Terms and conditions of use

ARTICLE 1 - GENERALITIES

VTS VITALSALE's activity is the distribution of new telecommunication and computer equipment, network infrastructures and materials (hereinafter referred to as "Products").

The sale of Products, as well as the services proposed by VTS VITALSALE, are subject to these general conditions (hereinafter referred to as "General Conditions of Sale") which form the basis of the negotiation. All other services provided by VTS VITALSALE outside this scope, such as the sale of Cloud service subscriptions, are governed by separate General Conditions of Sale.

You can consult and download these General Terms and Conditions on our website www.vts.pt. In case of a translation into a foreign language (e.g. English) it will be made available to the Customer by VTS VITALSALE upon request.

Any contrary clauses of particular conditions shall prevail over these General Conditions provided they are validated by VTS VITALSALE and the Customer.

By placing an order, the customer of VTS VITALSALE (hereinafter referred to as the "Customer") is deemed to have taken note of these.

The Customer's placing of an order with VTS VITALSALE implies its full adherence to these General Conditions and the express exclusion of any other conditions of the Customer or any document emanating from it and not signed by VTS VITALSALE, together with any specific conditions signed by the parties, shall constitute the only contractual documents between the parties.

If any of these General Conditions should prove to be invalid, the Parties undertake to negotiate in good faith to replace the invalid condition, with the remaining conditions remaining in force.

If applicable, any new version of the present communicated by VTS VITALSALE to the Customer shall apply to any new order, regardless of the previous relationship between VTS VITALSALE and the Customer.

ARTICLE 2 - ACCOUNT OPENING

Each new Customer who wishes to open an account on the VTS VITALSALE website must accept the terms and conditions imposed at the time of registration. To obtain the payment/delivery deadlines set out in point 5.2 you must make a prior notice through the contacts made available for customer support. 

This request should be sent to VTS VITALSALE, with order number and customer number. (to request the English version of the General Terms and Conditions of VTS VITALSALE, simply make the request in writing). 

For each request, VTS VITALSALE will carry out a financial analysis, according to the information communicated to it, VTS VITALSALE reserves the right not to accept the opening of an account if the information is not satisfactory in relation to the objective criteria stipulated by VTS VITALSALE.

When opening an account VTS VITALSALE determines, according to these criteria, an outstanding credit beyond which each order or part of an order must be paid in cash by transfer. 

VTS VITALSALE reserves the right to close and/or reduce the outstanding credit at any time in the event of late payment or new financial information that does not conform to the objective criteria stipulated by VTS VITALSALE for granting or maintaining an account.

ARTICLE 3 - ORDER

Any offer for sale of Products or Services is made up to the limit of available stocks/capacities/equipment, unless otherwise stipulated in the proposal, the duration of validity of an offer or proposal for Products or Services is one week.

The contract shall be deemed to have been definitively concluded as from the time VTS VITALSALE sends the Customer an acknowledgement of receipt of the order. In accordance with the law, no order and no contract definitely concluded may be cancelled partially or totally by the Customer.

Each order shall contain the following information:

- Delivery and billing address;

- The exact references, designations and quantities of Products/Services ordered;

- The net prices, if they are determinable at the time of the order, the Customer shall be deemed to have taken note of VTS VITALSALE's current price list;

Taking into account the activity, the minimum amount of an order may not be less than 400 euros excluding VAT. Exceptionally, VTS VITALSALE may accept a lower order subject to the payment of administrative costs amounting to 30 euros excluding VAT.

ARTICLE 4 - CHOICE OF PRODUCT OR SERVICE

The characteristics of the Products are indicated in summary form on the price list of VTS VITALSALE, available to the Customer before placing the order, and in particular on the website www.vts.pt. It is not dispensable to consult the technical data sheets on the manufacturer's sites.

On the basis of a simple request, VTS VITALSALE can answer all questions concerning Product characteristics.

This choice is therefore made at the sole responsibility of the Customer who assumes the risk. In the event that the Products are not suited to the needs of the Customer or his end customer, the Customer acknowledges that he is solely responsible for the choice made and assumes it with respect to VTS VITALSALE. 

The Customer undertakes to take out any and all insurance policies necessary to hold VTS VITALSALE harmless from any liability in the event of disputes with its own customers.

