GENERAL TERMS AND CONDITIONS OF SALE
1 - Definitions
VIATITUDE : VIATITUDE, SAS with a capital of 10 000 €, located at 28 rue de Londres 75009 Paris, SIREN 751 221 078.
Buyer: Customer who places an order with VIATITUDE
Customer: entity in commercial relationship with Viatitude
Products: goods offered for sale by VIATITUDE
Software : Software and licencesx put on sale by VIATITUDE
Services: services (internal or external) offered by VIATITUDE
2 - Scope of application
The present general conditions of sale apply by right to any sale of Products, software and services available on VIATITUDE online sales website and/or on quotation issued by VIATITUDE.
The technical characteristics of the products offered for sale, displayed on the site or in the technical data sheets, are given as an indication.
Our offers are addressed to professionals acting in the framework of their commercial or technical activity.
However, private individuals are allowed to place orders on the VIATITUDE online sales website, or upon request for a quote, and have a withdrawal period.
The present sales conditions are made available to the Buyer, as referred to in article L441-6 of the French Commercial Code.
Any order implies unconditional acceptance of these general terms of sale which prevail over all other conditions, except those expressly accepted by VIATITUDE, and in particular the general terms relating to secure payments available on VIATITUDE's online sales site.
3 - Orders
Before placing any order, the customer agrees to provide accurate, complete and updated information. The customer agrees to update the contact information provided and not to impersonate any third party.
In this case, the Customer will be solely responsible for the consequences, as VIATITUDE has neither the obligation nor the technical and legal means to check the veracity of the information.
VIATITUDE may apply a minimum amount of shipping costs, depending on the destination and the amount of the order.
Any order, to be valid, must be either validated by an Acceptance of Quotation issued by VIATITUDE, or placed via the ordering process available on VIATITUDE online sales site.
Any order based on the acceptance of a quotation is considered firm and final when VIATITUDE receives the quotation signed and marked "Good for Agreement" by post or electronically.
Any online order is considered firm and final when, after the identification and product selection processes, the Buyer clicks on the "validate" button of the online order form on VIATITUDE's online sales site.
In case of order by direct issue of an order document by the Buyer, this order must specify all the information related to the Products, software or Services and in particular and preferably the references used by VIATITUDE, the quantities, the expected prices, and if necessary an explanation and quantification of the options. VIATITUDE reserves the right to accept or refuse any direct order, without giving any reason. In case of acceptance of the order, VIATITUDE registers in its own system the order corresponding to the request and submits it back to the Buyer by electronic means. The Buyer undertakes to check the conformity of the corresponding order issued by VIATITUDE with its own initial order and to inform VIATITUDE within one (1) hour of any possible difference in order to make any necessary correction. If the Buyer does not return the order for correction within one (1) hour, the order communicated by VIATITUDE is the only document that is valid for the definition of the items sold, quantities and prices, and the Buyer undertakes to consider the latter document as its own firm and final order.
Orders are executed within the limits of available stocks at VIATITUDE's usual storage place (France - Paris suburbs) and on restocking if necessary. VIATITUDE makes its best efforts to keep an online information of available products in stock or on backorder, without however guaranteeing the perfect availability of products and/or options indicated as "in stock" in particular in case of multiple orders leading to a quick stock shortage or internal or external events, normal or exceptional, independent of the online sales site and impacting the stock. In the case of a product ordered online with the status "in stock" at the time of the order and found to be out of stock, VIATITUDE undertakes to make its best efforts to execute the order as soon as possible within 5 working days, and/or to contact the customer in order to find a solution which may be : (for example and not limited to) product substitution, cancellation and refund of all or part of the order, creation of a partial or total credit note to be used on a next order, delivery after restocking on indicative time communicated by VIATITUDE, or other agreement materialized by an exchange by electronic means detailing the terms and formalizing the mutual agreement of VIATITUDE and the Buyer.
4 - Prices
Except for specific conditions specific to the sale, the prices of the products are those shown on VIATITUDE's online sales site.
