Applicable to professional customers from 07.08.2023

1. The Seller. The Seller is UNAVELA, a simplified joint stock company with share capital of €1,000, whose registered office is located at 129 AV DU GAMOUNA 31150 BRUGUIERES, registered with the Toulouse Trade and Companies Register under number 953 474 335, VAT FR08953474335.

2. Purpose. In accordance with Article L441-1 of the French Commercial Code, these General Terms and Conditions of Sale ("GTCS") constitute the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which UNAVELA supplies products sold by UNAVELA to professional customers ("Customer(s)") who request them via the UNAVELA web site, by direct contact or via a paper medium.

3. Enforceability. The General Terms and Conditions of Sale shall apply without restriction or reservation to all sales made by UNAVELA to Customers in the same category, regardless of any clauses that may appear in the Customer's documents, and in particular the Customer's general terms and conditions of purchase. The General Terms and Conditions are accessible online. They may be modified at any time at UNAVELA's discretion, with immediate application; only the latest version published online shall be applicable.

4. Acceptance. Placing an order with UNAVELA implies the Customer's full and unreserved acceptance of these conditions to the exclusion of any other document. Unless expressly accepted in writing by UNAVELA, any condition to the contrary imposed by the Customer shall be unenforceable.

5. Orders. All orders shall be considered firm and definitive as soon as UNAVELA has received the Customer's agreement to the quotation drawn up, by any means (e-mail, letter) or as soon as they have been confirmed in writing by UNAVELA. In the event of a shortage, UNAVELA shall respond to orders in the order in which they are received and subject to availability. UNAVELA shall have the right to refuse any order that is abnormal in nature, and in particular, any order with a delivery time that is unreasonable in relation to the usual delivery times or any order that significantly exceeds the quantities usually placed without precise justification. For orders placed exclusively via the internet, an order shall be recorded on the UNAVELA web site when the Customer accepts these General Terms and Conditions of Sale by ticking the box provided for this purpose and validates the order. This validation implies acceptance of all of these GCS and constitutes proof of the sales contract. Acceptance of the order will be confirmed by e-mail. The data recorded in UNAVELA's computer system shall constitute proof of all transactions concluded with the Customer.

6. Prices. The products are supplied at the prices in force at the time the order is placed and, where applicable, in the specific commercial proposal sent to the Customer. Prices are expressed in euros and take into account the VAT applicable on the date of the order; any change in the rate may be passed on to the price of the products and services. Prices shown on quotations are only valid for a maximum of 30 calendar days. Prices are net, excluding transport, tax, ex-works, packaging not included. They do not include transport, customs duties or insurance, which are the responsibility of the Customer. Any tax, duty or other service to be paid in application of French regulations or those of an importing country or a country of transit shall be borne by the Customer. Any personalised service accepted by UNAVELA shall be assessed on a case-by-case basis and invoiced on the basis of a previously accepted quotation. Special pricing conditions may be applied depending on the specific features requested by the customer, particularly with regard to delivery terms and deadlines, or payment terms and conditions. 

7. Financial terms and conditions. UNAVELA shall communicate the amount of the orders requested by any means. Any change to the nature of the order made by the Customer during the creation or execution of the order will be invoiced additionally on the basis of a quotation or, failing this, on the basis of the price applicable on the day the Customer requests the change. Any additional costs incurred by UNAVELA in carrying out the order shall be re-invoiced to the Customer. A deposit of 50% of the total purchase price of the products shall be required when the order is placed. The balance of the price is payable in cash on the day of despatch. Unless otherwise stated on the invoice, it must be paid within a maximum of 30 days from the date of issue.  No payment may be considered as a deposit. Any credit notes are valid for 1 year from their date of issue; after this period they are neither refundable nor can they be offset against an invoice. The following methods of payment may be used: bank transfer, credit cards.

8. Late payment. In the event of late payment, UNAVELA may suspend all orders in progress, without prejudice to any other course of action. Late payment penalties at the rate of five times the legal interest rate shall be due in the event of non-payment on the day following the payment date shown on the invoice, without this clause precluding additional damages. Any delay in payment will result in the payment of a fixed indemnity for collection costs of €40, without precluding the possibility of applying additional compensation if the collection costs incurred exceed this amount. Unless otherwise agreed, the amount of this late payment interest shall be deducted automatically from any discounts, rebates or discounts due by UNAVELA. These penalties and charges shall be payable at the simple request of UNAVELA. Under no circumstances may payments be suspended or be subject to any form of compensation without the prior written agreement of UNAVELA. Any partial payment will first be applied to the non-preferential part of the debt, then to the sums that are due the earliest. UNAVELA does not intend to grant any discount for payment in cash or on a date earlier than that resulting from the GTCS or the date shown on the invoice.