VTS VITALSALE places at the disposal of its Customers, free of charge, the data and technical specifications concerning the Products, as well as the level of stocks of Products and the computerized ordering system.

ARTICLE 5 - PRICE - PAYMENT

5.1 Price

The prices of the Products are fixed, as the case may be, by VTS VITALSALE's standard rates in force on the day of the order or under a specific offer by VTS VITALSALE.

VTS VITALSALE reserves the right to modify its rates (excluding specific offers during the period of validity). It is up to the Customer to inform himself of the rates in force at the time of the order.

Orders over 400€ excluding VAT are exempt from shipping costs for deliveries within mainland Portugal, (via email or in store www.vts.pt), with the exclusion of larger products (size and or weight out of the standard and / or products that require a mode of transport or specific means of delivery), which must be subject to a specific valuation which will be submitted for approval of the Customer. For orders (via email or in store www.vts.pt), under 400€ without VAT to be delivered in mainland Portugal, shipping costs are applied according to the price list indicated in the proposal, (see shipping rates) will be added to the invoice.

For any other area outside Continental Portugal, the same must be valued and accepted by the customer.

The prices are considered "EX WORKS" (according to the Incoterms of CCI 2020).

VTS VITALSALE will automatically apply, according to the applicable regime, any new tax or any increase in existing tax rates.

5.2 Payment

Except in the case of opening a Customer account in accordance with the conditions laid down in ARTICLE 2 - of the present, payments are made at the time of the order by transfer to the bank details indicated on the invoice.

In case of opening a Customer account according to the conditions provided for in ARTICLE 2 - of the present, and within the limit of the credits in progress, the payment deadlines are defined by VTS VITALSALE, without exceeding 45 days, end of the month or 60 consecutive days from the date of issue of the invoice. Payments shall be made to the payment bank account communicated by VTS VITALSALE.

VTS VITALSALE reserves the right to send invoices electronically, which the Customer expressly accepts, thus waiving the right to receive a paper invoice.

 Under no circumstances may a complaint authorize the Customer to suspend or refuse all or part of an invoice, to withhold all or part of sums due, or to operate a compensation.

In the event of non-payment of all or part of an overdue invoice, even in the case of staggered payments, VTS VITALSALE reserves the right, until full payment of the outstanding invoice, to suspend any and all deliveries or contracts in progress, and to terminate any and all contracts in progress.

VTS VITALSALE shall not be liable for any loss or damage arising from the termination and non-provision of the respective contract, without any right to claim from the Customer.

In addition, any other invoice that is not yet due shall become immediately due and VTS VITALSALE may immediately demand payment of all unpaid invoices.

The amounts of the debts shall be increased by the expenses resulting from the late payment. In the event of debts, the invoices are to be paid in cash upon ordering.

In the absence of payment on the agreed due date, the Customer shall pay, in addition to the principal amount 

- late payment penalties applicable per day of delay and calculated from the due date of the invoice in

at the refinancing rate of the European Central Bank in force on the first day of each calendar semester

calendar semester, increased by 10 percentage points, which may not be less than three times the legal interest rate

applicable pursuant to Article L. 441-10-I of the [French] Commercial Code

- the rate of compensation for recovery costs (currently set at 40 euros) per invoice,

- any damages and interest that VTS VITALSALE may claim.

In case of judicial or bailiff collection, in addition to the principal amount, the Customer shall pay as a penalty clause the amount of 15% of the sums owed, without prejudice to the conventional interest, as well as all expenses and collection fees.

Additionally, VTS VITALSALE may request the Customer to provide payment guarantees, namely by bank guarantee, when applicable, VTS VITALSALE may withhold delivery of the Products and performance of Services until the guarantee is presented. The current credit granted is at the discretion of VTS VITALSALE, which reserves the right to modify it at any time depending on the Customer's financial information.

In case of disagreement on the amount invoiced, the Customer has a period of seven (7) days from the date of the invoice to notify VTS VITALSALE, litigation services, by registered letter with acknowledgement of receipt, of his disagreement, including all corresponding supporting documents. 

Otherwise, the invoice is deemed irrevocably accepted by the Customer. In case of dispute, the Customer undertakes to pay the uncontested amounts without delay. VTS VITALSALE shall inform the Customer of the action it intends to take on this contestation. Refusal of the contestation by VTS VITALSALE will imply immediate payment of the remaining amounts due.