These prices are, on the date, firm and final.
They are expressed in legal currency, in Euros (€) and are stated exclusive of tax (HT), delivery charges (including packaging), and any shipping charges.
Sales to France and Corsica are inclusive of all taxes (TTC) at the rate of the Value Added Tax (VAT) in force, except for exemption in the case of purchase for export on production of a valid exporter's certificate. The VAT is at the rate applicable to the Products concerned. If the VAT rate is modified, these changes may be reflected in the prices of the Products, without the Customer being informed in advance.
Sales to the European Union outside France are exclusive of VAT for professionals who have provided their intra-community VAT number. In all other cases, sales are made including VAT at the rate applicable in France. VIATITUDE checks automatically and/or manually the intra-community VAT numbers and reserves the right to cancel any order and to delete any customer account with an incorrect or usurped intra-community VAT number.
Sales to French Overseas Territories (TOM), Switzerland and Africa are always made exclusive of VAT.
5 - Payment and Invoicing
Unless special terms are expressly agreed with the Buyer, the sale price is payable at the time of the order. In case of non-payment of the price, VIATITUDE may automatically cancel the sale, after a formal notice remained without effect for one month, without prejudice to any damages that may be claimed by VIATITUDE.
VIATITUDE will establish, upon receipt of the order, a dematerialized invoice delivered to the Buyer by electronic means in accordance with article 289 VII 1° of the French General Tax Code, or upon request, by post.
The invoice shall mention the information referred to in Article L. 441-3 of the Commercial Code.
6 - Delivery
6.1 - Delivery
VIATITUDE tries to optimize the parcels by using different packaging formats in order to reduce the unused volumes.
On request of the Buyer, VIATITUDE can communicate the envisaged or real weight of each order.
VIATITUDE inserts in each order a Delivery Note (BL) including the order reference, the shipping date, the total weight including packaging, the delivery details, the references, details and quantity of the products sent. In the event that an order is sent in several shipments, each delivery note only includes the products and quantities specific to each shipment.
Unless otherwise specified (see paragraph 6.5 - Delivery on behalf of the customer), the heading of the delivery notes and the carrier label are in the name of VIATITUDE.
6.2 - Delivery area
VIATITUDE delivers in the European Union (EU), in Corsica and French TOM, in Switzerland, and in most French-speaking African countries (please contact us).
6.3 - Transport
The company VIATITUDE ensures the delivery of products by using carriers, or exceptionally itself. Carriers are specialists in national or international express transport. VIATITUDE only uses transport services with tracking numbers.
The cost of delivery is indicated to the Buyer before the order is validated. Unless otherwise stipulated (see paragraph 6.4 - Pricing policy), transport costs are at the Buyer's expense.
Delivery times are given as an indication and without guarantee. Exceeding this deadline shall not give rise to any deduction or compensation.
The delivery time is also automatically suspended by any event beyond VIATITUDE's control and resulting in a delay of the delivery.
VIATITUDE is discharged from the obligation to deliver in case of force majeure, administrative or judicial decision concerning VIATITUDE or its suppliers, or stock shortage with a production stop of a device or accessory, making the execution of the order impossible.
VIATITUDE is entitled to suspend or cancel any delivery in case of serious circumstances, and in particular in cases where the agreed payment terms have not been observed by the customer or the technical, financial or commercial information, specifications, necessary for the shipment, to be provided by the customer, are not received or are not received in time.
In other cases, if one month after formal notice, notified by the Buyer by registered letter with acknowledgement of receipt, and remaining unsuccessful, the goods have not been delivered, the sale may be cancelled at the request of either party.
In any case, the delivery within the deadline can only be made if the Buyer is up to date with all his obligations towards VIATITUDE.
Products are deemed delivered to the Buyer as soon as the product is made available to the carrier when the delivery is entrusted to a carrier, or to the Buyer when the transport is ensured by VIATITUDE.
From the moment of delivery, the risks of the products are transferred to the Buyer.
The packaging provided by VIATITUDE is suitable for the transport of products under normal conditions respecting the rules of prudence.
