General Terms and conditions of sale
The present General Terms and Conditions of Sale apply to all service provisions entrusted to the company VITRUVENS, a company registered with the Trade and Companies Register (RCS) of Tours under number 903 340 503, whose contact details appear in the legal notices on the website (https://vitruvens.com)hereinafter referred to as “VITRUVENS”, by any legal entity, hereinafter referred to as the “Client”.
VITRUVENS and the Client are hereinafter individually referred to as a “Party” or collectively as the “Parties”.
ARTICLE 1. DEFINITIONS
Links to VITRUVENS’ website are provided for information purposes only.
The following terms, whether used in the singular or plural, shall have the following meanings:
Order: refers to any purchase made by the Client from VITRUVENS, specifying the nature, price, and quantity of the services requested;
Contract: refers to these General Terms and Conditions of Sale (GTC);
GTC: refers to the present General Terms and Conditions of Sale;
Personal Data: refers to data which, within the meaning of the French Loi Informatique et Libertés of 6 January 1978 and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter the “Applicable Regulation”), constitute personal data;
Service: refers to the various types of services (service provision or product sale) as marketed by VITRUVENS to the Client;
Results: refers to all developments, deliverables, documents, products, data, information, Solution(s) related to the execution of services performed by VITRUVENS at the Client’s request or following Client Orders, including all knowledge, know-how and pre-existing rights incorporated into these Results;
Website: refers to VITRUVENS’ company website (https://vitruvens.com)
Solution: refers to the solution developed by VITRUVENS at a Client’s request as defined in a specification document or commercial offer.
ARTICLE 2. PURPOSE
The purpose of these GTC is to define the legal and financial conditions under which:
- The Client orders one or more Services from VITRUVENS;
- VITRUVENS delivers the Service(s) to the Client.
The Contract shall prevail over any purchase conditions or any other document issued by the Client.
The GTC are communicated to Clients together with the offer prior to any Order validation. These GTC cancel and replace any prior document or exchange between the Parties prior to the validation of the Order. Confirmation of the Order implies full acceptance of these GTC by the Client.
VITRUVENS reserves the right to modify its GTC at any time. In the event of modification, the applicable GTC shall be those in force on the date of the Order.
ARTICLE 3. DESCRIPTION OF SERVICES
VITRUVENS is a company specialized in the development and supply of battery-powered autonomous energy solutions.
In this context, VITRUVENS carries out specific Services at the request of its Clients.
These Solutions may be material and/or software in nature.
ARTICLE 4. ORDER
Each offer or purchase order shall include the GTC as an appendix.
The sending of the purchase order, duly signed and dated by mail or email, constitutes an Order and implies full adherence by the Client to the GTC in force on the date of the Order.
The purchase order resulting from an offer issued by VITRUVENS must be returned, signed and dated, before the expiration of the period indicated on said offer. For information purposes, quotations are valid for a period of three (3) months. Failing that, the offer shall become null and void, and VITRUVENS shall have no obligation to honor the Order, except by express written confirmation.
The purchase order must contain at least the following elements:
(a) the reference of the corresponding quotation;
(b) the number and description of any samples to be analyzed or tested;
(c) the type of Service to be performed;
(d) the indication of the desired completion period.
Any Order placed following a prior offer must strictly conform to it. In the event of an Order that does not conform to the offer, VITRUVENS reserves the right not to apply the new special conditions of the offer.
Any Order received shall only become final once the purchase order, signed and dated by the Client, has been confirmed in writing by VITRUVENS via email (Acknowledgment of Receipt – AR).
Any Order received by VITRUVENS is deemed firm and final. Consequently, any cancellation of an Order by the Client — which must be notified to VITRUVENS by registered letter with acknowledgment of receipt — will result in the payment of compensation equal to the total expenses incurred, increased by a cancellation penalty of twenty-five percent (25%), payable to VITRUVENS.
ARTICLE 5. PRICES
Services are provided at the prices in force at the time the Order is placed.
