Terms and Conditions

These general terms and conditions apply to all contractual relationships between VUILLET VEGA and its customers, opticians and, where applicable, the group to which they belong or its distributors abroad, and take precedence over any document that has not been expressly accepted. Any derogation must be expressly accepted in writing by VUILLET VEGA.

Order

The contract is only formed subject to acceptance of the order by VUILLET VEGA by any means.

VUILLET VEGA reserves the right to refuse or modify the order upon notification by any means.

Any order accepted by VUILLET VEGA shall be deemed to entail acceptance by the Customer of VUILLET VEGA's offer.

The order must specify the product description, quantities, the price applicable on the date of the order, and the delivery times.

Modification or cancellation of the order

Any changes to the order requested by the Customer are subject to the express acceptance of VUILLET VEGA.

The order expresses the Customer's irrevocable consent; therefore, it cannot be canceled unless VUILLET VEGA expressly agrees to do so in advance. In this case, the Customer shall compensate VUILLET VEGA for all costs incurred and for all direct or indirect consequences resulting therefrom. In addition, any deposit already paid shall be retained by VUILLET VEGA.

Opening and maintaining an account, financial situation

VUILLET VEGA reserves the right to make the opening and maintenance of an account conditional upon obtaining accounting, financial, and legal documents from the Client and, where applicable, guarantees.

VUILLET VEGA reserves the right to require full or partial payment at the time of placing an order if the Customer's financial situation warrants it.

When the Customer is a retailer, they undertake to sell only in their point of sale, at retail and to direct consumers, and in compliance with the regulations applicable to the products.

The customer shall refrain from conducting promotional activities (sales, discounts, promotions, etc.) on products supplied under the VUILLET VEGA brand without the latter's express prior consent.

Technical guides, catalogs, quotes, terms and conditions, and prices provided at the Customer's request do not constitute an offer: They are provided for information purposes only and represent prices in euros, excluding tax, per unit, excluding packaging, with shipping costs payable by the recipient. They are subject to change without notice. Prices apply to supplies and deliveries in France and DROM-COM.

VUILLET VEGA reserves the right to modify the technical characteristics of the products supplied without prior notice to customers.

Unless otherwise expressly stipulated and notified or accepted by VUILLET VEGA, delivery shall be made either by direct delivery to the Customer or by simple notice of availability at VUILLET VEGA's headquarters to a shipper or carrier designated by the Customer or, failing such designation, chosen by VUILLET VEGA.

The risks are transferred to the Customer upon delivery, without prejudice to VUILLET VEGA's right to invoke the benefit of the retention of title clause.

Regardless of the transport conditions, products are shipped at the recipient's own risk. It is the Customer's responsibility to make the necessary reservations with the carrier within the required time frame upon receipt, as the customer remains responsible for inspecting the products.

Delivery time

If deadlines are stipulated, they are only indicative and may be called into question in the event of circumstances beyond the control of VUILLET VEGA or due to the action or inaction of the Customer. No delay shall give rise to compensation or refusal of the products.

Billing

Orders shipped are invoiced exclusively by VUILLET VEGA.

Invoices and credit notes may be included in a monthly statement to which any rebates may be applied.

The Customer shall refrain from any illegal practice of automatic debiting or crediting and, more generally, from invoicing any amount that has not been expressly recognized by VUILLET VEGA as its responsibility.

Any unilateral deduction by the Customer from any of its payments (including automatic debits, discounts, rebates, reductions, or end-of-year bonuses not expressly granted by VUILLET VEGA) shall constitute an unpaid amount and may result in the application of penalties for late payment.

To be valid, any request for invoice correction must be made within one month of receiving the statement, as claims are portable and non-collectible.

Payment methods and terms

Unless otherwise expressly agreed, payments shall be made on the 30th day following the invoice date:

• either by direct debit;
• either by LCR draft drawn directly without acceptance;
• either by bank transfer;
• or by check.

All payment instruments must be received by VUILLET VEGA before the due date indicated on the invoice or statement.

Any clause or request seeking to set or obtain a payment term longer than this thirty-day period or the agreed term may be considered unfair within the meaning of Article L 442-6- I 7° of the French Commercial Code, as amended by the Economic Modernization Act No. 2008-776 of August 4, 2008, and is punishable by a civil fine of up to two million euros.

The contractually agreed payment dates may not be unilaterally challenged by the Customer under any circumstances, including in the event of a dispute.

Advance payments are made without discount, unless otherwise agreed.

Late payment

Pursuant to Article L 441-6 paragraph 12 of the Commercial Code amended by Law No. 2012-387 of March 22, 2012, any late payment shall automatically become due and payable on the first day following the payment date shown on the invoice:

1/ Late fees.

Late payment penalties will be determined by applying the European Central Bank's refinancing rate plus ten points.

2/ A lump sum compensation for recovery costs, amounting to 40 euros.

This compensation is payable pursuant to a provision of the law of March 22, 2012, applicable as of January 1, 2013. The amount is set by Article D 441-5 of the Commercial Code.

Pursuant to the aforementioned Article L441-6, when the collection costs incurred exceed the amount of this lump-sum compensation, VUILLET VEGA is also entitled to claim additional justified compensation.

In addition to these penalties and compensation, any delay in payment of a due date shall result, if VUILLET VEGA deems it appropriate, in the termination of the contract, with all sums due becoming immediately payable.

In the event of late payment, VUILLET VEGA reserves the right to exercise its right of retention and to immediately suspend deliveries, after formal notice has remained unsuccessful within 8 days of its receipt.