Any particular packaging specification requested by the Buyer must be made by electronic or postal means, and accepted by electronic or postal means by VIATITUDE.
6.4 - Pricing policy
A minimum order amount is required to qualify for free shipping. This minimum varies according to both the amount of the order and the country of destination. The shopping cart of VIATITUDE's online store calculates and updates the delivery charges according to an evolving grid, which may be modified without prior notice. Is only binding the calculation at the time of the purchase on VIATITUDE's online store.
Subject to reaching the minimum order, the initial delivery and possible replacement shipments are either free or at the cost of Standard or Express transport (on request of the Buyer). When shipping costs are charged to the Buyer are fully covered by the Carrier discount.
6.5 - Direct delivery on behalf of the Buyer to its final customer
The Buyer may request that delivery be made directly to its end customer.
By default, the headers of the Delivery Note and of the carrier labels attached to the order's packages are in the name of VIATITUDE, unless the Buyer explicitly requests to put them in his name.
The shipment is made on behalf of the Buyer, with the carrier chosen or accepted by him, the transfer of ownership is acquired at the handing over of the materials to the carrier. For Buyers with a credit account at VIATITUDE, the billing of the equipment is made on the day of delivery and at the latest within fifteen (15) days following the delivery of the packages to the carrier. The initial deadline for payment of the invoice remains unchanged regardless of the progress of the delivery. In case of a lost or undeliverable parcel for any reason whatsoever, for which the handling and payment are made through a VIATITUDE account with the carrier, VIATITUDE will request the reimbursement of the guaranteed amount from the carrier and will make its best efforts to obtain it -except for legal means-, then, if obtained, will pay the amount obtained from the carrier to the Buyer, without any guarantee or obligation of any kind from VIATITUDE to be able to obtain and/or to provide a total or partial reimbursement nor a reasonable delay of obtaining it.
The signature of the carrier's receipt by the final customer implies the acceptance of the delivery by the Buyer, who assumes the responsibility for any possible contractual non-conformity and/or between the delivery and the order placed by the final customer with the Buyer, VIATITUDE's responsibility remaining engaged for the conformity of the delivery with the Buyer's order.
7 - Transfer of ownership and conformity of the products
The Buyer will take delivery of the ordered products at the address he/she will have indicated at the time of the order.
The Buyer shall bear the costs and risks of transporting the Products sold, after their delivery.
The Buyer must verify upon receipt that the Products delivered conform to the products ordered and that there are no apparent defects.
If no complaint or reservation is made by the Buyer on the day of the reception of the products to VIATITUDE when the latter ensures the delivery, or to the carrier in other cases, the said products can neither be taken back nor exchanged, in application of the provisions of article 1642 of the Civil Code.
The Products sold are covered by the legal guarantee against hidden defects, as defined in article 1641 of the Civil Code.
8 - Returns
No return of products can be made without the prior written agreement of VIATITUDE. Any goods returned without this agreement will be informed within three (3) working days by VIATITUDE to the Buyer, specifying the date and place of return, and will be made available to the Buyer for its return by the means of his choice and at his expense within one (1) month from the date of return. After this period, the Buyer shall be deemed to have relinquished all ownership of the goods and shall be barred from seeking cancellation of all or part of the initial sale.
The risks associated with the transport of returns are always borne by the Buyer.
8.1 - Return for non-conformity or apparent defect.
In case of non-conformity or apparent defect of the delivered products to the ordered products, the Buyer commits to inform VIATITUDE within three (3) working days.
The acceptance of the return of the Products by VIATITUDE does not imply the recognition of the non-conformity or the existence of an apparent defect.
In the event that VIATITUDE confirms the non-conformity of the Product or the existence of an apparent defect, it undertakes, at its own discretion, to bring the Product into conformity or to replace it, excluding any damages.
In this case only, VIATITUDE is responsible for the expenses incurred by the return and delivery of the new Products.
In all other cases, the costs are to be paid by the Buyer.
8.2 - Return for hidden defects.
