General terms and conditions of sale
Application and entire Agreement
1. These terms and conditions will apply to the purchase of goods detailed in our quotation (‘Goods’) by the buyer (‘customer’) from VET-DESIGN, a company registered in France under the Siren company number 829.787.555, whose registered office is located at 4 Rue du gripail, 35590 Saint-Gilles, France (‘supplier’) and duly represented by an authorized person Mr Yohann Huchet, acting as company manager.
2. These terms and conditions will be deemed to be accepted by you when you accept them or the quotation from the date of any delivery of goods (Whichever happens to be earlier) and will constitute the entire agreement between us and you.
3. The general terms of sale described below detail the rights and obligations of VET-DESIGN and its customer in the context of the sale of all our products. Any service provided by VET-DESIGN therefore implies the buyer’s unconditional acceptance of these general terms of sale.
4. A ‘business day’ means any day other than a Saturday, Sunday or Bank Holiday in France
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. The description of the good set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
7. We can make any a changes to the specification of the Goods which are required to confirm to any applicable safety or other statutory regulatory requirement.
8. Orders are understood to be any order concerning our products appearing in our commercial documents and/or price lists, and accepted by VET-DESIGN. Orders are accompanied by the payment of the deposit, if any, provided in writing either on the quotation or by any other means.
9. Orders sent to VET-DESIGN are irrevocable for the customer, unless we accept them in writing.
10. Our public prices are in Euros (€), excluding taxes (HT), and excluding delivery charges (EXW Saint-Gilles).
11. The price (Price) of the Goods is set out in our quotation current at the date of your order or other such price as we may agree in writing.
12. If the cost of goods to us increases due to any factors beyond our control, including but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes of delivery rates, we can increase the price prior to delivery.
13. Any increase in the Price under the above clause will only take place after we have communicated it to you first.
14. You may be entitled to discounts. All discounts will be solely at our discretion.
15. The price is exclusive of any applicable VAT and other taxes, or levies which are charged and imposed by a competent authority.
Cancellation and Alteration
16. Details of the Goods are described in the clause above (Goods) and set out in our sales documentation are subject to alteration without prior notice and are not a contractual offer to sell the Goods which is capable of acceptance.
17. The quotation (including any non-standard price negotiated in accordance with the clause of Price (above) is valid for a period of 28 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
18. Either of us can cancel for any reason prior to your acceptance (or rejection) of the quotation.
19. We will invoice you for the price either:
a) on or at any time after the delivery of goods or
b) where the Goods are ready to be collected by you or where you wrongfully do not take the delivery of the Goods, at any time after we have notified you that the goods are ready for collection or we have tried to deliver them.
20. You must pay the price on the invoice within 30 days of the date on our invoice or otherwise according to any credit terms passed between us.
21. You must make payment even If delivery has not taken place and/or that the title has in the Goods has not been passed to you.
22. If you do not pay within the period set out in clause 19, we will suspend any further deliveries to you without limiting any of our other rights or remedies for statutory interest. charge you a fixed rate fee of 10% per month for credit control on the outstanding amount until you pay in full, plus 40€ administration fee.
23. Time for the payment will be the essence of the contract between us and you.
24. All payments must be made in Euro, unless otherwise agreed in writing between us.
25. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law, and neither party is entitled to assert any credit, set-off our counter claim against each other to justify withholding payment of any such amount in small or full part.
26. We will arrange for delivery of the Goods to address specified in the quotation or your order, or another location in writing.
27.If you do not specify a delivery address, or we agree to one in writing, then you must collect the Goods from our premises.
28. Subject to the specific terms of special delivery service, delivery can take place any time between the hours of 8am and 8pm.
29. If you do not take delivery of the goods, we may at our discretion, and without prejudice to any other rights:
30. Store or arrange for the storage of the Goods will charge you for all the associated costs and expenses, including but not limited to transportation, storage and/ or:
31. Make arrangements for the redelivery of the Goods and charge you for the costs of such redelivery; and/or
32. After 10 business days, resell or otherwise dispose of part or all of the goods and charge you for any shortfall below the price of the Goods.
33. If redelivery is not possible, as set out above, you must collect the goods from our premises and will be notified of this. We can charge you for all associated costs including but not limited to; storage and insurance.
34. Any dates quoted for delivery are approximates only, and the time of the delivery is not of the essence. We will not be liable for any delay in the delivery of the Goods that is caused by circumstances beyond our control or your failure to provide us with adequate delivery instructions or any other instructions which are relevant to the supply of the Goods.
35. We can deliver the Goods by partial shipment, which will be invoiced and paid for separately. Each partial delivery is a separate contract. Any delay in a delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and Severance of goods
36. You must inspect the goods on delivery or collection.
37. If identify any damages or shortages you must inform us in writing within 7 days of delivery, providing details.
38. Other than the agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out and inspection.
39. Subject to your compliance with the clause and/or agreement, you may return the Goods and we will, as appropriate, repair or replace, or refund the Goods or parts of them.
