BTB GENERAL TERMS AND CONDITIONS OF SALE

BTB GENERAL TERMS AND CONDITIONS OF SALE

Applicable to professional customers from 07.08.2023

 

  1. Seller: The Seller is UNAVELA, a simplified joint-stock company with a 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.


  1. Purpose: These General Terms and Conditions of Sale (“GTC”), in accordance with Article L441-1 of the French Commercial Code, constitute the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which UNAVELA supplies professional customers (“Customer(s)”) who request them, via UNAVELA’s website, through direct contact, or via paper support, with the products sold by UNAVELA.


  1. Enforceability: These GTC apply without restriction or reservation to all sales concluded by UNAVELA with Customers belonging to the same category, regardless of any clauses that may appear on the Customer’s documents, in particular their general purchasing conditions. The GTC are accessible online. They may be modified at any time at UNAVELA’s discretion with immediate effect, and only the most recent version published online shall apply.


  1. Acceptance: Placing an order with UNAVELA implies the Customer’s full and unconditional acceptance of these terms, to the exclusion of any other document. Any contrary condition set by the Customer shall be unenforceable against UNAVELA unless expressly accepted in writing by UNAVELA.


  1. Orders: Any order shall be deemed firm and final upon receipt by UNAVELA of the Customer’s agreement to the quotation issued, by any means (email, post), or once confirmed in writing by UNAVELA. In the event of stock shortages, UNAVELA will fulfil orders according to their order of receipt and subject to availability. UNAVELA reserves the right to refuse any order of an abnormal nature, including in particular any order specifying an unreasonable delivery time compared with usual practices, or any order significantly exceeding, without justification, the quantities normally ordered. For orders placed exclusively online, the registration of an order on UNAVELA’s website occurs when the Customer accepts these GTC by ticking the relevant box and confirms the order. This validation implies acceptance of the entirety of these GTC and constitutes proof of the sales contract. The acknowledgement and acceptance of the order are confirmed by email. Data recorded in UNAVELA’s IT system constitute proof of all transactions concluded with the Customer.


  1. Price : 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 include the VAT applicable on the day of the order. Any change in the VAT rate may be reflected in the price of the products and services. Prices indicated in quotations are valid for a maximum period of 30 calendar days. Prices are net, excluding transport, excluding taxes, ex works, with packaging charged separately. They do not include transport, possible customs duties or insurance, which remain the responsibility of the Customer. Any tax, duty, charge or other payment required under French regulations or those of an importing or transit country shall be borne by the Customer. Any customised service accepted by UNAVELA is assessed on a case-by-case basis and invoiced according to a quotation previously accepted. Specific pricing conditions may apply depending on the Customer’s particular requirements, notably regarding delivery methods and times, or payment deadlines and conditions. 


  1. Financial conditions: The amount of the orders requested is communicated by UNAVELA by any means. Any modification of the nature of the order by the Customer during its preparation or execution will give rise to additional invoicing based on a quotation or, failing that, on the tariff applicable on the date of the modification request. Additional costs incurred by UNAVELA for the execution of the order will be re-invoiced to the Customer. A deposit corresponding to 50 percent of the total purchase price of the products is required when placing the order. The balance of the price is payable in full on the day of shipment. Unless otherwise stated on the invoice, it must be paid within a maximum period of 30 days from its date of issue. No payment shall be considered as a deposit. Any credit notes issued may be used within one year from their date of issue, after which they will neither be refundable nor deductible from an invoice. The following payment methods may be used: bank transfer, bank cards.


  1. Late payment:  In the event of late payment, UNAVELA may suspend all current orders without prejudice to any other legal action. Late payment penalties at a rate equal to five times the legal interest rate shall be due from the day following the payment date shown on the invoice, without excluding the possibility of additional damages. Any late payment also entails a fixed compensation for recovery costs of €40, without prejudice to additional compensation if the recovery costs incurred exceed this amount. Unless otherwise agreed, the amount of these penalties may automatically be deducted from any discounts, rebates or reductions granted by UNAVELA. These penalties and fees shall be payable upon simple request by UNAVELA. Payments may in no case be suspended or offset without the prior written agreement of UNAVELA. Any partial payment shall first be applied to the unsecured portion of the debt and then to the amounts with the earliest due date. UNAVELA does not grant any discount for early payment or payment before the date specified in the GTC or on the invoice.


