GENERAL CONDITIONS
1. SCOPE:
The following General Sales Terms and Conditions apply to all business-to-business commercial transactions involving LEDOS PODOLOGIE (Vendor) products. These shall also be included in all relevant order confirmations, as well as expressly quoted in all trade invoices involving any LEDOS PODOLOGIE products.
2. ORDERS:
Any orders received shall be accepted in writing via email or telephone and shall only be binding once accepted by LEDOS PODOLOGIE who shall confirm the order via any of the above mentioned communication means. Customers (Buyer) must verify their order confirmation and notify us immediately in writing in case of any issues. Otherwise, the product description included within the order confirmation shall become part of this Agreement and therefore, binding for all Parties. All orders shall be subject to stock availability and acceptance by LEDOS PODOLOGIE , who reserve the right to reject these at any time and at their own discretion. Any estimates or quotations shall only be valid when made in writing and during the period specified therein. In the event that no period was specified, they shall be valid for 30 days.
3. PURPOSE:
LEDOS PODOLOGIE provides the following services: a. Manufacture and marketing of patient data gathering and insole manufacturing products and/ or b. Software development for CAD/CAM applications, machine vision, 3D scanning and CNC machines for insole manufacturing c. Support (technical support) as well as Software and Hardware maintenance services
4. PRODUCTS:
a. A description of all products by LEDOS PODOLOGIE is provided in the company's catalogue or website and shall be subject to modification from time to time and/ or due to any applicable specification.
b. LEDOS PODOLOGIE reserves the right to modify the Product Specifications as required by any applicable legal requirements or regulations.
c. LEDOS PODOLOGIE reserves the right to discontinue their supply, either in a temporary or permanent manner, in the event of exceptional circumstances that may prevent them from fulfilling all or part of their vendor obligations. In these cases, this Agreement shall be terminated without resulting in any compensations payable to Buyer for any damages caused by Vendor. Likewise, LEDOS PODOLOGIE reserves the right to cancel any orders at any time, due to any specific circumstances outside the control of LEDOS PODOLOGIE
5. PRICING:
a. All our retail prices are net. Product prices do not include packing, insurance or shipping costs and charges chargeable to Customer.
b. Where applicable, product prices does not include the corresponding Value Added Tax (VAT). Upon receiving a valid VAT invoice, Customer shall be required to pay additional costs to cover any VAT charges applicable to the supply of products.
c. More specifically, within the European Union: All transactions are exempt from VAT pursuant to article 25 of Value Added Tax Act 37/1992, passed on 28th December (“Exemptions to the delivery of goods to other member States”). Whereas outside of the European Union: All transactions are exempt from VAT pursuant to article 21 of Value Added Tax Act 37/1992, passed on 28th December (“Exemptions to the export of goods”). It must be noted that the initial training, support and other service quotations are based upon estimations of the amount of work required.
d. Prices for each product shall be as established on each quotation.
e. Product prices are displayed on the website of Vendor and include discounts and rebates that LEDOS PODOLOGIE would grant given its results.
f. No discount will be granted for early payment.
g. LEDOS PODOLOGIE reserves the right to interrupt the supply in the event of breach of any payment commitments assumed. Delivery locations shall be as stated in the order confirmation. LEDOS PODOLOGIE shall reserve all copyrights on the products supplied in the event that full payment had not been received for the corresponding order. Should customers decline delivery of any orders without our prior approval, any costs or damages arising from non-delivery, including storage, shall be charged to them until the cancellation has been authorized. Likewise, LEDOS PODOLOGIE shall not be held liable in the event of delays in the delivery of goods due to missing Bank authorization.
h. LEDOS PODOLOGIE shall also reserve the right to interrupt the supply of any services provided to Customer in the event of any breach of the payment commitments assumed. In the event of such non payment, LEDOS PODOLOGIE shall be entitled to demand compensation from Customer for damages pursuant to articles 45 to 52 of the Vienna Convention in force since 1980 on foreign trade. Furthermore, LEDOS PODOLOGIE shall also reserve the right to demand further amounts in compensation to cover the general damages caused and loss of profits arising as a consequence of the breach, in addition to further damages due to breach of any existing agreements.