ARTICLE 6 - DELIVERY - DEADLINES - FORCE MAJEURE

6.1 Delivery.

6.1.1 For deliveries in metropolitan France

Deliveries in metropolitan France (except Corsica) are made within 24/48 hours from our locations.

Deliveries under our free shipping conditions are simple: no appointment, delivery at the door and during the day. Deliveries that require particular delivery conditions may be subject to additional invoicing. Delivery of the Products is deemed to have taken place upon arrival of the Products at the address indicated on the order form and according to proof of delivery from our carriers.

6.1.2 For deliveries outside metropolitan France and Corsica

In the event that VTS VITALSALE performs or arranges for transportation, this shall be done in the name and on behalf of the Customer. In the latter case, the Customer must indicate the place of delivery. Failing this, delivery will be made by making the Products available at VTS VITALSALE's warehouses.

Deliveries will be "EX WORKS" or "DAP / DAT" (according to the edition of JRC Incoterms 2020) as provided for at the time of the creation of the Customer record created at the time of the first order and unless otherwise agreed in writing between the Parties.

For "EX WORKS" deliveries, delivery of the Products shall take place on the date and at the place of making the Products available in VTS VITALSALE's warehouses and, for CIP deliveries, on the date and at the place of delivery to the first carrier of the Products in VTS VITALSALE's warehouses. In both cases, the correspondent's details are communicated in advance by VTS VITALSALE.

6.1.3 VTS VITALSALE is authorized to make partial deliveries.

Any partial delivery accepted by the Customer is invoiced as of delivery.

6.2 Deadlines

6.2.1 The deadlines for delivery of the Products or performance of the Services are provided only as an indication and without prejudice to VTS VITALSALE's supply possibilities and VTS VITALSALE's plans. 

Consequently, if they are exceeded, this shall not give rise to cancellation of the order or payment of any damages.

6.2.2 In the case of firm deadlines duly accepted by VTS VITALSALE, these shall only start to run from the date of confirmation of the order by VTS VITALSALE and receipt of payment in the case of a request for payment on demand provided for in Article5.2, and in no case earlier.

6.2.3 When the Customer is required to submit the Letter of Credit or statements issued by domestic or foreign administrative authorities, the delivery periods will be extended accordingly.

6.2.4 On-time delivery may only take place if the Customer is current in its obligations to VTS VITALSALE.

6.3 Force Majeure

In addition to the events normally provided for by French case law in cases of force majeure, the Parties' obligations shall be automatically suspended in the event of events beyond the control of either Party, which could not reasonably have been foreseen when the Contract was concluded and whose effects cannot be avoided through appropriate measures, and which prevent the performance of its obligation to the affected Party. The Party affected by the event shall as soon as possible inform the other Party of its inability to perform its obligation and justify it.

If the impediment is temporary, performance of the obligation shall be suspended, unless the resulting delay does not justify termination of the Contract.

If the impediment is permanent, the Contract shall be terminated by right and the Parties shall be released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the [French] Civil Code.

The suspension of obligations may in no case be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages and interest or penalties for delay. However, when the cause of the suspension of mutual obligations disappears, the Parties shall use their best efforts to restore the normal performance of their contractual obligations as soon as possible.

ARTICLE 7 - TRANSFER OF RISK - RETENTION OF TITLE

7.1 The transfer of risks of the Products from VTS VITALSALE to the Customer for sales with free delivery takes place upon arrival of the Products at the place of delivery after being unloaded. 

For all other sales, the transfer of risk takes place when the order is made available in VTS VITALSALE's warehouses and, for CIP sales, upon delivery to the first carrier.

Consequently, the Customer undertakes to take all precautions for the safekeeping of the Products and to take out an insurance policy covering all damage and claims likely to be incurred to or by the Products until delivery or collection. From the transfer of risks, the risks of loss, theft, degradation or destruction shall be borne by the Customer.

7.2 Transfer of ownership of the Products delivered to the Customer shall take place only after full payment of the principal price, interest and accessories. 

Payment shall only be deemed effective upon receipt of the outstanding sums. Failure by the Customer to perform its payment obligations, regardless of the cause, shall entitle VTS VITALSALE to claim the Products and demand the immediate return of the Products supplied at the Customer's expense and at its own risk.