The warranty against hidden defects applies to products sold by VIATITUDE (articles 1641 to 1648 of the civil code). Any product sold by VIATITUDE with a hidden defect making it unfit for its use and existing at the time of acquisition of the product can be reported by the Buyer within two (2) years from the discovery of the defect to VIATITUDE, which then undertakes to report it to the manufacturer in order to find a solution.
Following the manufacturer's return, a proposal will be made by VIATITUDE to the Buyer to either provide a replacement product with or without the return of the defective equipment, or to reimburse the Buyer for the price as well as for the expenses incurred by the sale, strictly complying with the manufacturer's proposal and without VIATITUDE being held responsible for the nature or the level of the manufacturer's proposal, and excluding any damages.
8.3 - Return under warranty
The warranty period of the equipment is stipulated for each equipment in its online product sheet on the VIATITUDE web site or in its quotations.
The warranty only covers the parts that VIATITUDE considers defective and provided that the defects are not caused by a bad manipulation or use by the Customer.
The warranty ceases immediately if a repair or modification intervention is carried out, for any reason whatsoever, by an entity other than VIATITUDE or without its written authorization.
Under this warranty, VIATITUDE's sole obligation is to repair or replace the product or part found to be defective and returned by VIATITUDE to the address indicated.
Any return of a product to be covered by the warranty must be previously accepted by VIATITUDE. To this end, the Customer will contact the VIATITUDE support department.
If the product is found to be defective, VIATITUDE will send the Customer a return number, called "RMA number". Any product found to be defective must be returned within 5 working days, in its original packaging if possible or, failing that, in a sufficiently padded packaging at least equal in quality and quantity to the original packaging. The equipment must be accompanied by its return number as well as a description of the fault encountered and the full details of the return after repair.
Depending on the nature of the failure and VIATITUDE's possibilities, the returned products are repaired by VIATITUDE or returned to the manufacturer. Repair times may vary and VIATITUDE commits itself to repair or send the products to the manufacturer as soon as possible, without committing itself to a return time after repair, especially in case of sending the products for repair to the manufacturer.
Any product or part replaced under the warranty becomes the exclusive property of VIATITUDE.
Interventions under the warranty do not extend its initial duration.
This warranty is exclusive of any other warranty.
8.4 - Return under extended warranty
As an option, on VIATITUDE's online sales site or by quotation, some products sold by VIATITUDE may be offered additional years of warranty.
As an option, on VIATITUDE's online sales site or by quotation, some products sold by VIATITUDE may be offered a temporary or permanent replacement service with an identical, equivalent or superior equipment, shipped by VIATITUDE the same day or the next working day after the acceptance of the return under warranty of a defective equipment. VIATITUDE calls this replacement option "D+1" although the service can be delivered in more than one (1) working day. VIATITUDE endeavours to ship the same day or at the latest the next day or the next working day (the delivery time is usually one working day for most of the usual destinations of VIATITUDE's customers, but does not represent a commitment of VIATITUDE). The customer undertakes to send the defective equipment to VIATITUDE for repair on the same day and to send the proof by communicating electronically the name of the carrier and the tracking number of the package. The replacement equipment provided by VIATITUDE as part of the "D+1" service will be, at the end of the repair of the equipment under warranty, either kept by the Customer, or returned on the day the Customer receives the repaired equipment, on a case by case basis, depending on whether the replacement equipment is new or reconditioned and on whether the repair consisted in a new replacement or not, and on the need for delivery costs in case of a particularly remote destination, at VIATITUDE's discretion. In case the Buyer does not return the replacement equipment within four (4) weeks after receiving the repaired equipment, the Buyer will accept and pay in cash an invoice for the replacement equipment issued by VIATITUDE at the new public price.
