General Terms and Conditions of Sale (GCS)

For the performance and interpretation of these General Terms and Conditions of Sale, the following words, whether used in the singular or plural, shall have the meaning given to them hereinafter:

“Seller” (or “our company” or any possessive determiner used in the first person) refers to VECT’OEUR;
“Buyer” (or “Customer” or any possessive determiner used in the third person) refers to any individual or legal entity to whom the Seller invoices the products;
“Products” (or “Services”) refers to all the products (or services) mentioned in the ranges (or presentations) communicated to the Buyer;
“Order” refers to any order for our services appearing on the Seller’s quotations and/or purchase order(s) validated by the Seller and accepted by the Buyer;
“Parties” refers collectively to the Buyer and the Seller or individually to the “Party”;
“GCS” or “General Conditions” refers to the present General Conditions of Sale, in their entirety.

Article 1: Purpose and Scope

These General Terms and Conditions of Sale supersede any previous version. They apply to all our sales, unless otherwise stipulated. Any order implies full acceptance of these GCS by the Buyer, which prevail over any of the Buyer’s documents, in particular general terms of purchase, unless expressly agreed otherwise in writing by our company. Any deviation must be specified in the quotation. These GCS are systematically communicated to any customer who requests them.

Article 2: Orders

2.1 Commercial offers

All information in our technical/commercial documents and price lists is for information purposes only. Offers are non-binding and may be modified. Any modification by the Customer requires written acceptance by the Seller.

2.2 Quotes – Contracts – Purchase Orders

Orders are placed via a purchase order and/or a quotation/contract validated by our company and accepted by the Customer in writing. Acceptance confirms that all requirements and specifications have been documented and understood. These documents may supplement or amend the GCS and act as special conditions. Orders are final only once accepted in writing by the Seller. Services may commence only after receipt of the signed documents and, if applicable, the necessary samples and information. New Customers must also provide full identification details by email to laboratoire@vectoeur.fr.

2.3 Subcontracting

The Customer authorizes the Seller to subcontract any order execution, except analyses under Cofrac accreditation.

2.4 Modifications

Orders are irrevocable unless a modification is accepted in writing. Such modification voids prior deadlines.

Article 3: Samples

3.1 Sampling

If the Customer performs sampling themselves, they are solely responsible. The Seller may provide guidance but bears no liability. The Customer must clearly identify samples and references, and any changes must be documented in writing.

3.2 Ownership and Use

Samples remain the Customer’s property. The Customer authorizes their free use for analysis and must indicate whether samples should be returned, destroyed, or stored (storage costs borne by the Customer). The Seller bears no liability for deterioration. Return transport is at the Customer’s expense and risk. Unless instructed otherwise, samples may be kept at ambient temperature for up to 60 days, after which they may be destroyed without notice, at the Customer’s expense.

3.3 Sample Condition – Hazardous Waste

Samples must be suitable for analysis preparation. The Seller may refuse inadequate samples. The Customer guarantees samples pose no danger and comply with applicable laws, including hazardous waste regulations. The Customer bears all disposal costs.

3.4 Sampling on Public Premises

When carried out by the Seller, the Customer is notified in advance. The Seller cannot be held liable for disruption caused by required sampling conditions.

Article 4: Testing

Analyses are performed according to the laboratory’s standard methods. If requested, the Client may require specific methods, subject to approval. Results apply only to the sample received. Extrapolation is at the Client’s risk. In case of high concentrations, dilutions may be applied. Reports state such details. Results are expressed with appropriate units and precision. No interpretation or opinion is provided, only technical commentary outside Cofrac accreditation.

Article 5: Transport

5.1 Packaging

Unless otherwise instructed, packaging and transport methods are chosen by the Seller. Costs are borne by the Customer. Special requests incur additional charges.

5.2 Transport Risks

Risk transfers upon departure from our premises. The Customer must make claims against carriers for damages or shortages, within 3 days under Article L 133-3 of the French Commercial Code.