The fact that VUILLET VEGA invokes one and/or the other of these provisions does not deprive it of the right to implement the retention of title clause stipulated in Article 7 of these general terms and conditions.

Purchasing groups

Unless otherwise agreed, groups acting as agents for their members are responsible for paying invoices in the name and on behalf of those members and for guaranteeing payment on the agreed due dates.

In the event of delay or failure by a group to pay invoices for which it is responsible, VUILLET VEGA reserves the right to claim payment directly from the members.

Debit notes

Under the terms of Article L442-6 I, 8° of the Commercial Code, it is illegal to "automatically deduct from the amount of the invoice issued by VUILLET VEGA any penalties or discounts corresponding to failure to meet a delivery date or non-conformity of the goods, when the debt is not certain, liquid, and due, even before VUILLET VEGA has been able to verify the validity of the corresponding complaint."

The Customer shall refrain from invoicing or deducting any amount not accepted by VUILLET VEGA. Any automatic debit will be treated as an unpaid amount and will result in the application of the provisions of these terms and conditions governing late payments.

VUILLET VEGA retains ownership of the delivered products until full payment of the principal and ancillary costs has been received.

Failure to pay any of the installments may result in the products being reclaimed. These provisions do not prevent the transfer to the Customer, upon delivery, of the risks of loss or damage to the products, as well as any damage they may cause.

The mere delivery of a document creating an obligation to pay (bill of exchange, promissory note, check) does not constitute payment within the meaning of this clause, as VUILLET VEGA's original claim on the Customer remains in force with all the guarantees attached to it, including retention of title, until the said payment obligation has been fulfilled.

However, the Customer is authorized to resell the products delivered as part of its commercial activity and undertakes to use the resale price to settle its debt. However, it may not pledge them or transfer ownership of them as collateral.

Any deferrals of maturity granted will be subject to the same retention of title.

In the event of seizure or attempted seizure by a third party, the Customer undertakes to mention the right of ownership and to notify VUILLET VEGA without delay.

Return and exchange policy

Products may only be returned or exchanged with the express prior written consent of VUILLET VEGA.

The fact that VUILLET VEGA has agreed to a return for a particular product does not entitle the customer to obtain a return for other products, even if they are identical.

To be valid, the return request must be made within one month, except in special circumstances, from the date shown on the delivery note for the products being returned.

The Customer shall return the products postage paid, at their own expense and risk.

Returns must be made to the VUILLET VEGA headquarters. Products must be returned in their original packaging, in perfect condition, accompanied by the original delivery note or, failing that, their exact references along with a detailed list of the returned products and all their characteristics.

Declaration of conformity

The optical frames covered by these terms and conditions meet the requirements of European Directive 93/42/EC of June 14, 1993.

Warranty

VUILLET VEGA guarantees its optical frames for two years from the date of invoice against any manufacturing defects and faults under normal conditions of use. Repairs and replacements carried out under the warranty do not give rise to a new warranty period and do not extend the initial warranty.

The commercial relations established between VUILLET VEGA and the Customer do not give the Customer any rights to the trademarks and other distinctive signs of VUILLET VEGA. Any use by the Customer of these trademarks and other distinctive signs must obtain the prior written approval of VUILLET VEGA. The Customer's use of these trademarks and distinctive signs on commercial documents, such as letterhead and business cards, as well as telephone directories, advertising materials, websites, and professional directories, is subject to the prior and express agreement of VUILLET VEGA.

Any sale of counterfeit goods and/or goods that resemble those of VUILLET VEGA (the product itself, packaging, brand, logos, etc.) and are likely to cause confusion among the public is prohibited.

Failure to comply with the above provisions may result in the suspension of deliveries.

The Customer undertakes to respect all of VUILLET VEGA's intellectual property rights over its products.

In general, all intellectual property rights and know-how incorporated into the products delivered and documents provided (including studies, designs, and prototypes) remain the exclusive property of VUILLET VEGA. Any transfer of intellectual property rights or know-how must be covered by a contract with VUILLET VEGA.

The parties mutually agree to a general obligation of confidentiality regarding any confidential information, whether oral or written, regardless of its nature or medium  (discussion reports, plans, computer data exchanges, activities, projects, know-how, products, etc.) exchanged in connection with the preparation and performance of the contract, except for information that is generally known to the public or that becomes known to the public through no fault or action of the Client.

Consequently, the parties undertake to:

• keep all confidential information strictly confidential, and in particular never disclose or communicate, in any way whatsoever, directly or indirectly, all or part of the confidential information to anyone without the prior written consent of the other party;
• not to use all or part of the confidential information for purposes or activities other than the performance of the contract;
• Do not copy or imitate any or all of the confidential information.

The Customer undertakes to take all necessary measures to ensure compliance with this confidentiality obligation throughout the term of the contract and even after its expiry, and guarantees compliance with this obligation by all its employees. This obligation is an obligation of result.

You have the right to access, modify, correct, and, where applicable, delete any personal information that is processed automatically.

For any disputes to which the contract may give rise, particularly with regard to its validity, interpretation, or execution, the parties undertake to attempt to settle their differences amicably before referring the matter to the competent court.

In the absence of an amicable agreement, it is expressly agreed that any dispute relating to the contract shall fall within the exclusive jurisdiction of the courts of Lons-le-Saunier (Jura), even in the event of an appeal and multiple defendants.

French law is solely applicable.