8.5 - Return out of warranty
The Buyer may submit for repair a product purchased directly from VIATITUDE and whose warranty has expired. The costs related to the shipment, the return, the possible return to the manufacturer and the return, as well as the costs of parts and labour of VIATITUDE and/or the manufacturer are at the expense of the Buyer. VIATITUDE reserves the right to accept or refuse to process the Buyer's request, without giving any reason. In case of acceptance of the request, VIATITUDE will send to the Buyer a return number that must accompany the equipment, as well as a description of the failure and the complete contact details of the return. Upon receipt of the equipment, VIATITUDE will proceed to a free diagnosis of the failure and will propose a repair estimate and a timeframe for the repair, without any commitment from VIATITUDE regarding the timeframe of the estimate, which may vary according to the response time of the manufacturers. The Buyer has one week to accept or refuse the repair estimate. In case of acceptance of the estimate by the Customer, VIATITUDE undertakes the repair and/or sends it to the manufacturer as soon as possible and makes the repaired equipment available, or in case of refusal or lack of response within one (1) week, the equipment is made available to the Customer who commits to send to VIATITUDE a return coupon adapted to the weight and size of the package(s), by carrier with a tracking number, excluding any other means (return coupons without tracking number as well as manual delivery of the equipment are not accepted), in case of failure to communicate within ten (10) working days the appropriate return coupon, VIATITUDE does not guarantee anymore the availability of the equipment, which becomes the property of VIATITUDE, transferred free of charge by the Customer, who renounces to all rights on the equipment, software and any information contained therein (VIATITUDE undertakes not to exploit any information contained in an abandoned equipment and to destroy it prior to the possible reuse or destruction of the equipment).
9 - Late payments
In the event that payment is not made at the time of the order, and in the event of failure to pay on the agreed due date, penalties equal to the European Central Bank's semi-annual key rate (Refi rate), in force on 1 January or 1 July depending on the date of the order, increased by 10 points, shall be applicable.
They shall be applied as from the day following the date of payment indicated on the invoice or, failing that, the 31st day following the date of receipt of the goods.
Late payment penalties are payable without the need for a reminder.
In application of article D441-5 of the French Commercial Code, in case of late payment, the debtor will be automatically liable to the creditor, in addition to the late payment penalties already provided for by the law, for a fixed indemnity for collection costs of forty (40) euros (€).
Any payment made to VIATITUDE will be deducted from the sums due, whatever the cause, starting with those due the earliest.
In case of non-payment of the price on the due date, VIATITUDE may automatically terminate the sale, one month after the notification by registered mail with acknowledgement of receipt of a formal notice without effect, without prejudice to any damages that may be claimed by VIATITUDE.
10 - Clause of property reserve
Products are sold under retention of title.
VIATITUDE retains the ownership of the products until the complete and effective payment of the price by the Buyer.
In case of non-payment on the due date, VIATITUDE may claim the products and cancel the sale, one month after the notification by registered mail with acknowledgement of receipt of a formal notice without effect.
Cheques and bills of exchange are considered as payments only after their effective collection. Until actual collection, the retention of title clause shall remain in full force.
These provisions do not prevent the transfer of the risks of the Products sold upon delivery.
Until full payment of the price, the Buyer undertakes not to transform or incorporate the products, nor to resell or pledge them, under penalty of immediate reclamation of the products by Viatitude.
11 - Intellectual property
All texts, photos, illustrations and images reproduced on the web site as well as on all paper supports: catalogues, invoices, etc., are protected by copyright, trademark law and image rights and are the full and complete property of VIATITUDE.
Any total or partial reproduction of the web site and of any type of VIATITUDE documents is strictly forbidden. Any representation, in whole or in part, constitutes an infringement that may engage the civil and criminal liability of its author.
12 - Data Processing and Liberties
VIATITUDE collects personal data provided by the customer during the order process, such as name, surname, address, etc.
In accordance with the General Data Protection Regulation (G.D.P.R.) in effect as of May 23rd, 2018, the Buyer has the right to access, rectify or oppose the personal data concerning him/her.
For any request related to personal data, the Buyer must send a letter to VIATITUDE - 28 RUE DE LONDRES - 75009 PARIS or by using our online contact form.
