General Terms and Conditions of Sale

1. Scope of the general terms and conditions of sale

These general terms and conditions automatically apply to the sale of any products proposed by VITABRI (hereinafter the Seller), including but not limited to folding canopy tents, gazebos, folding stalls and their components and accessories (hereinafter the Products). These general terms and conditions were made available to the Buyer prior to the sale, as referred to in Article L. 441-6 of the French Commercial Code. When placing an order, the Buyer unreservedly agrees to these general terms and conditions, which prevail over the Buyer’s general terms and conditions of purchase and over any other conditions, with the exception of special conditions that the Seller has expressly agreed to in writing.

2. Products

VITABRI reserves the right to modify any Products in the catalogue or to withdraw any such Products from sale at any time without notice.

3. Orders

Quotes issued by the Seller are valid for 30 days from the date of issue. All orders must be placed in writing and sent by fax, post or email to the Seller’s head office. The sale is deemed transacted either on the date the Seller accepts the order or, where applicable, on the date the Buyer accepts the quote, within the validity period of the quote. Any changes that the Buyer makes to the quote will not be valid unless expressly approved by the Seller. Once the sale is transacted, the Product will be manufactured, which may include Buyer-specific customizations (such as printing). At this point, the deposit paid by the Buyer cannot be refunded, except in situations referred to in these general terms and conditions of sale. A proof will be created for all printing, and the Buyer must approve the proof before manufacturing is started. This releases the Seller from any responsibility for the graphic content of the printing.

4. Delivery

The delivery date is given as a guide and is not guaranteed. Exceeded deadlines will not result in discounts or compensation. However, if the Buyer does not receive the delivery on the delivery date provided, the Buyer may cancel the sale and request a refund one month after a notice to perform is left unanswered for deposits paid. The deadline provided is also automatically suspended by any event delaying delivery that is outside the Seller’s control. In any event, in order for deliveries to be made by the date provided, the Buyer must fulfil its obligations to the Seller.

5. Shipping – Transfer of risks

5.1. The prices of the Products are “ex-works” and, where applicable, a standard flat shipping rate will be added for shipments to Metropolitan France. Quotes will be provided for shipments outside Metropolitan France. Buyers purchasing the Products for resale benefit from free shipping to Metropolitan France for any order exceeding 4,000 euros before VAT, excluding shipping costs for extra weights, barring affreightment.

5.2. Collection of Products by the Buyer: The Buyer will collect the Products within fifteen (15) days of receiving the notification of availability from the Seller. After this period, the sale may be cancelled without notice and the Seller will retain the deposit paid. The Products are considered as delivered to the Buyer and all risks and expenses linked to the Products are transferred to the Buyer upon collection.

5.3. 5.3. Product shipment: The Seller will deliver the Products to the carrier to be shipped to the Buyer at the address provided on the order form. The Products are considered delivered to the Buyer and all risks and expenses linked to the Products are transferred to the Buyer upon receipt of the Products by the carrier. Products are shipped at the Buyer’s risk. In the event of damaged, lost or missing items noticed upon receipt of the Products, the Buyer must record all such findings and notify the carrier by registered letter with acknowledgement of receipt or a notification delivered by a bailiff, within three (3) days after receipt of the Products, excluding public holidays, in accordance with Article L. 133-3 of the French Commercial Code.

A copy of this notification must also be sent to the Seller. The Buyer will be personally responsible for all possible recourse against carriers in the event of missing, damaged or lost items, etc.

6. Delivery

In addition to taking measures against the carrier, upon receipt the Buyer must check that the Products delivered are the Products ordered and that there are no visible defects. If no such complaints or reservations are issued by the Buyer within three (3) days (excluding public holidays) of receipt of the Products, said Products can no longer be returned or exchanged. If the Buyer notifies the Seller within three (3) days of receipt that the delivered Products carry a visible defect or do not correspond to the Products ordered, the Seller will replace the Products delivered with new products corresponding to the order or, if not possible, will refund the price paid by the Buyer. The costs incurred for collection and delivery of new Products will be borne by the Seller.

7. Prices and payment terms

7.1. Prices – Prices are expressed in euros, exclude VAT and shipping costs and include packaging.

7.2. Payment terms – Barring other terms expressly approved by the Seller and Buyer, the sale price is paid as follows:

• 40% deposit payable upon acceptance of the order;
• the net balance is payable before delivery of the goods, without any discount, by cheque or bank transfer.

