1. Incorporation of Terms
1.1 These Terms and Conditions govern any contract for the supply of goods by Vigier SAS doing business as High Tech Distribution, herewith know as the “Seller”, and shall prevail over any terms put forward by any Buyer unless the Seller expressly agrees to them in writing. No conduct by the Seller shall be deemed to constitute acceptance of any terms put forward by the Buyer. No addition to or variation of these terms shall be binding on the Seller unless agreed in writing signed on behalf of the Seller. The Seller has the right to modify these terms at any time. The updated terms will be displayed on the Seller’s website (or any other means) thirty (30) calendar days before their application.
1.2. Herewith any professional customer of the Seller shall be know as the “Buyer”
2. Buyer account
2.1 A Buyer, asking to open a customer account, is required to either have a physical retail operation opened to the public, with a surface to display our goods, or an online presence, that will have required the approval of the Seller.
2.2 A Buyer, asking to open a customer account, is required to provide a VAT number and bank account details.
2.3 The Seller reserves its right to accept or refuse the opening of the customer account after studying it.
2.4 The Seller uses its discretionary power to close a customer account.
3.1 All goods are entitled to a technical product sheet available on the Seller website.
3.2 The Seller has the right to modify the characteristics of goods from the catalogue, or to cease the sale without the explicit authorisation of the Buyer, without prior notice.
4.1 A Buyers order must contain at least: the goods description, the goods reference, the order quantity, applicable unit price, purchase order number, the delivery address and billing address (if different to delivery address).
4.2 All orders placed by the Buyer are only considered approved upon written confirmation from the Seller.
4.3 The Seller’s order confirmation conducts the Buyer to accept the Seller’s present terms and conditions, to have reviewed and acknowledge them, in recognition that any of the Buyer’s terms and conditions are renounced.
4.4 No minimum order quantity is required, nonetheless handling fees will be invoiced, as mentioned at article 5 hereby.
4.5 In case of shortage, the Seller will handle orders starting from the earliest date and according to goods availability.
4.6 The Seller reserves its right to refuse any order.
4.7 Any changes made by a Buyer to an existing order must be approved by the Seller. If not accepted by the Seller, any monies engaged in the order remain the property of the Seller.
5.1 The total price to be paid for the goods supplied will comprise of the price shown in the Seller’s price list current at the time of dispatch of the goods and, when applicable, excise and other duties and VAT at the rates ruling at the date of dispatch of the goods.
5.2 The Buyer will pay the price in full without any discount, deduction, set off or abatement (other than a discount previously agreed by the Seller).
5.3 In addition to the purchasing price of the goods, handling fees will be charged as below:
|Order||From 0.1 € to 149.99 €||Above 150 €|
||15.00 €||3.90 €|
6. Retail price
6.1 Retail prices are provided as suggestions only. The Buyer is free to apply its own retail price independently.
7.1 An invoice is established for each order and is provided at delivery.
8.1 The Buyer will pay the price in EUR for the goods.
8.2 In conjunction to the approval of the Buyer account opening, a payment mode will be assigned and a credit level will potentially be granted. The Seller has the right to re-evaluate the amount of that credit level at any time.
8.3 Unless established otherwise, payment will be made within thirty (30) days from the date of the Seller’s invoice for all orders. Opening orders must be paid in advance by the Buyer.
8.4 The payment of the Sellers invoice, whether on terms or deferred, must be respected by the Buyer.
8.5 If the Buyer does not make any payment on the due date of the Seller’s invoice then without prejudice to any of the Seller’s other rights the Seller may: suspend or cancel deliveries of any goods due to the Buyer; and/or appropriate any payment made by the Buyer to such of the goods (or goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit; and/or charge interest at the rate of ten percent (10%) per annum from the due date until the complete payment.
8.6 Furthermore, when an invoice is not paid at its term, a recovery fee of forty (40) EUR will be charged. If a higher recovery fee is necessary to recover the sum due, the Seller reserves its right to charge the higher recovery fee to the Buyer. The Buyer will also have to reimburse any legal fees that may appear from the default.
8.7 Immediately upon payment default, the Seller will send a notice to the Buyer. After a forty eight (48) hour delay, the debt will go into default and the sale will be cancelled by the Seller. The Seller reserves the right to claim the goods, without prejudice of its rights.
