Terms and conditions of sale

GENERAL

All quotations, price offers, sales and repairs, whether tacit or express, are made under the general terms and conditions which are the law of the parties. All other purchase clauses, or other clauses printed on orders or on correspondence from purchasers, are deemed null and void. Quotations and offers are made without commitment of duration, and except for sales in the meantime. Only VIBRA FRANCE’s agents, representatives, stockists, etc., duly accredited to visit customers, may bind VIBRA FRANCE externally.

MODIFICATIONS

All modifications to the characteristics of materials, supplies, products and services may be made by VIBRA FRANCE at any time and without prior notice, without giving rise to any claim by customers or cancellation of orders. Neither VIBRA FRANCE nor the manufacturers are bound by specifications appearing on brochures, leaflets, prospectuses, catalogs or exhibition or demonstration models. However, customers may stipulate on order forms the characteristics to which their commitment is subject.

PRICES AND PAYMENTS

Our prices are ex our LYON warehouse. Goods are payable to our head office in cash and without discount from the date of notification of availability at the warehouse, even if shipment or collection is delayed due to force majeure. Our prices do not include any costs of packaging, transport, travel, installation, vacation, taxes and miscellaneous duties, which are charged to the customer, who is obliged to pay them at the same time. It is expressly agreed that failure to pay on receipt of invoice or on the due date shall automatically entail, without the need for formal notice :

All outstanding amounts are due and payable, regardless of the agreed method of payment.

The payment, as a penalty clause, of a fixed and irreducible indemnity equal to 15% of the sums due, in addition to default interest calculated at two points above the European Central Bank discount rate.

à The debtor is liable for all out-of-court and contentious collection costs and fees. The present provisions are not merely comminatory and stylistic, but are expressly intended and accepted by the parties, and will apply rigorously, without any down payment or offer of deposit being able to stop their effects.

Furthermore, in the event that we become aware of financial information that could cast doubt on the purchaser’s solvency, at the very moment of execution, or even during delivery, VIBRA FRANCE reserves the right to freeze operations until concrete guarantees have been obtained, or until immediate payment has been made.

SHIPPING AND DELIVERY CONDITIONS

No shipment will be honored without a purchase order. Goods, appliances, spare parts and other supplies always travel at the consignee’s risk, even in the case of carriage paid or cash on delivery. They are insured, whatever the mode of transport chosen by the purchaser, only by express order. Shipments are made by the most economical means, including by post. Our goods cannot be exchanged or taken back.

CLAIMS AND DISPUTES

A return with carriage forward will be refused if it is not made with the prior agreement of VIBRA FRANCE. No claim, for any reason whatsoever, will be accepted if it is not notified to the registered office of VIBRA FRANCE within eight days of receipt of the goods by registered letter with acknowledgement of receipt. In the event of any dispute of any nature whatsoever, the Lyon Commercial Court shall have sole jurisdiction, even in the event of multiple defendants or the introduction of third parties, and French law shall have sole jurisdiction.

RIGHT OF RETENTION

VIBRA FRANCE has, on all equipment entrusted to it by customers for repair or any other operation, a right of retention and preference as security for all debts, even those arising from operations prior to or unrelated to the equipment retained. PACKAGING Packaging, cartons and crates are invoiced in addition to the price of the goods. Under no circumstances may they be taken back.

OBLIGATION TO WITHDRAW GOODS

The buyer is obliged to collect the goods on first presentation. If he refuses to do so, he will automatically be liable for immediate payment of the full amount shown on the invoice, as well as for the cost of returning the goods, without prejudice to damages and interest related to the loss of purchase.

RETENTION OF TITLE CLAUSE

In accordance with French law no. 80-335 of May 12, 1980, the transfer of ownership of equipment, supplies, repairs and other services sold by VIBRAFRANCE is subject to full payment in principal and accessories, including all transport and other costs, duties and taxes. In the event of late or non-payment, the seller may, at its sole discretion, either summon payment or cancel the sale ipso jure, and demand the return of the equipment delivered, to which the buyer is obliged. Cancellation of the sale will be notified by registered letter with acknowledgement of receipt. Until full payment has been received, the purchaser is prohibited from reselling, leasing or pledging the equipment without our written consent. In the event of the equipment being resold by the customer, contrary to the above clause, the latter will be deemed to have accepted, by simple adherence to the above conditions of sale, to subrogate the seller to collect directly from his own customer the sums still due to him.

GUARANTEES

Our warranty is limited to the replacement of any part which, within twelve months (or three months in the case of repair) of delivery, is found by contradictory evidence to be unusable due to faulty materials, poor workmanship or faulty construction, for a maximum of 7 hours’ use per day. Labour, postage and travel costs are at the purchaser’s expense. The warranty does not apply to repairs or replacements resulting from normal wear and tear, deterioration or accidents caused by negligence, lack of supervision or maintenance, or faulty use. Our warranty is void in the event of modification or repair by an unauthorized third party, and in all cases where original VIBRA FRANCE parts are not used. Replacement of defective parts does not imply extension or renewal of the warranty.

We expressly decline any claim for financial compensation for direct or indirect subsequent damage, in particular for loss of profit, loss of material, etc. Similarly, we decline any civil liability for accidents which may be caused by our equipment on the customer’s premises. Finally, under no circumstances shall our warranty exceed that given by the supplier or manufacturer of the part or appliance.

DEROGATION

Any deviation from the above conditions must be agreed in writing prior to the execution of orders.