  1. Retention of title:  UNAVELA retains ownership of the products sold until full payment of the price by the Buyer, allowing it to reclaim possession of the products. Any deposit paid by the Customer shall remain acquired by UNAVELA as fixed compensation, without prejudice to any other action it may take against the Customer. However, the risk of loss or deterioration is transferred to the Customer upon delivery of the ordered products. The Customer therefore undertakes to insure, at its own expense, the ordered products for the benefit of UNAVELA through appropriate insurance until full transfer of ownership and to provide proof of this at delivery. Failing this, UNAVELA may delay delivery until such proof is provided.


  1. Deliveries.

    1. Modalities: Delivery is carried out in accordance with the order either by direct handover of the product to the Customer, by simple notice of availability, or by delivery to a shipper or carrier at UNAVELA’s premises. Shipping costs, calculated according to weight, are borne by the Customer.

    2. Deadlines: Deliveries are made according to availability and in the order in which orders are received. UNAVELA may carry out deliveries in whole or in part. Delivery times are indicated as accurately as possible but depend on UNAVELA’s supply and transport capabilities. Exceeding delivery times cannot give rise to damages, withholding of payment, or cancellation of orders in progress.

    3. Risks: Products are delivered freight prepaid or cash on delivery to the agreed location. In all cases they travel at the risk of the recipient, who must in the event of damage or shortage make all necessary observations and confirm reservations by registered letter with acknowledgement of receipt to the carrier within three days of receipt of the goods. UNAVELA does not guarantee defects or non-conformities that have not been notified under the above conditions. The Customer must provide all justification regarding the reality of the defects or anomalies observed. The Customer must allow UNAVELA every opportunity to verify such defects and remedy them and must refrain from intervening or having a third party intervene. For products sold in packaged form, the weights and measurements at dispatch constitute proof of the quantities delivered. The duration of the acceptance or verification procedure shall not extend or postpone the starting point of the maximum payment period.

    4. Returns: Refusal or return of goods is prohibited except in the event of non-conformity or failure to meet the delivery date. Any return of products must be subject to prior formal agreement between UNAVELA and the Customer. Proof of the breach must be provided by the Customer by any means. UNAVELA shall have a reasonable period to verify and, if necessary, contest the alleged defect. Any product returned without this agreement will be held at the Customer’s disposal and will not give rise to compensation. Return costs and risks are always borne by the Customer. No return will be accepted after a period of five calendar days following the delivery date. Returned goods must be accompanied by a return form attached to the parcel and must be in the condition in which UNAVELA delivered them. In the event of an apparent defect or non-conformity duly established by UNAVELA, the Customer may obtain replacement free of charge or reimbursement of the products at UNAVELA’s discretion, to the exclusion of any compensation or damages.


  1. Warranty: Products are guaranteed against defects in material or manufacture rendering them unfit for their intended use for a period of 30 days from the date of delivery. Warranty interventions do not extend the warranty period. This warranty is limited to the replacement or reimbursement of non-conforming or defective products. Any warranty is excluded in the event of misuse, negligence, lack of maintenance by the Customer, normal wear and tear, force majeure, use under conditions different from those for which the products were intended (including transport, storage and preservation), shock, fall or negligence. To assert its rights, the Customer must inform UNAVELA in writing of the defects within a maximum period of seven days from their discovery, failing which any related action will lapse. UNAVELA will replace or repair defective products or parts under warranty. This warranty also covers labour costs. Replacement of defective products or parts does not extend the above warranty period. The warranty does not apply if the products have been used abnormally or under conditions different from those for which they were manufactured, particularly in the event of non-compliance with UNAVELA’s instructions, nor in the case of deterioration or accidents caused by shock, fall, negligence, lack of supervision or maintenance, or modification of the product.