8.8 The decision to claim the goods will not only concern the unpaid order in question, but also, all other unpaid orders, whether they are delivered or not, that the payment term is expired or not.
If the payment is of multiple terms, the non-payment of one term will convey to the immediate payment of the global sum, without formal notice. Sums that would be owed for any other deliveries, or any other reasons, will become immediately due, if the Seller does not decide to cancel those orders/deliveries.
8.9 In no event can payments be suspended or be refunded without prior written consent of the Seller. Any partial payment will be assigned to the current amount due, then to the amounts with the oldest outstanding due date.
8.10 The Seller shall remain the owner of any and all goods until they are paid in full. The Seller reserves the right to claim the goods, without prejudice of its rights, if any single instalment is not paid, and the Buyer undertakes to return them upon first request of the Seller bearing all expenses, with no other formalities.
8.11 The Seller will give a two (2) percent discount to the Buyer for payment in advance.
Banking fees may be applied to any type of payment. These fees remain payable by the Buyer. Example: exchange rate fees, etc…
8.12 The Seller has the right to request the Buyer’s financial information to create or maintain payment conditions.
8.13 The Seller can change the accepted payment terms at anytime, without prior notice, to payment in advance, payment at delivery, request a deposit, or any other means of payment.
9.1 The Seller is not bound to any delivery dates. They are only given as an indication, unless guaranteed by the Seller. The Seller cannot be liable for delay in delivery and non-delivery.
Delay in delivery and non-delivery does not give the Buyer rights to any compensation, nor cancellation of the order or pending orders.
9.2 There are no shipping charges on orders totalling above four hundred (400) EUR, however they are invoiced per order for all orders totalling below four hundred (400) EUR. These shipping rates do not apply to special offers.
|Order||Below 400 €||Above 400 €|
|Shipping fees||Shipping fees to be charged to the buyer||Free shipping to the buyer|
9.3 The Seller has the right to make partial deliveries.
9.4 The Seller delivers the goods to the Buyer’s address. The risk in transportation passes to the Buyer.
10. Reception of goods
10.1 Once the goods are delivered the responsibility passes to the Buyer.
10.2 The Buyer shall inspect the goods before acceptance of delivery; any alleged defect or damage should be noted and written on the carriers delivery form by the Buyer before accepting the goods from the carrier. Failure to do so may void any claims for reimbursement by the Buyer.
10.3 If the Buyer shall fail to comply with these provisions the goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage and the Buyer shall be deemed to have accepted the goods.
11.1 All goods are sold in firm account without possibility of returns, refunds or exchanges.
11.2 To file a claim, the Buyer must notify the Seller within forty eight (48) hours after reception of the goods. No return or exchange will be allowed passed that term, without express approval of the Seller.
11.3 Goods will be deemed to conform to the contract if the Buyer accepts them. No returns can be made without the prior approval of the Seller. Returned goods must be free of shipping fees and in their original packaging. If not, the return will be refused by the Seller.
11.4 The Seller requires a returns number to accept the return of any goods.
11.5 The Buyer agrees fully and without reserve that no claims can be made for goods received at the Seller’s premises.
12.1 All goods are under a one (1) year limited warranty coverage, starting at their delivery date.
12.2 Not included in this warranty tubes and speakers. They are under a three (3) month limited warranty coverage, starting at their delivery date. If returned, the Seller’s after-sales service will inspect the lack of conformity of the goods.
12.3 The Seller’s warranty coverage is limited to the replacement of the defective parts, after the return of these. It covers manufacturing defects and excludes product deterioration and tonal quality.
12.4 The warranty coverage becomes null and void in the case of; non-compliant use, unauthorised technical modification, or repairs made by an unauthorised technician.
12.5 It is the Buyers responsibility to notify and provide evidence to the Seller of any hidden anomalies or defects for non-conforming goods. The Buyer will not hire a third party to examine or repair the goods unless the Seller has granted prior approval.