VITRUVENS reserves the right to modify its pricing rules at any time, while guaranteeing the Buyer the application of the price in force on the day of the Order.
Unless otherwise agreed, prices are understood to be net prices. Prices are indicated exclusive of taxes (excl. VAT) and inclusive of all taxes (incl. VAT), with VAT payable by the Buyer in addition and subject to modification at the rate applicable on the date of the invoice issued by VITRUVENS.
Discounts, rebates, or reductions may be granted to the Client. They shall be subject to specific conditions.
Invoices sent to the Client, prepared in duplicate on the date of service delivery, shall indicate the following: the purchase order number, the nature of the service provided, and, where applicable, the description of the objects or products that were the subject of the service.
ARTICLE 6. TERMS OF PAYMENT
Payment shall be made within thirty (30) days end of month.
VITRUVENS reserves the right to modify the payment terms after a solvency assessment.
Payment shall be made exclusively by bank transfer or bank cheque.
In the event of late payment, VITRUVENS may suspend all ongoing services, without prejudice to any other legal remedy.
In accordance with Article L.441-6 of the French Commercial Code, late payment automatically entails the application of penalties equal to three times the legal interest rate. This rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, effective from the day following the payment due date stated on the invoice.
These penalties shall be payable upon simple request, without VITRUVENS having to prove actual loss.
In addition to late payment penalties, any sum not paid by its due date shall automatically entail the payment of a fixed compensation of forty (40) euros for recovery costs.
In the event of non-payment forty-eight (48) hours after an unsuccessful formal notice, VITRUVENS reserves the right to declare the termination of the order at the Client’s sole fault.
In such a case, the Client shall owe VITRUVENS compensation equal to the expenses incurred by VITRUVENS to perform the order. This compensation shall not be less than twenty-five percent (25%) of the total order amount, without VITRUVENS having to prove any loss.
ARTICLE 7. RETENTION OF TITLE CLAUSE
In cases where the Parties have agreed to payment terms not involving advance payment before shipment, ownership of the Solutions shall only be transferred to the Client upon full payment of the price.
Notwithstanding this delayed transfer of ownership, it is understood that the transfer of risk relating to the Result to the Client shall occur upon Delivery, as defined in
Article 8.
The Client shall provide, upon first request, proof of adequate insurance coverage.
In the event of non-payment within the stipulated period, VITRUVENS reserves the right to repossess delivered Products and unilaterally cancel the order without prior notice.
VITRUVENS may demand the return of the Results at the Client’s cost and risk.
ARTICLE 8. SHIPPING – DELIVERY TIMES – TRANSPORT
The Client undertakes to provide VITRUVENS with a correct delivery address. Under no circumstances shall VITRUVENS be held liable for non-delivery resulting from the provision of an incorrect delivery address by the Client.
VITRUVENS draws its Clients’ attention to the precautions to be taken in the packaging of entrusted items, in order to avoid any deterioration during transport.
Transport costs (round trip) shall remain the Client’s responsibility and will therefore be added to the quotation.
If the Client wishes that the risks of loss or deterioration of the items during return transport be insured at their declared market value, this must be expressly stated in writing at the time of quotation preparation by VITRUVENS.
In the absence of such an indication, the return transport insurance shall be that of the carrier’s standard insurance (reimbursement based on weight and not on declared market value).
Delivery times are given for information purposes only.
Delivery must necessarily be accompanied by a delivery note.
VITRUVENS’ mission shall be deemed complete upon submission of this document to the Client.
ARTICLE 9. RECEIPT OF RESULTS
Electronic transmission of Results implies the Client’s awareness and acceptance of the characteristics and limitations inherent in the use of the Internet, particularly regarding technical performance, response times for consultation, inquiry or data transfer, risks of interruption, and more generally, risks inherent to any Internet connection and transmission, the absence of protection of certain data against possible misuse, and the risks of contamination by potential viruses circulating on the network.