Article 6: Deliveries

6.1 Deadlines

Delivery times are indicative only and not binding.

6.2 Reports

Reports are delivered electronically (PDF) to the Customer designated in the contract. Originals are archived for 5 years. Paper copies are available upon request.

6.3 Delays

No damages, penalties, or cancellations may result from delays, especially in cases of force majeure.

6.4 Returns

No product returns are accepted without prior written approval.

Article 7: Payment

Unless otherwise stated, payment is due within 30 days of invoicing, by check, transfer, draft, or direct debit. Disputes must be raised within 30 days. Reissued invoices or reports incur a €10 fee.

Article 8: Prices

Prices are quoted in euros, exclusive of VAT and other applicable taxes. Any tariff changes apply to future orders.

Article 9: Late or Non-Payment – Penalty Clause

9.1 Delay and Default

Late payment constitutes a serious breach. The Seller may suspend deliveries or terminate contracts. Late payments accrue penalties at three times the legal interest rate, automatically, without notice. An additional recovery fee applies.

9.2 Penalty Clause

On any unpaid sum, a flat-rate penalty of 15% applies, in addition to interest and legal costs.

Article 10: Intellectual Property

10.1 Rights

All documents, including reports, remain the exclusive property of the Seller. Unauthorized use, copying, or disclosure is prohibited.

10.2 Cofrac Logo

Use or reproduction of Cofrac logos/marks is forbidden, except facsimile reproduction of accredited reports.

10.3 Reports

Publication or dissemination of reports requires prior written approval. The Customer indemnifies the Seller against consequences of unauthorized publication.

Article 11: Warranties, Liability, Claims

The Seller is bound by an obligation of means, not result. The Customer guarantees samples are safe and indemnifies the Seller for damages caused. Liability applies only in cases of proven gross negligence or willful misconduct, and only for direct damages, with claims limited to six months from discovery. No liability for indirect losses (e.g. lost profits). Claims may be sent to laboratoire@vectoeur.fr.

Article 12: Mediation

In case of dispute, the Parties agree to appoint a mediator registered with the Dijon Bar. Mediation lasts three months. Failing agreement, disputes are referred to the Commercial Court of Beaune.

Article 13: Applicable Law and Jurisdiction

These GCS are governed by French law, excluding the Vienna Convention. Any disputes shall be submitted to the Commercial Court of Beaune, regardless of order location or payment method.

Article 14: Waiver

Failure to enforce any clause does not constitute waiver.

Article 15: Confidentiality

Reports are confidential and may not be disclosed except for payment enforcement or by legal/administrative requirement. Customer and Seller mutually agree to protect confidential information. The Seller may, however, use anonymized results for internal or scientific purposes.

Article 16: Export Control

The Customer must comply with all applicable export laws and restrictions. Breach entitles the Seller to terminate the contract immediately.

Article 17: REACH Regulation

Products are supplied in compliance with EU Regulation 1907/2006 (REACH). The Customer is responsible for their use in accordance with Safety Data Sheets (SDS). The Seller bears no liability for misuse or delays due to regulatory obligations.

Article 18: Personal Data

The Parties undertake to inform individuals of data collection. Data may be used for order management and customer relations. Under GDPR, individuals have rights of access, correction, portability, erasure, and objection. Requests may be made via laboratoire@vectoeur.fr or postal mail, with ID proof. Complaints may be filed with the CNIL.

Article 19: Retention of Title

Ownership of products remains with the Seller until full payment. Risks transfer upon collection or delivery. In case of default, the Seller may reclaim goods and retain payments as penalty.

Article 20: Miscellaneous

20.1 Invalid Clauses

If any clause is invalid, others remain enforceable, and a substitute clause reflecting the intended economic purpose shall apply.

20.2 Domicile and Notifications

The Seller elects domicile at its registered office. Each Party must notify the other of any change of address or company details.