7.3 The Customer undertakes, in the event of a judicial liquidation affecting its company, to participate actively in the preparation of an inventory of the Products in its stocks of which VTS VITALSALE claims ownership. 

Failing this procedure, VTS VITALSALE has the option to have an inventory drawn up by a bailiff at the Customer's expense. 

The Customer is prohibited from reselling, transforming or incorporating the Products supplied as from the date of the judgment pronouncing the judicial liquidation or liquidation of assets of his company. VTS VITALSALE may prohibit the Customer from reselling, transforming or incorporating the Products in the event of late payment.

7.4 The Customer may assign to VTS VITALSALE, in the event of resale, the credits to its advantage resulting from the resale to a third party purchaser, but it remains obliged towards VTS VITALSALE, as a principal, to ensure full settlement of the invoices relating to the initial sale.

ARTICLE 8 - PROCEDURE FOR THE PURCHASE OF MATERIAL EXEMPT FROM VAT AND OTHER TAXES

8.1. For the purchase of Products on a VAT-exempt basis for a Customer whose registered office is located in metropolitan France and who wishes to export the Products, the Customer undertakes to formulate in advance a request for the opening of a Customer account in accordance with the conditions of ARTICLE 2 - of these, tax-exempt with VTS VITALSALE. After opening the Customer account, the latter undertakes to send before any delivery, the following documents by registered mail with acknowledgement of receipt only:

- A photocopy of the annual visa waiver for the current year, issued by the tax office of the

Customer that is the subject of a conformity check.

E - An annual declaration of purchase under non-quantified VAT exemption, with the original issued on the Customer's original issued on the Customer's letterhead.

In addition, the Customer undertakes to mention the VAT-exempt invoice when placing his order.

If one of these conditions is not met, the VAT exemption invoicing cannot be performed and a VAT invoice will be issued.

8.2 For the purchase of Products exempt from VAT made by a Customer whose registered office is located outside France but within the European Union, the Customer undertakes to make a prior request for the opening of a Customer account with VTS VITALSALE and to accept that the choice of carrier will be made by VTS VITALSALE.

8.3 Procedure for the purchase of Duty-Free Product subject to license: any purchase subject to an individual export license issued by the French and European administrative authorities requires a 60-day prior notice before the order is validated. 

The Customer undertakes to obtain from his end customer the "sales obtain end-user undertaking EUU form" duly completed and to send it to VTS VITALSALE.

8.4 If the latter is missing, the order is canceled. Furthermore, the Customer undertakes, at his own responsibility, to comply with the export and re-export regulations in the destination country and, in particular, not to resell the Products to customers or in countries subject to restrictions

ARTICLE 9 - CONTROL UPON ARRIVAL OF THE PRODUCTS - CONTROL OF PERFORMANCES

9.1 In the case of transport under the Customer's responsibility (see article "ARTICLE 7 - TRANSFER OF RISKS - RESERVATION OF PROPERTY"), all Product transport operations are at the Customer's expense and risk, it is up to the Customer to check the Products upon arrival and issue, if necessary, complete, motivated and as specific reservations as possible and to exercise recourse against the carrier.

9.2 In the case of transport under the responsibility of VTS VITALSALE, in the event of loss, replacement or malfunction connected with the transport, the Customer must mention them on the Delivery Note which he will also give to the representative of the carrier and confirm his reservations to the carrier within a legal deadline of three days, by registered letter with acknowledgment of receipt or by extrajudicial act, pursuant to Article L. 133 paragraph 3 of the [French] Commercial Code.

9.3 A copy of the letter sent to the carrier shall also be sent to VTS VITALSALE, as well as the reservations mentioned in the carrier's Consignment Note. In the absence of the issue of these reservations, under these conditions, the Products will be considered in good and faultless condition.

ARTICLE 10 - VTS VITALSALE'S RESPONSIBILITY

VTS VITALSALE undertakes to implement all means at its disposal to offer the Customer the best quality of service and safety in compliance with applicable professional standards. Other than in respect of all its obligations to the Customer, VTS VITALSALE is owed an obligation of means.

No liability of VTS VITALSALE can be invoked when the non-performance, poor performance, delay in performance or suspension of the contract results from a foreign cause, fortuitous event or force majeure, effected by a third party or by the Customer itself.