9. Reservation of ownership. UNAVELA reserves the right to retain ownership of the products sold until the price has been paid in full by the Customer, allowing UNAVELA to repossess the said products. Any deposit paid by the Customer shall remain the property of UNAVELA by way of lump-sum compensation, without prejudice to any other action that UNAVELA may be entitled to take against the Customer as a result. On the other hand, the risk of loss and deterioration will be transferred to the Customer on delivery of the products ordered. Consequently, the Customer undertakes, at his/her own expense, to insure the products ordered, in favour of UNAVELA, by means of an ad hoc insurance policy, until full transfer of ownership and to provide proof of this to UNAVELA on delivery. Failing this, UNAVELA shall be entitled to delay delivery until such proof has been provided.

10. Deliveries.

10.1. Methods of delivery. Delivery shall be made in accordance with the order, either by direct handover of the product to the Customer, or by simple notice of availability, or by delivery to a shipper or carrier on UNAVELA's premises. Any additional carriage costs, calculated according to weight, shall be borne by the Customer.

10.2. Delivery times. Deliveries will only be made subject to availability and on a first come, first served basis. UNAVELA shall be authorised to make full or partial deliveries. Delivery times shall be indicated as accurately as possible, but shall be subject to UNAVELA's supply and transport possibilities. Exceeding the delivery time shall not give rise to any damages, deductions or cancellation of orders in progress.

10.3 Risk. Products may be delivered carriage paid or cash on delivery to the agreed location; in all cases, they travel at the risk and peril of the recipient who, in the event of damage or shortage, is responsible for making all necessary observations and confirming his reservations by extrajudicial act or by registered letter with acknowledgement of receipt to the carrier within three days of receiving the goods. UNAVELA shall not guarantee any defects or non-conformities that have not been notified in accordance with the aforementioned conditions. It is the Customer's responsibility to provide any justification as to the reality of the defects or anomalies observed. The Customer shall allow UNAVELA every facility to proceed with the observation of these defects and to remedy them. The customer shall refrain from intervening himself or having a third party intervene for this purpose. For products sold in packaged form, the weights and measures at the time of delivery shall be taken as proof of the quantities delivered. The duration of the acceptance or verification procedure may not have the effect of either increasing the duration or shifting the starting point of the maximum payment period.

10.4. Returns. It is forbidden to refuse or return goods, except in the case of non-conformity or failure to meet the delivery date. Any return of goods must be the subject of a prior formal agreement between UNAVELA and the Customer. Proof of failure must be provided by the Customer by any means. UNAVELA shall have a reasonable period of time to check and, if necessary, contest the reality of the corresponding complaint. Any product returned without this agreement will be held at the Customer's disposal and will not give rise to compensation. The costs and risks of the return are always borne by the Customer. No returns will be accepted after a period of 5 calendar days following the delivery date. Goods returned shall be accompanied by a returns note to be attached to the parcel and must be in the condition in which they were delivered by UNAVELA. In the event of an apparent defect or non-conformity in the products delivered, duly noted by UNAVELA under the conditions set out above, the Customer may obtain a free replacement or reimbursement for the products, at UNAVELA's discretion, to the exclusion of any compensation or damages.

11. Warranty. The products are guaranteed against any material or manufacturing defect rendering them unfit for their intended use, for a period of 30 days from the date of delivery. Interventions under the guarantee shall not have the effect of extending the duration of the guarantee. This guarantee is limited to the replacement or reimbursement of products that do not conform or are affected by a defect. All warranties are excluded in the event of misuse, negligence or lack of maintenance on the part of the Customer, as well as in the event of normal wear and tear of the product, force majeure, use in conditions other than those for which they are intended (in particular transport, storage and conservation), shocks, falls or negligence. In order to assert his/her rights, the Customer must inform UNAVELA, in writing, of the existence of the defects within a maximum period of 7 days from the date of discovery, failing which any action relating to the defect will be forfeited. UNAVELA shall replace or repair the products or parts under guarantee that are judged to be defective. This warranty also covers labour costs. The replacement of defective products or parts shall not have the effect of extending the duration of the above-mentioned warranty. The guarantee shall not apply if the products have been subjected to abnormal use, or have been used in conditions other than those for which they were manufactured, particularly in the event of failure to comply with the conditions prescribed by UNAVELA. Neither does it apply in the event of deterioration or accident caused by impact, dropping, negligence, lack of supervision or maintenance, or in the event of transformation of the product.