12.6 The warranty coverage does not cover apparent defects.
12.7 Any services made during the coverage of the warranty, do not make the warranty eligible for extension.
13. Exclusion of liability
13.1 If the goods are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good any shortage by replacing such goods or, if the Seller shall elect, by refunding a proportionate part of the price. The Seller’s liability to the Buyer, whether for any breach of contract or otherwise, shall not in any event exceed the price of the goods and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense (including loss of profit) suffered by the Buyer or liability to third parties incurred by the Buyer. All warranties and conditions whether implied by statute or otherwise are, to the extent permitted by law, excluded provided that nothing herein shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as consumer.
14. Force Majeure
14.1 If performance of the Seller’s obligations is delayed or hindered by circumstances outside the Seller’s control amounting to force majeure as hereinafter defined.
The following provisions shall apply: the Seller will as soon as reasonably practicable give the purchaser notice of the reasons for the delay or hindrance. However, failure to give such notice will not prevent the Seller relying on the remaining provisions of this clause, and the Seller will incur no liability for failure to give such notice.
The Seller’s duty to perform shall be suspended for as long as the circumstances amounting to force majeure continue, and the time for performance of the Seller’s obligations shall be extended by a period equal to the duration of those circumstances.
14.2 Force majeure shall mean the following:
“Acts of God”, meaning natural disasters such as floods, tornadoes, earthquakes, and hurricanes or manmade disturbances such as terrorism, riots, civil disturbance and war. The act of any government or authority (including refusal or revocation of any license or consent), fire explosion, power failure, failure of telecommunication lines, failure of breakdown of plant, machinery or vehicles, default of suppliers or subcontractors, theft, malicious damage, lock out or industrial action of any kind, and any cause or circumstance whatsoever beyond the Seller’s reasonable control.
15. Retention of title
15.1 Pursuant to the provisions of the French commercial code, enacted on the 12th of May 1980 (Article L 621-122 of the French Trade Code) the Seller, shall remain the owner of any and all goods until they are paid in full, even if payment terms have been extended.
15.2 The Buyer may not therefore transfer its rights to the goods or pledge them as security or collateral until payment has been made in full. The Seller could claim from the Buyer the price at which the goods were sold, if the goods were transferred without explicit authorisation and prior to full payment.
15.3 The Seller reserves the right to claim the goods, without prejudice of its rights, if any single instalment is not paid, and the Buyer undertakes to return them upon first request of the Seller bearing all expenses, with no other formalities. The Buyer shall remain fully liable until the price has been paid in full, with regard to all risks of loss, damage or destruction.
15.4 If the Buyer fails to make all payments when due, enter into bankruptcy, liquidation, has a receiver or manager appointed over any assets or becomes insolvent, or if the Seller has reasonable cause to believe that any of these events may occur, then the Seller shall have the right without prejudice to repossess the goods and materials without prior notice and the Buyer will permit the Seller to enter any premises for such repossession.
15.5 No liquidator or receiver of the Buyer shall have authority to sell goods to which the Seller has title, without the Seller’s written consent.
15.6 Any such goods repossessed will be subject to a minimum re-stocking / handling charge of fifteen (15) percent levied against the original invoices.
15.7 Fee’s incurred by the Seller for repacking or repairing the claimed goods are the Buyer’s responsibility.
15.8 All sums paid are owned by the Seller.
15.9 Until property of the goods passes from the Seller the entire proceeds of sale or otherwise of the goods shall be held in trust for the Seller and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as the Seller’s money.
16.1 The Buyer shall insure and keep insured the goods to the full price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the rights of the Seller, if the purchaser fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
17.1 Any amicable dispute, unresolved within one (1) month will null and void the present terms and conditions.
17.2 This clause applies even if a dispute was previously judged, or there is a cross demand, or there are multiple defendants, or third party claims, no matter what the payment type and conditions were at the time of the dispute. The Buyer’s exclusive jurisdiction clause is null and void and the Seller’s jurisdiction clause shall prevail.
18. Applicable Law
18.1 All disputes arising out of any contract between the Seller and the Buyer will be subject to the Laws of France and arbitrated in the court of the city of Evry
19.1 In accordance with the French IT and freedom law (Informatique et liberté), the Buyer has the right to access, restrict and delete personal data collected by the Seller. These rights can be applied with a simple written demand to the Seller.