In situations where the contractual liability of VTS VITALSALE is to be recognized, the compensation that the Customer may seek shall be limited exclusively to legitimate, direct, certain and personal damages suffered by the Customer and falling within the contractual scope, excluding any damages that may qualify as indirect, such as loss of turnover, loss of customers, damage to the Customer's brand image, loss of production, loss of exploitation, loss of opportunity, loss of data, financial or commercial loss or others, etc.

In any event, the remedy that the Customer may claim will be limited to its quantum of the total sums paid by the Customer to VTS VITALSALE for the performance of the service that proved to be defective (for example, in the case of a single defective Product, the quantum of the remedy will be limited to the amounts paid for that Product).

ARTICLE 11 - OBLIGATIONS OF THE CUSTOMER

In addition to paying the price of the Product(s)/Service(s) and any other obligations imposed hereby, the Customer undertakes to apply all technical, human and material means necessary for the proper operation and execution of the contract.

In particular, it undertakes to provide VTS VITALSALE promptly with all information requested of it in connection with the execution of the contract and to cooperate actively in the execution of the contract.

The Customer undertakes to respect all legal and regulatory requirements in force, in particular those relating to information technology, files, freedoms and intellectual property, as well as the rights of third parties.

ARTICLE 12 - COMPLAINT / PRODUCT CONFORMITY

12.1 Complaints

12.1.1 Upon receipt of the Products, the Customer shall immediately check their conformity with the order. Thus, all claims concerning an inaccuracy concerning quantities or wrong references with respect to the order must be made to VTS VITALSALE within two days of receipt of the Products, without neglecting recourse against the Carrier in accordance with the conditions of Article 9 hereof. After this period, no such claim shall be possible.

If the complaint is well founded and has been submitted within the above mentioned period, VTS VITALSALE shall endeavour to settle the situation as soon as possible, together, where appropriate, with the manufacturers concerned.

12.1.2 In the event of non-conformity per se of the Products (i.e. defective Products), the guarantee of ARTICLE 13 - will be applied in accordance with the procedure provided in this same article and in articles

12.2 and ARTICLE 14 of these Terms and Conditions.

12.1.3 In the context of any complaint, the Customer shall grant the Manufacturers or VTS VITALSALE everything possible to proceed, if necessary, to verify the complaints and communicate all useful information/documents when requested.

12.1.4 Any refusal to take delivery of the Products by the Customer without reason shall result in the Customer paying VTS VITALSALE compensation of at least the administrative management costs of 40 Euros, notwithstanding any claim for damages and complementary interest.

12.2 Request for return due to non-compliance of the Products No return of Products under a Product warranty provided for in ARTICLE 13 - shall be accepted without the prior and express agreement of VTS VITALSALE. The request for return must be made on VTS VITALSALE's website.

Covered products can be sent without distinction with other products that are not covered by the guarantee.

The analysis of the warranty period is done automatically from the repair tracking codes. The Products will be returned at the Customer's risk.

ARTICLE 13 - WARRANTY

13.1 New Products Warranty

Unless particular conditions are expressly stated, the Products sold by VTS VITALSALE follow the unique warranties of the manufacturers from the date of delivery as defined herein. 

It is the Customer's responsibility to become aware of the applicable manufacturers' warranties prior to any purchase. The Customer shall be deemed to have become aware at the time of ordering.

VTS VITALSALE reminds you that it is up to the manufacturer to apply the warranties to the delivered product as well as to the missing elements. VTS VITALSALE can under no circumstances be bound by a warranty if the defect found is not covered by the manufacturer's warranty.

Some manufacturers apply invoices in the case of unjustified warranty returns (no defects, failure to use...). VTS VITALSALE will systematically notify the Customer in question of any such invoices.

13.2 Warranty on Reconditioned Products:

The warranty is variable according to the Product ranges and is specified, where applicable, on the delivery note. The warranty starts from the date of delivery, as defined herein. 

Reconditioned products are sold without a specific version or license. In the event of a specific requirement in this regard by the Customer, a configuration request shall be required by the Customer and a quotation for the requested configuration shall be provided. However, if the Customer's configuration is not compatible with the versions and licenses of the products supplied, VTS VITALSALE will only be responsible for taking back the materials.

13.3 Warranty Repair Services:

This warranty applies only to repairs performed by VTS VITALSALE, i.e. for the same symptom. An item faulty, for a different symptom, is not covered by the warranty of the previous repair, unless a cause and effect relationship is demonstrated.

