the Buyer, who accepts this.

7.3.6. The Buyer is obliged to inform the Seller as soon as it becomes aware of any suspicion or detection of non-conformity of one or more Products, which would require the implementation of a withdrawal and/or recall procedure. The Buyer will be required to cooperate in any withdrawal and/or recall procedure; it may not, under any circumstances, initiate a withdrawal and/or recall procedure on its own, without prior consultation with the Seller.

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Article 8 - Return / Withdrawal / Recall of Products

8.1. In the event of return, withdrawal and/or recall of Products, whatever the cause, Products must be returned by the Seller in their original packaging and must include all accessories included in the initial shipment; failing this, the Seller reserves the right to refuse any return of Products.

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8.2. In view of the Vendor's right to control its image rights, the Buyer shall refrain from any communication, in any medium whatsoever (television, radio, press, internet, etc.), using the Vendor's name and presenting it as responsible for the return, withdrawal and/or recall of Products. Any communication in connection with the return and/or recall of Products mentioning the name of the Vendor must be submitted to the Vendor in advance.

8.3. The Vendor will only bear the costs generated by the withdrawal and/or recall operations if its responsibility is contradictorily and definitively established. In this case, only the costs actually incurred will be covered, on presentation of the corresponding supporting documents.

8.4. All expenses and costs related to a withdrawal or recall procedure implemented by the Buyer in application of the precautionary principle, will remain the sole responsibility of the Buyer as long as no defect or fault attributable to the Seller affects the Products. 

Article 9 - Reservation of ownership

9.1. The transfer of ownership of the Products is suspended until full payment of the price of the Products by the Buyer, in principal and accessories, even if payment terms have been granted. Any clause to the contrary, notably included in the general terms and conditions of purchase, is deemed unwritten, in accordance with article L.624-16 of the French Commercial Code.

In this respect, the remittance of a bill of exchange, bank or postal cheque or any other instrument creating an obligation to pay does not constitute payment within the meaning of the present clause. Payment shall not be deemed to have been made until actual receipt of the price. By express agreement, the Vendor may enforce its rights under the present retention of title clause, in respect of any of its claims, against all Products in the Purchaser's possession.

9.2 In the event of the Buyer's bankruptcy, receivership or liquidation, the Products may be reclaimed in accordance with the legal and/or regulatory provisions in force. In the event of reclamation of Products for partial or total non-payment, Products in stock will be deemed to correspond to unpaid receivables.

9.3. Notwithstanding the present retention of title clause, all risks relating to the Products sold shall be borne by the Buyer when the Products are made available at the place of delivery agreed by the parties, prior to unloading, in accordance with article 6.2 of the GCS. The Buyer will thus be held solely responsible for all risks of deterioration, loss, partial or total destruction, whatever the cause of the damage, even in the case of an act of God or force majeure. The Buyer undertakes to store the Products in such a way that they cannot be confused with Products of the same nature from other suppliers. The Buyer undertakes to inform any third party, in particular in the event of seizure, of the fact that the Products subject to the reservation of title clause belong to the Seller, and to inform the Seller immediately of any seizure or similar operation. 

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Article 10 - Product specification documents

The Buyer acknowledges that he/she is in possession of the instructions for storage, use and precautions for use relating to the products sold. In compliance with these documents, the Buyer bears sole responsibility for the storage and environment in which the products are used, as well as for the advice and recommendations he/she provides with regard to the Seller's products.

Before using a product or recommending its use in a particular case, the Vendor recommends that the Buyer ensure that it is exactly suitable for the intended use by carrying out preliminary tests.

The Vendor, who cannot check or control these elements relating to this use, cannot be held responsible for the consequences, of any nature whatsoever, which remain in any case outside his field of decision and control. 

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Article 11- Force Majeure

Performance by the parties of all or part of their obligations will be suspended in the event of a fortuitous event or force majeure which hinders or delays performance.

In particular, the following are automatically considered to be cases of force majeure or fortuitous events, without this list being limitative: strikes by all or part of the Vendor's staff or its usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, the impossibility of obtaining supplies of raw materials, epidemics, thaw barriers, roadblocks, EDF-GDF strikes or supply disruptions, or supply disruptions for reasons not attributable to the Vendor, as well as any other cause of supply disruptions
attributable to its suppliers.

In such circumstances, the Vendor will notify the Buyer in writing, notably by fax or e-mail, as soon as possible, of the occurrence of the event. The contract will then be suspended ipso jure, without compensation, from
the date of occurrence of the event.

Should the event persist beyond a period of twelve (12) months, causing complications for the contracting parties, the sales contract may be terminated by the most diligent party, without either party being entitled to claim damages.

This termination will take effect on the date of first presentation of the letter with acknowledgement of receipt denouncing the said sales contract.

However, this suspension does not apply to payment obligations.

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Article 12 - Personal data 

The personal data supplied by the Buyer is used by the Seller responsible for processing, in the context of managing commercial relations and providing commercial offers (according to the choices made by the Buyer). Data holders have a right of access and rectification. They also have the right to object, free of charge and for no reason, to the use of their data for prospecting purposes.

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Article 13 - Withdrawal period

As the Buyer is a professional purchasing within the framework and for the needs of his profession, there is no need to apply the right of retraction provided for in the Consumer Code, apart from the application of the provisions of article L.221-3 of the Consumer Code.

Article 14 - Jurisdiction

In the event of a dispute concerning the application and interpretation of these general terms and conditions of sale, their execution and the sales contracts concluded by the Vendor, or the payment of the price, the parties will seek an amicable resolution.

Failing amicable settlement, the dispute will be brought before the Commercial Court of PARIS, regardless of the place of order, delivery and payment and the method of payment, even in the event of a warranty claim or multiple defendants.

The attribution of jurisdiction is general and applies whether the claim is a principal claim, an incidental claim, an action on the merits or a summary proceeding.

In addition, in the event of legal action or any other action for recovery of debts by the Seller, the costs of summons, legal and bailiff's fees and all ancillary costs shall be borne by the Buyer at fault, as well as any costs related to or arising from the Buyer's failure to comply with the terms of payment or delivery of the order in question.

Article 15 - Applicable law

All matters relating to these GTC and the sales governed by them shall be governed by French law to the exclusion of all other laws.

Article 16 - Acceptance by the Buyer

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All orders placed with VADF are governed exclusively by the above conditions.

Consequently, placing an order implies the customer's full and unreserved acceptance of these terms and conditions.

These general terms and conditions prevail over any other terms and conditions to the contrary appearing in particular in general terms and conditions of purchase, order forms or any other documents issued by the customer.

Acceptance without reservation of the present conditions is a substantial and determining condition for the formation of the contract.