40. We will be under no liability or further obligation in relation to the goods if:
a) If you fail to provide notice as set above and/or:
b) You make any further use of such Goods after giving notice under the clause above relating to damages and shortages and/or
c) The defect arises because you did not follow our oral or written instructions about the storage, installation/assembly, use and maintenance of the goods; and/or:
d) The defect arises from natural wear and tear of the goods; and/or:
e)The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees, or agents or any third parties.
41. You bear the risk and Cost of returning the Goods
42. Acceptance of the Goods will be deemed upon inspection of them by you and in any event of 14 days after delivery
Risk and Title
43. The risk in the Goods being will pass to you on completion of delivery.
44. Title to the Goods will not pass onto you until we have received payment in full (either in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment is due.
45. Until the title of the Goods has passed onto you, you must (a) hold the goods on a fiduciary basis as our bailee and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the goods; and/or (c) keep the Goods in a satisfactory condition and keep the insured against all risks for their full price from the date of delivery.
46. As long as the goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
47. Our machines are guaranteed to work properly for one year from the date of sale (date of invoice issuance). The guarantee is limited to defects in the parts of the appliance as well as any assembly defects verified in our workshops by the after-sales service.
48. Within the guarantee period, VET-DESIGN will take full responsibility (spare parts and labour) for the replacement of any defective part as well as for the repair of any assembly defect.
49. However, all shipping costs related to the implementation of the above warranty shall be borne by the purchaser, both for the return of the faulty equipment to VET-DESIGN and for the return of the repaired equipment to the buyer.
50. Limits of the guarantee:
a) For flexible hose, only the assembly and crimping are guaranteed; cable breakage at points other than the crimping of the end fittings is excluded.
b) For bearings / seals of diamond burrs, only the assembly defect is guaranteed.
c) For batteries and motors, only the manufacturing defect is covered by the guarantee (wear and tear are excluded).
51) The purchaser shall be deprived of the benefit of the guarantee in particular in the event of disassembly the product outside the VET-DESIGN service workshop, failure to comply with the instructions for use, in particular the maintenance instructions, or in general in the event of negligence or carelessness.
52. The repair period shall be 72 hours after receipt of the products at VET DESIGN’s head office, except in the case of unforeseen circumstances or force majeure.
53. Once the 12-month guarantee period has expired, the equipment can be repaired by the VET-DESIGN after-sales service. In this case, the cost of the intervention by VET-DESIGN’s after-sales service will be borne entirely by the customer.
54. We can terminate the sales of the goods under contract where:
a) You commit a material breach of your obligations under these terms and conditions
b) You are or become or, in our reasonable opinion, are about to become the subject of bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors.
Limitation of Liability
55. Our liability under Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.<.p>
56. If we do not deliver the Goods, our total liability will not, in any circumstances, exceed the total amount of the price payable to you. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
a) Any indirect, special, or consequential loss, damage, costs, expenses and/or:
b) Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption, or other third-party claims and/or
c) Any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
57. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
58. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
59. Notices will be deemed to have been duly given:
a) When delivered, if delivered by a courier or other messenger (including registered mail) during the normal business hours of the recipient.
b) when sent, if transmitted by email and a successful transmission report or return receipt is generated;
60. All notices under these Terms and Conditions must be addressed to the most recent address, email address notified to the other party.
61. When providing the Goods to the buyer, the seller may gain access to and/or require the ability to transfer, store or process personal data of employees to the Buyer.
62. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘Data Controller’ and the seller shall be ‘Data Processor’ as define in the General Data Collection Regulation (GDPR) as may be amended, extended and/or re-enacted from time-to-time.
63. For the avoidance of doubt, ‘Personal Data’, ‘Processing’ ‘Data Controller’ ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in GDPR.
64. The seller shall only process Personal Data to the extent as reasonably required to enable it to provide the Goods as mentioned in these Terms and Conditions and or requested by the Buyer, shall not retain any Personal Data that longer than necessary for the Processing and refrain from Processing any Personal Data pertaining to the sale (such as Bank card or other financial information) for any of its own- or Third-Party Purposes.
65. The Seller shall not disclose any such personal data listed in Clause 56, to any third parties other than employees, directors, agents acting on behalf of the company, subcontractors or advisors on a strict “Need-to-Know” basis, and only under the same (or more extensive) conditions as set out in these Terms and conditions or as to the extent required by applicable legislation and/or regulations.
66. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its legal notices, which can be found on our website.
67. For any enquiries or complaints regarding our data privacy, If the User would like to know how Vet-Design processes its personal user data, to change the data or to oppose to the use of the data, the user can contact the company by a letter to the following address: VET-DESIGN, 4 Rue du gripail, 35 590 Saint-Gilles, France. In this situation, the User must indicate the personal user data that www.vet-design.com should correct, update or delete, and must prove its identity with a copy of a passport or an identity card.
Circumstances beyond the control of either party
Law and Jurisdiction
69. This agreement shall be governed by and interpreted by the laws of France, and all disputes arising under the Agreement (Including non-contractual disputes and claims) shall be subject to the Exclusive allocation of jurisdiction is made for the competent courts of Rennes, France.