Payments owed to the Seller will not be suspended and no discount or compensation will be applied without written approval from the Seller. Failure to pay by the due date will automatically result in late payment penalties effective from the day after the due date, at an interest rate of three times the legal interest rate. The Seller will not be required to issue a reminder. Pursuant to Article D. 441-5 of the French Commercial Code, in the event of an outstanding payment, the Buyer will be automatically liable to pay the Seller a fixed compensation amount of 40 euros for collection costs in addition to late payment penalties. However, if the collection costs incurred by the Seller exceed this fixed compensation amount, the Seller may request additional compensation upon provision of proof. Any payment made to the Seller will be deducted from amounts owed, for whatever reason, starting with amounts with the oldest due dates. Failure to pay by a due date will automatically result in the sale being cancelled 30 days after a notice to perform is left unanswered by the Buyer, without prejudice to any damages that may be claimed by the Seller.

7.3. Invoicing – The Seller will issue an invoice in duplicate, sending one copy to the Buyer by post or email upon delivery or availability of the Products.

8. Retention of title

The products are sold subject to retention of title. The Seller retains ownership of the Products until the Buyer has paid in full the principal, interest and ancillary costs. However, upon delivery, the risks related to the Products sold will be transferred to the Buyer. Pursuant to the provisions of Article L. 441-3 of the French Commercial Code, payment is deemed to have been made on the date on which the Buyer makes the funds available to the Seller. Thus, cheques are not considered as payments until they are actually cashed. In the event of failure to pay by the due date, the Seller may claim the Products back and cancel the sale, as specified above. The Seller may also keep the deposit paid by the Buyer. The Buyer will refrain from transforming, incorporating, reselling or pawning Products until they are paid for in full, failing which the Seller may claim the Products back immediately.

9. Warranty

The Products sold are covered by the legal warranty for hidden defects, within the meaning of Article 1641 of the French Civil Code. With regard to non-professionals, this warranty does not replace the legal warranty provided for by Articles 1640 et seq. of the same code. In addition, and without prejudice to this legal warranty, the Seller provides a warranty covering the Products (V3 Pro, V2 and V5 ranges) in the event of flaws or defects, under the following conditions:

*Open for less than 8 hours a day
(or opened/closed fewer than 150 times a year)
**Open for more than 8 hours a day
(or opened/closed more than 150 times a year)

The V3 PACK ranges (polyester and PVC M2) have a 1-year warranty for the structure and canvas.

The inflatable structures in the R1/R2 ranges are guaranteed for 1 year.

The warranty periods start from the date on which the Buyer receives the Products. The warranty is subject to compliance with the maintenance conditions specified in the Product documentation and compliance with the following shipping and storage conditions:

• The Products should be shipped and stored upright. If shipped horizontally, the Products must not be stacked, rubbed against the ground or dropped from a height.
• Canvases must be dry before the Products are stored. The warranty will not apply if the Products are stored with a wet canvas and mould appears.

The warranty will cover and be limited to either repairing or replacing Products or parts of Products found to be defective, free of charge, at the Seller’s discretion. It does not include any compensation and does not apply to normal wear and tear, negligence, lack of maintenance, use in winds greater than 75 km/h or winds of up to 75 km/h when BEAUFORT scale weighting recommendations are not followed. In addition, the warranty does not apply when Products are used during a snowfall except for CTS-approved gazebos, sold with the CTS reinforcement kit, provided that the cumulative snowfall is less than 4 cm. Replacement parts do not extend the Product’s original warranty period. Any repairs to a CTS product must be carried out by the Seller or a dealer approved by VITABRI.

The warranties provided for in this article do not apply if the Product is modified, adapted or in any way altered by the Buyer or a third party.

10. Spare parts

Product spare parts are available for as long as the Products are featured in the catalogue and for two more years after they are discontinued by the Seller.

11. Liability

The Seller sells the Products and arranges their delivery. The Seller is not involved in installing the Products and therefore will not be held responsible for any incidents resulting from installation.

12. Governing law and jurisdiction

These general terms and conditions of sale are governed by French law. Any dispute relating to the interpretation of these general terms and conditions of sale or relating to sales training or the actual sale of Products will fall under the exclusive jurisdiction of the commercial court of Besançon. The Seller’s elected domicile is the address shown at the top of this document.