General terms of sale.

1. Purpose and scope

These general conditions of sale, hereinafter the “CGV”, govern the sales of products concluded by VPACK SAS, hereinafter “VPACK”, with any buyer acting for purposes falling within the scope of his professional activity, hereinafter the “Customer”.

They do not apply to consumers. They constitute the basis of commercial negotiation. The special conditions appearing on a quote, a commercial offer or an accepted order acknowledgment take precedence over these General Terms and Conditions in the event of a contradiction. The Customer's purchasing conditions only apply in the event of express written acceptance by VPACK.

2. Product information

The photographs, illustrations, descriptions, catalogs and content of the site are provided for information purposes and do not constitute a contractual offer. The technical characteristics, dimensions, packaging, uses, certifications and availability are confirmed, reference by reference, in the commercial and technical documents applicable to the order.

The Customer determines, under his responsibility, the suitability of the products for the professional use for which he intends them and respects the instructions for storage, use and, where applicable, end of life.

3. Orders

An order is only definitively accepted after written confirmation from VPACK, in particular by an acknowledgment of receipt of the order, or by commencement of execution. VPACK may request the information necessary for the execution of the order as well as, when the situation justifies it, a deposit or a payment guarantee before its acceptance.

Any request for modification or cancellation must be made in writing and only binds VPACK after its express acceptance. Costs and commitments already incurred for the order, in particular for a personalized or specially supplied product, remain due.

4. Prices and discounts

Prices are expressed in euros excluding taxes. VAT and other applicable taxes are charged extra. The applicable price scale is communicated to the Professional Customer on request, depending on the categories of buyers concerned and the legal conditions in force.

The quote or acknowledgment of receipt of the order specifies the price retained as well as, where applicable, transport, handling, pallet, customs or other incidental costs. Any price reduction or discount must be the result of the price list in force or a written commercial agreement. No discount for early payment is granted, unless otherwise agreed in writing.

5. Payment terms

Unless a different deadline is expressly agreed in the quote, the order acknowledgment or the invoice, the sums due are payable by bank transfer within thirty days from receipt of the goods. Any other agreed deadline respects the legal ceilings, i.e. a maximum of sixty days from the date of issue of the invoice or forty-five days at the end of the month when this deadline is expressly stipulated.

When a deposit is planned, its amount and due date appear in the applicable commercial document. Payments cannot be subject to any unilateral compensation or withholding without prior written consent from VPACK.

6. Late or non-payment

Any late payment entails, automatically and without reminder, from the day following the due date, the application of penalties calculated at the most recent refinancing rate of the European Central Bank increased by ten percentage points, without being less than three times the legal interest rate.

A fixed compensation of €40 for recovery costs is also due for each invoice paid late. When the recovery costs incurred are greater than this amount, VPACK may request additional compensation upon justification.

In the event of non-payment, VPACK may, after formal notice remains without effect, suspend the execution of orders in progress and make other amounts due or due immediately payable, without prejudice to its other rights.

7. Delivery

The location, method and delivery time are those indicated in the accepted commercial document. Unless expressly committed to a firm date, deadlines are given as an indication. A reasonable delay cannot, in itself, justify the cancellation of the order or the award of damages.

VPACK informs the Customer of any foreseeable difficulty and implements reasonable measures to limit the delay. Partial deliveries can be agreed and are then invoiced progressively.

8. Transport, transfer of risks and reception

Where applicable, the Incoterm or delivery condition mentioned in the accepted commercial document determines the transfer of risks. In the absence of any specific stipulation, the risks are transferred to the Customer when the products are handed over to the carrier or made available at the agreed location.

The Customer checks upon receipt the condition of the packaging, the number of packages, the quantities and the apparent condition of the products. Any loss or damage attributable to transport must be the subject of precise and reasoned reservations on the transport document, then be confirmed to the carrier within three days of receipt, excluding public holidays, in accordance with article L. 133-3 of the Commercial Code. A copy is transmitted without delay to VPACK.

Any apparent non-compliance unrelated to transport is reported to VPACK, with relevant supporting documents, as soon as it is discovered and at the latest within five working days following receipt, without prejudice to the legal guarantee against hidden defects.

9. Returns

No returns are accepted without the prior written agreement of VPACK and the granting of a return authorization. The request indicates at least the reference, the order or invoice number, the quantity and the reason for the return.

Unless there is non-compliance attributable to VPACK or the applicable legal guarantee, personalized products, specially supplied, used, opened, damaged or unfit for resale are not taken back. The terms, costs and conditions of an accepted return are specified in the corresponding authorization.

10. Guarantees

VPACK guarantees the conformity of the products to the specifications expressly accepted in the order and remains bound by the legal guarantee against hidden defects provided for in articles 1641 et seq. of the Civil Code.

Warranties do not cover damage resulting from improper storage, misuse, modification of the product, normal wear and tear or failure to follow the instructions and precautions communicated.

11. Reservation of title

VPACK retains ownership of the products sold until full payment of the price, in principal, interest and accessories. However, the transfer of risks occurs under the conditions provided for in Article 8.

Until full payment, the Customer keeps the products in conditions allowing their identification and immediately informs VPACK of any seizure, collective procedure or claim from a third party. In the event of non-payment, VPACK may claim unpaid products under the conditions provided for by law.

12. Liability

VPACK is liable for direct, foreseeable and proven damage resulting from a breach attributable to it. Unless otherwise mandatory, its total liability for an order is limited to the amount excluding taxes actually paid for the order concerned.

This limitation does not apply in the event of gross negligence or willful misconduct, bodily injury or when a rule of public order prohibits limitation of liability.

13. Force majeure

No party is responsible for a breach due to an event of force majeure within the meaning of article 1218 of the Civil Code. The party concerned informs the other party as soon as possible and the execution of the prevented obligation is suspended for the duration of the event.

If the impediment continues beyond sixty days, either party may terminate the unexecuted part of the order by written notification, without compensation, subject to payment for services already performed and products already delivered.

14. Intellectual property and confidentiality

The studies, offers, catalogs, visuals, technical documents, brands and other elements provided by VPACK remain its property or that of their owners. They may not be reproduced, communicated to third parties or used for purposes other than the evaluation and execution of the order without prior written permission.

Each party protects commercial, technical or financial information identified as confidential and uses it only for the purposes of the commercial relationship.

15. Personal data

Information relating to the processing of personal data and the trackers used on the site is detailed in the privacy policy and the cookies policy.

16. Applicable law and amicable settlement

These General Terms and Conditions and the sales concluded by VPACK are subject to French law. In the event of a dispute, the parties shall endeavor to find an amicable solution within thirty days from written notification of the dispute.