  1. Intellectual property. These terms do not result in any transfer of intellectual property rights to the Customer. The Customer may therefore neither assign nor transfer these rights to a third party nor have UNAVELA products manufactured by a third party using UNAVELA’s manufacturing processes and formulas without UNAVELA’s express written consent. The Customer undertakes not to disclose to third parties the information provided by UNAVELA, including recipes, techniques, formulas, trade secrets, know-how, processes, copyrights, designs, models, patents, colours, logos, developments, packaging, presentation and more generally all creations produced in the context of the execution of orders.


  1. Private label. Any product manufactured under the Customer’s brand requires the Customer to provide UNAVELA with all required specifications, which must be accepted in writing by UNAVELA. Since UNAVELA manufactures products according to the Customer’s specifications, UNAVELA cannot guarantee the Customer against any third-party infringement claims. All specifications originating from the Customer remain under the Customer’s sole responsibility, including compliance with regulations in the countries where the Customer intends to distribute the products.


  1. Subcontracting. UNAVELA may subcontract all or part of the services ordered by the Customer to any subcontractor of its choice.


  1. Claims. Any claim by the Customer concerning the Provider’s service must be sent by registered letter with acknowledgement of receipt within seven days following the first delivery of the service, failing which it will be time-barred.


  1. Liability. Products sold by UNAVELA comply with their description on the product sheet. The Customer is solely responsible for the conditions of receipt, storage and resale of the products. UNAVELA’s liability may only be incurred in the event of proven fault or negligence and is limited to direct damage suffered by the Customer, excluding any indirect damage such as loss of opportunity, customers, profit, business, commercial damage or loss of data and or files. In any event, if UNAVELA’s liability is established, the total amount payable by UNAVELA shall not exceed the total price paid by the Customer for the order concerned. By express derogation from Article L110-4 of the French Commercial Code and in accordance with Article 254 of the Civil Code, any claim or action against UNAVELA relating to these terms shall be time-barred after one year from the event giving rise to the action. The Customer waives the benefit of Articles 1221 and 1222 of the Civil Code.


  1. Personal data.

    1. Data controller: UNAVELA

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

    3. Recipients: service providers responsible for audits, bodies, legal officers involved in debt recovery procedures, transport and banking service providers.

    4. Retention criteria: data will be retained only for the time necessary to achieve the purposes mentioned above and in accordance with legal retention obligations applicable in commercial matters.

    5. Rights of data subjects: right of access, rectification, portability and erasure, right to request restriction of processing, right to object to processing for legitimate reasons and right to withdraw consent at any time when processing is based on consent, right to lodge a complaint with the competent data protection authority.


  1. References. UNAVELA is authorised to use and reproduce the Customer’s name, logo and brand on any promotional material as a commercial reference. For this purpose the Customer grants UNAVELA a worldwide, non-exclusive, non-transferable, royalty-free and revocable licence for the duration of the protection of its intellectual property rights relating to its logos and trademarks. UNAVELA may refer to its collaboration with the Customer in publications, on its website and social networks, at exhibitions and events, when contacting potential clients or in similar circumstances.


  1. Entire agreement – Any tolerance or waiver by either party in the application of all or part of the obligations provided in this contract, regardless of 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 and replaces and cancels any previous oral or written commitment relating to its subject matter.


  1. Mediation. Disputes relating to the validity, interpretation, performance, non-performance, interruption or termination of this contract may, at the choice of the parties, be submitted:

  • to mediation in accordance with the mediation rules of the CMAP, to which the parties declare their adherence

  • or to the Business Mediator

  • or to any other mediation centre or mediator approved by both parties.

Any mediator’s fees shall be shared equally between the parties. 


  1. Disputes. These terms are governed by French law. The Commercial Court of Toulouse shall have exclusive jurisdiction for any dispute relating directly or indirectly to the negotiation, existence, validity, performance, non-performance, interpretation, termination or consequences of these GTC and more generally the relations between the parties, including their termination.