Consequently, VITRUVENS shall under no circumstances be held liable, without this list being exhaustive, for:
– The transmission and/or receipt of any data and/or information over the Internet;
– Any malfunction of the Internet network preventing the proper transmission or operation of reports;
– Failure of any receiving equipment or communication lines;
– Loss of any paper or electronic mail and, more generally, loss of any data;
– Routing problems;
– Operation of any software;
– Consequences of any virus, computer bug, anomaly, or technical failure;
– Any damage caused to the Client’s computer;
– Any technical, hardware, or software failure of any kind that prevented or limited the possibility of transmitting the electronic result or damaged the Client’s system.
ARTICLE 10. LIABILITY
VITRUVENS shall not be liable for any indirect or intangible damage possibly suffered by the Client in relation to the use of the Solution.
VITRUVENS’ liability is limited, for all causes combined, to the contractual price paid by the Client for the Solution that caused the damage.
VITRUVENS shall in no case be liable for damages resulting from the implementation of the Solution in a manner not compliant with good industry practices, nor for damages resulting from mishandling, defective storage, or use under unfavorable or unsuitable physical or chemical conditions.
VITRUVENS does not in any way guarantee that the Results provided will meet the objectives set by the Client.
In the event of deterioration of objects entrusted to VITRUVENS during the performance of the service, or of delays in delivering the Results due to an unforeseeable failure of the equipment used, VITRUVENS shall not be held liable for the resulting consequences.
Items entrusted to VITRUVENS at the Client’s request are at the Client’s own risk, and the Client shall, if desired, cover such risks under its own insurance policy.
The Client waives any right of recourse against VITRUVENS in this respect.
VITRUVENS shall not keep entrusted items for more than fifteen (15) days following the sending of the Service Result, unless expressly requested in writing by the Client and accepted by VITRUVENS, with all storage costs remaining the Client’s responsibility.
ARTICLE 11. FORCE MAJEURE
VITRUVENS shall not be held liable to the Client for failure or delay in the performance of any obligation under this Contract resulting from the occurrence of a force majeure event, as defined in Article 1218 of the French Civil Code.
In the event of a force majeure occurrence, the obligations under this Contract shall be suspended.
If the force majeure event continues for more than one (1) month, the present General Terms and Conditions may be terminated automatically, pursuant to Articles 1351 and 1351-1 of the French Civil Code.
In particular, cases of fortuitous events or force majeure or resulting from conjunctural events (including, but not limited to, wars, civil unrest, epidemics, interruptions or disruptions of transport or postal services, labor disputes, atmospheric disasters and natural catastrophes, major incidents affecting suppliers or subcontractors, legal or governmental measures, etc.) that may cause a total or partial interruption of VITRUVENS’ activity, shall entitle VITRUVENS not only to delay delivery, but also to cancel all or part of the Order, without the Client being entitled to any compensation or to refuse partial performance.
ARTICLE 12. INTELLECTUAL PROPERTY
These GTC shall not be interpreted as implying any transfer or license of VITRUVENS’ intellectual property rights to the benefit of the Client.
12.1 Ownership and License
The Solution — including its source code and architecture — the services, all content present in the software and published by VITRUVENS, the names, signs, and logos used to designate the Solution and its components, the services, the Results, and the Services sold by VITRUVENS, are protected by intellectual property rights (including, but not limited to, copyright, patent rights, trademark rights, design and model rights, database producer rights, and any existing or future intellectual property rights, French or international), know-how, pre-existing knowledge, and confidential information, and belong to VITRUVENS or to third parties who have authorized VITRUVENS to use them.
Therefore, unless otherwise expressly agreed with the Client, the rights protecting the Solution, services, Services sold by VITRUVENS, and the Results of all studies and developments requested from VITRUVENS by the Client shall remain the exclusive property of VITRUVENS.
This Contract shall under no circumstances entail any transfer or license of intellectual property rights to the Client.
The Client is only authorized to personally use the Results in accordance with their intended purpose.
Accordingly, the Client is expressly prohibited from reproducing, adapting, modifying, disseminating, or transferring all or part of the Results without VITRUVENS’ prior written consent.