12. Intellectual property rights. These conditions do not entail any transfer of intellectual property rights to the Customer. The Customer may therefore neither assign nor pass on these rights to a third party, nor have UNAVELA products manufactured using UNAVELA's manufacturing processes and recipes by a third party unless UNAVELA has given its express written consent. The Customer undertakes not to divulge to third parties any information sent by UNAVELA, and in particular any recipes, tricks of the trade, formulas, trade secrets, know-how, processes, copyrights, drawings, models, patents, colours, logos, developments, packaging, presentation and more generally any creations made within the framework of the production and execution of orders.

13. Private label. Any product manufactured under the Customer's brand name requires the Customer to provide UNAVELA with all the expected characteristics, which must be accepted in writing by UNAVELA. UNAVELA, having produced the products ordered by the Customer in accordance with all the requirements of the Customer's specifications, shall not under any circumstances be able to guarantee the Customer against any possible infringement action by a third party. The Customer is solely responsible for all specifications and is solely responsible for the choice of products ordered and their suitability for its needs and for the regulations applicable in the countries in which it intends to distribute the products ordered.

14. Sub-contracting. UNAVELA may sub-contract all or part of the services ordered by the customer to any sub-contractor of its choice.

15. Complaints. Any complaint from the Customer concerning the Service Provider's Service must be sent to the Customer by registered letter with acknowledgement of receipt within 7 days of the first delivery of the Service.

16. Responsibility. The products sold by UNAVELA conform to the description given on the product sheet. The Customer alone is responsible for the conditions under which the products are received, stored and offered for sale. UNAVELA's liability may only be incurred in the event of proven fault or negligence and shall be limited to the direct damage suffered by the customer, to the exclusion of any indirect damage of any nature whatsoever and in particular any loss of opportunity, customers, results, operating or commercial damage or loss of data and/or files. In any event, should UNAVELA be held liable, the total amount of any sum payable by UNAVELA shall not exceed the total amount of the price paid by the Customer for the order in question. By express dispensation from the provisions of article L. 110-4 of the French Commercial Code and in accordance with the provisions of article 254 of the French Civil Code, all claims, disputes and actions against UNAVELA under these conditions, whatever their nature or basis, shall be subject to a limitation period of 1 (one) year from the date of the event giving rise to the action. The Customer waives the benefit of articles 1221 and 1222 of the Civil Code.

17. Personal data. 

17.1. Data controller: UNAVELA 

17.2. Purposes and legal basis of processing :  Commercial management and management of unpaid invoices (contract performance), accounting, commercial prospecting (consent and legitimate interest); 

17.3. Category of recipients: Service provider to the services responsible for control, to organisations, auxiliaries of justice and ministerial officers within the framework of their debt recovery mission, transport and banking service providers.

17.4. Criteria used to determine retention periods: Your data will only be retained for the time necessary to achieve the aforementioned purposes, and in accordance with the legal retention rules applicable to commercial matters. 

17.5. Rights of data subjects: right of access, rectification, portability and erasure. Right to request limitation of data processing. For legitimate reasons, the right to object to the processing of data concerning you and the right to withdraw consent at any time where the processing of personal data is based on such consent. The right to lodge a complaint with the competent supervisory authorities regarding the protection of personal data. 

17.6. Exercise of rights: UNAVELA 129 AV DU GAMOUNA 31150 BRUGUIERES

18. References. UNAVELA is authorised to use and reproduce the Customer's name, logo and brand on any promotional material as a commercial reference; in this respect, the Customer grants UNAVELA a worldwide, non-exclusive, non-transferable, royalty-free, revocable licence for the duration of the protection of its intellectual property rights on its logos and brands, on any material. UNAVELA shall have the right, in publications, on its website and social networks, at exhibitions and events, during contacts with potential customers or in other similar circumstances, to take advantage of its collaboration with the Customer and to refer to the work carried out.

19. Entirety of the commitments - Any tolerance or waiver by one of the parties, in the application of all or part of the commitments provided for in this contract, whatever the frequency or duration, shall not constitute a modification of this contract, nor generate any right whatsoever. This contract represents the entire agreement between the parties. It replaces and cancels any previous oral or written undertaking relating to the subject of this contract.

20. Mediation. Any disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of this contract shall be submitted, at the option of the parties :

• Mediation in accordance with the mediation rules of the CMAP, to which the parties declare that they adhere, or
• To the Company Mediator or
• Any other mediation centre or mediator approved by both parties.

The mediator's fees, if any, shall be shared equally by the Parties.

21. Disputes. These terms and conditions are governed by French law. The Commercial Court of Toulouse will have exclusive jurisdiction for any dispute concerning directly or indirectly the negotiation, existence, validity, execution, non-execution, interpretation, termination or consequences of the GCS and more generally the relations between the parties, including their termination.