Unless specifically agreed upon, the repair warranty is 3 months for interventions performed by VTS VITALSALE. Unlike the Product warranties described above, covered products may be shipped without distinction with other Products not covered by the warranty. 

No prior acceptance is required. The analysis of the warranty period is done automatically from the repair tracking codes. 

In the absence of a warranty, the repair is invoiced on the basis of the repair costs applicable at the time of return and the customer is deemed to have been aware of them before returning the Product in question. Shipping charges for the defective Product are the responsibility of the Customer.

13.4 Warranty Other VTS VITALSALE services (excluding repairs)

VTS VITALSALE's warranty is expressly limited to the proper performance by VTS VITALSALE of its Services in accordance with the rules of the art and the stipulations of the contract or order. 

In respect of the performance of the Services, VTS VITALSALE undertakes to perform them with all the diligence of a professional, VTS VITALSALE being only subject to an obligation of means. The guarantee may only be enforced by the Customer.

VTS VITALSALE undertakes to re-perform the performance recognized as defective, subject to a claim by the Customer within 15 hours after the delivery of the product affected by the performance.

13.5 All products/services:

13.5.1 Exclusions from the warranty

13.5.1.1 No warranty by the Manufacturer or VTS VITALSALE is, in any case, given to the Customer in the following Cases Not covered by the warranty Products that are damaged or have become defective after:

- a use not in accordance with the use for which it was created;

- virus infections or the use of the Product with software that was not supplied or installed correctly

- improper shipping or packaging when the Product is returned by the Customer;

- a modification of the Product;

- an improper installation of third-party products (e.g. memory card).

- unprotected or prolonged storage;

- negligence, wiring or handling error, storage and use of the Product not in accordance with the manufacturer's technical specifications/VTS VITALSALE or, more generally, faulty or careless use (e.g. misuse, fracture, excessive heat, corrosion, oxidation, handling with excessive force, etc.)

- addition of a complementary or accessory device to the Product, or use of any part necessary for the operation of the Product that does not conform to the technical specifications of the manufacturers/VTS VITALSALE;

- abnormal use of the Product, the Products being intended for normal commercial use only, shall not be subject to application in safety-critical systems, life support applications, nuclear and weapons production unless written approval is obtained from the manufacturer of the Products.

The warranty does not cover:

- damage caused by use with another product: use of accessories or devices whose type, condition and standards do not correspond to the manufacturer's recommendations;

- consumables, in particular batteries, as well as accessory cables;

- cosmetic defects, including scratches, signs of shocks, defects of the protective plastics of the connection ports, cracks or scratches on the LCD screen and covers;

- replacements of parts due to wear and tear from normal use;

- loss or damage to software, data, or removable storage media. Customer is responsible for saving all software, data or removable storage media. All Customer data will be systematically erased during tests and repairs,

- malfunctions associated with the operator (availability, coverage, services, network capacity),

- damage associated with a water-tightness failure.

The warranty does not apply

- if the product has been opened, modified or repaired by a third party;

- if the smartphone, if it has not been previously changed by the Customer and if the serial number or the IMEI number has been erased, removed, degraded, modified or made illegible in any way on the product

- if the Product's battery is short-circuited, if the seals of the battery compartment or the cells have been damaged or show signs of forced opening;

- if the Product's moisture detector shows red. The warranty does not cover failure or damage resulting directly or indirectly from the conditions of transport (e.g. inadequate packaging, breakdown during transport, etc.) of the Products from the Customer to VTS VITALSALE or the Manufacturers

13.5.1.2 If a case of exclusion of warranty, described above, and excluding the case provided for in the article occurs VTS VITALSALE may at its discretion: Propose, in the context of a return for repair, a quote for repair. For the presentation of an estimate an invoice is made for the diagnosis, deducted in case of acceptance of the estimate. 

In case of refusal by the customer, the material will be returned as is, at costs previously available to the Customer and after payment of the diagnostic fees.

The issue, in the case of prior exchange (sending of a new Product by VTS VITALSALE before return), an invoice corresponding to the repair costs. VTS VITALSALE reserves the right to invoice management fees of 40€ without charge in case of an unjustified return.

13.5.2 The expiry of the warranty period puts an end to all contractual obligations of VTS VITALSALE. 

In this regard, the guarantees specified in ARTICLE 13 - of the present are the only data provided to the Customer, to the exclusion of any other guarantee of a particular legal nature.