12.2 Restrictions on Use
VITRUVENS expressly prohibits any collaborator or Client, without its written authorization, from:
- Making any copy of all or part of the software solutions composing the Solution (except for legally authorized backup copies);
- Permanently or temporarily reproducing the Solution, in whole or in part, by any means and in any form, including during loading, display, execution, or software storage;
- Practicing reverse engineering, decompiling, or disassembling any analyzer, computer program(s), or software solution(s);
- Selling or renting the Solution without VITRUVENS’ prior consent;
- Publishing, without VITRUVENS’ prior written authorization, any performance or evaluation test or analysis relating to the Solution.
ARTICLE 13. PERSONAL DATA
The provisions relating to the collection and processing of Personal Data concerning the Client within the framework of the Order are detailed in the privacy policy available on the Website.
ARTICLE 14. RIGHT OF WITHDRAWAL
14.1 Scope
14.1.1 In the context of a B2C Service:
For Services and provisions marketed on the Website, and except for the exceptions listed below, the Client benefits from a right of withdrawal.
The Client may, within fourteen (14) days following the final validation of their Order for service contracts, exercise their right of withdrawal by notifying VITRUVENS, in accordance with Article 14.2 of these GTC.
In accordance with Article L221-25 of the French Consumer Code, a Client who expressly requests the performance of a service before the end of the withdrawal period may still exercise their right of withdrawal. However, in such a case, VITRUVENS may require payment of an amount corresponding to the service provided until the communication of the Client’s withdrawal decision, provided that VITRUVENS obtained their express request.
14.1.2 In the context of a B2B Service:
For Services and provisions marketed on the Website, the Client benefits from a right of withdrawal if they meet the conditions set out in Law No. 2014-344 of March 17, 2014, known as the “Loi Hamon,” and in Article L221-3 of the French Consumer Code.
In such a case, VITRUVENS may request payment of an amount corresponding to the service provided until the communication of the Client’s withdrawal decision, provided that VITRUVENS obtained their express request.
14.2 Terms
14.2.1 Notification of Withdrawal
To exercise their right of withdrawal and prior to any return, the Client must notify their intention to withdraw from VITRUVENS by using the following email address:
ARTICLE 15. NOTIFICATIONS
Exchanges between the Parties may take place by any means, including electronic mail.
A printed version of an email shall constitute valid proof of the content of such exchanges.
After-sales service contact details : contact@vitruvens.com
ARTICLE 16. MISCELLANEOUS PROVISIONS
Tolerance
It is expressly agreed that any tolerance or waiver by either Party in the temporary application of all or part of the provisions of this Contract, regardless of its frequency or duration, shall not constitute a modification of this Contract nor generate any rights whatsoever.
Entire Agreement
These provisions (including the terms of use, the Order, and any annex specifically referred to as such) constitute the entire agreement between the Parties and reproduce in all respects the prior agreements, letters of intent, correspondence, and proposals between them, regardless of their form or designation and concerning the same subject matter, except for those expressly listed herein.
Severability
If any provision of this Contract is annulled in whole or in part, the validity of the remaining provisions shall not be affected. In such case, the Parties shall, if possible, replace the invalid provision with a valid one that reflects the spirit and purpose of the Contract.
ARTICLE 17. GOVERNING LAW – DISPUTE RESOLUTION
These General Terms and Conditions, drafted in French, shall be executed and interpreted in accordance with French law.
In the event of a dispute, French law shall be the only applicable law, excluding the provisions of the Vienna Convention of April 11, 1980 on the International Sale of Goods.
For any dispute arising from the validity, interpretation, performance, or termination of the contract, exclusive jurisdiction is granted to the Commercial Court of Tours, regardless of the place of delivery, the Client’s geographical location, or the method of payment, even in the case of third-party proceedings, multiple defendants, or summary proceedings.
Nevertheless, any dispute arising between the Parties shall first be subject to an attempt at amicable resolution prior to any legal action. The requesting Party shall bear the burden of proof of such attempt.