13 - VIATITUDE websites: Cookies
The connection to a web server sends to the browser a certain amount of data that is stored on the hard disk of the Buyer's computer.
This data is grouped together in a file called a "cookie". This cookie records information relating to the Buyer's browsing through the site (the pages consulted, the date and time of the consultation, etc.) and thus helps to facilitate the Buyer's use of the site, particularly during subsequent visits.
This information is stored in the Buyer's computer for one year. The customer may, if he/she wishes, delete the cookies at any time via his/her browser by following the instructions given by clicking on the information banner relating to cookies.
14 - Modification and Interruption of Access to VIATITUDE Web Sites
VIATITUDE reserves the right, at any time, to temporarily interrupt access to all or part of its sites for technical reasons, to modify contractual conditions or to bring the site into compliance with legal or regulatory provisions, without having to inform the customer in advance.
15 - Disputes
The present general conditions of sale are governed by French law.
Any dispute relating to the interpretation and execution of product sales will be under the exclusive jurisdiction of the Commercial Court of Paris.
16 - Liability
VIATITUDE cannot be held responsible for the incompatibility of the hardware or software with other hardware or software with which the customer intends them to work, nor for any direct or indirect, temporary or permanent impact that could be caused by the installation of a hardware on a set already installed.
VIATITUDE is only responsible for any direct damage caused by a defect of the hardware, software or services it provides, within the double limit of the damage actually suffered by the customer due to this defect and the price of the hardware, software or service sold.
Any indirect, commercial, loss of profit, loss of data, operating loss, are expressly excluded, as well as all situations of force majeure.
17 - Withdrawal
Withdrawal does not concern professional customers, whatever the status or title in which the goods are acquired. The hardware, software or services are acquired by the professional with full knowledge of the facts and information regarding their use and destination.
The withdrawal period only concerns private customers. Pursuant to the provisions of Articles L 121-16 et seq. of the French Consumer Code, the consumer has a withdrawal period allowing him/her to renounce his/her purchase within 14 days of delivery.
This period runs from the day of receipt of the order from the consumer (individual).
In order to ensure the processing of the return of the material(s), a request for a return number must be made beforehand from the Contact Form, indicating in the subject line "Request for return of goods ....".
The materials must not have been used and must be returned to VIATITUDE at the consumer's expense and under his responsibility.
The consumer's attention is drawn to the fact that the equipment must be in perfect condition for resale, in its original packaging and without any trace, shock or malfunction.
The equipments having been the object of a specific or custom adaptation by VIATITUDE at the request of the Buyer are neither taken back nor exchanged (in all cases concerning professional customers and in accordance with article L. 221-28 of the consumer code for private customers).
The equipment must be returned declaring the value, as it appears on the purchase invoice, with any insurance for the return risks.
VIATITUDE will reimburse the total amount paid, including shipping costs, within 14 days from the reception of the sold products.
18 - Exportation
Hardware and software provided by VIATITUDE may be subject to export restrictions (European or American, among others), especially for goods and technologies for civil and/or military use. Transfers within the European Union (EU) of these goods and technologies may also derogate from the principle of free circulation.
The Buyer acknowledges and agrees that the products purchased from VIATITUDE are subject to the export control laws and regulations applicable in France, the European Union, and the United States.
Specifically, but not limited to NETGATE, PFSENSE TNSR products and software, the Buyer agrees not to export, re-export or transfer products purchased directly or indirectly from VIATITUDE, outside the EU or the initial non-EU country of destination.
The Buyer shall inform its own customers that, for the products covered by the previous paragraph, the hardware and software classified by the U.S. federal laws as military equipment are subject to various restrictions and in particular to sale to countries under embargo and to certain entities of non-embargoed countries and that consequently they cannot pretend to ignore them.
The Buyer acknowledges and agrees to be responsible for the proper application of export control regulations and VIATITUDE cannot be held responsible for the Buyer's failure to comply with the obligations arising from this clause and related regulations.
For the application of the present clause, VIATITUDE elects domicile at the address of its head office 28 rue de Londres 75009 Paris, France.