ARTICLE 14 - RETURN OF PRODUCTS

14.1 Acceptable returns

No returns will be accepted after the period of one (1) month from the date of VTS VITALSALE's express and prior agreement on the RMA slip.

Product returns accepted by VTS VITALSALE shall give rise, in accordance with the manufacturers' SPV arrangements or at VTS VITALSALE's option, to a repair, replacement or creation of a haver with a value equal to the value initially invoiced.

In the particular case of a request for acceptance, the original packaging of the material to be returned must not be open and

- without any markings or labels, particularly for shipping;

- carefully packed in another suitable secondary box.

Any Product returned that does not meet these requirements will automatically result in a refusal of acceptance on receipt.

In case of an advanced exchange (before returning the defective Product), the Customer must return the defective Product within the mentioned period. After this period, an invoice will be automatically created with the value of the exchanged Product.

The shipping costs of the defective Product are borne by the Customer, under his responsibility. Thus, the packaging must ensure the preservation of the material during transport. The expenses and risks of return are the responsibility of the Customer (VTS VITALSALE suggests that the Customer takes out insurance to cover the risks inherent in transport).

14.2 Refused Returns

When Products are returned without the express and prior agreement of VTS VITALSALE, they will be systematically refused and returned at the Customer's expense. In this case, the corresponding invoice will of course be paid on the due date. The risks for Products returned without the express and prior agreement of VTS VITALSALE shall be borne by the Customer. 

This 14.2 shall apply in cases of returns made after the deadline. Failure to pay within 30 days the amounts set out in Article 13.5.1.2 by the Customer in case of exclusion of warranty, storage costs will be invoiced where applicable. 

After notification by letter with acknowledgment of receipt, VTS VITALSALE will proceed to destroy the materials not removed within one month. The Customer may not claim any compensation of any kind from VTS VITALSALE

ARTICLE 15 - TERMINATION OF THE CONTRACT

In case of failure by the Customer to comply with any of its obligations, and after a period of 48 hours from the intimation addressed by registered letter with acknowledgment of receipt, without the same taking effect, the corresponding sale shall be terminated by operation of law and to the detriment of the Customer. 

In this case, the Products sold shall be returned to VTS VITALSALE at its discretion and without prejudice to any losses and damages it may claim. In any and all circumstances, the full amount of the current order or contract shall remain outstanding by the Customer.

ARTICLE 16 - INTELLECTUAL PROPERTY

16.1. The Products delivered by VTS VITALSALE are protected by intellectual property rights and

remain the exclusive property of their owner. Consequently, any act of copying shall be liable

constitute a counterfeit.

16.2. The Customer acknowledges that all data, images, photographs and texts including in particular the product sheets made available by VTS VITALSALE on its website remain the exclusive property of VTS VITALSALE and are exclusively reserved to the relations between the Customer and VTS VITALSALE. Accordingly, the Customer is prohibited without the prior written consent of VTS VITALSALE from:

- duplicating, copying, printing or publishing such data, images, photographs and texts and, more generally, using them for any commercial purpose;

- to extract such data, images, photographs and texts;

- use such data, images, photographs and texts as the basis for the preparation of catalogs or other marketing and commercial tools.

ARTICLE 17 - CONFIDENTIALITY

ARTICLE 18 - PROCESSING OF PERSONAL DATA

In the framework of the execution of the Contract, the Parties, as data controllers, are obliged to process, on their own behalf, the personal data of employees, managers, subcontractors, agents and/or service providers of the other Party (for example: name, surname, e-mail, telephone, etc.).

In this respect, each of the Parties undertakes, in this framework, to respect the confidentiality and security of such personal data, in accordance with the provisions laid down in law no. 78-17 of January 6, 1978 as well as the provisions of European Regulation no. 2016/679/EU of April 27, 2016. 

The employees, managers, subcontractors, agents and/or service providers of each Party whose data have been collected and processed by the other Party may, at any time, exercise their rights regarding their personal data (rights of access, rectification, deletion, opposition, limitation of processing, portability of personal data and not to be the subject of an automated individual decision) by sending their request to dpo@VTS VITALSALE.com The latter have the possibility of filing a complaint with the competent regulatory authority (www.cnil.fr). These personal data are kept for a period of three.