6. DELIVERY:
a. Unless otherwise agreed, all products shall be dispatched from LEDOS PODOLOGIE warehouse and must be returned to the same address. Deliveries shall be made within the estimated period as indicated by LEDOS PODOLOGIE. Such estimated periods shall be provided for information purposes only and shall not be binding or subject to any guarantees. Goods shall be delivered to Customer in conformity with the terms and conditions for delivery (INCOTERMS 2020) established by the parties to this Agreement in the corresponding Commercial Proposal. LEDOS PODOLOGIE shall not be held responsible for any costs arising due to non compliance with delivery dates. Both the ownership and risks arising from the damage and/ or loss of products shipped shall be transferred to Buyer upon delivery of the goods to the Shipping company or the Buyer by LEDOS PODOLOGIE. All international trade transactions shall be subject to the corresponding risk insurance cover to be arranged by Buyer.
b. LEDOS PODOLOGIE shall not be held liable for the loss or damages caused to Customer due to unavoidable delays in the delivery of any products. Both the ownership and risks arising from the loss of products shall be transferred to the Customer upon delivery of the goods.
c. Sales are not inclusive, under any circumstances, of any unloading, lifting, unpacking and placement of material costs at their final destination. Any costs arising from the adaptation of any power supply and/ or data networks belonging to Customer shall be borne exclusively by the Buyer.
d. Any transactions involving the launch of any products or services shall be carried out either remotely or onsite as agreed in the Commercial Proposal or subsequent agreements reached. In the event of any delays or interruptions in the delivery and/ or launch for reasons not attributable to the Vendor, LEDOS PODOLOGIE reserves the right to update the amounts stated in the above mentioned Commercial Proposal.
7. PAYMENT TERMS:
a. Customers shall pay 50% of the total cost upon order confirmation, with the outstanding 50% becoming due upon delivery of the products, except where otherwise agreed in writing between the Parties. All payments shall be made to the bank account designated in writing by LEDOS PODOLOGIE. Time for payment is of the essence.
b. Should Customer fail to make any payments owed to LEDOS PODOLOGIE pursuant to this Agreement on or before its due date, they shall be required to pay interest on all due amounts as per the basic interest rated as published by the ECB from time to time plus 4%. These interest charges shall be accrued on a daily basis from the date of expiry until the actual receipt of overdue amounts, whether before or after the ruling. Customer must pay all interest charges in addition to the overdue amount.
c. In addition to these interest charges, any sum, including the deposit, not paid on its due date will automatically give rise to the payment of a fixed penalty of 40 euros due for collection costs.
d. Customer shall pay all costs charged pursuant to this Agreement in full, without any rights to compensation, counterclaim, deduction or retention (except in the event of deductions or retentions required by law).
8. OWNERSHIP AND RISK:
a. Any risks involving the products shall be transferred to Customer upon delivery. Product ownership shall not be transferred to Customer until the corresponding full payment (in cleared funds) has been received by LEDOS PODOLOGIE
b. Until ownership of the products has been transferred by LEDOS PODOLOGIE to Customer, the latter shall:
i. Store those Products separately from other products in their possession so that these can be easily identified
ii. Avoid removing, defacing or hiding any identification or packing marks involving the Products, and
iii. Maintain all products in good conditions and insure them against all risks based on their full price from the date of delivery.
9. GUARANTEE:
a. In the event of any actions arising from the Product Guarantee, and pursuant to the French law N°2020-1508 passed on December 3, 2020 approving the consolidated text of the Protection of Consumers and Users Act and other supplementary legislation, LEDOS PODOLOGIE shall guarantee all its products against manufacturing defects for a maximum period of twenty four months from the date of purchase, as stated in the corresponding invoice.
b. The above guarantee terms and conditions are valid for all products supplied within the French territory and abroad.
c. Our guarantee includes only faulty products with duly proven manufacturing defects. Any transportation costs and risks arising from the shipping of replacement goods proven by LEDOS PODOLOGIE to be faulty shall be borne by Customer.
d. End users shall only be entitled to claim on the above guarantee rights in relation to any products purchased by and invoiced to them directly by LEDOS PODOLOGIE In the event of products purchased via an external installer or distributor, end users shall send any guarantee claims directly to the vendor in order to request their product guarantee terms and conditions.
e. This guarantee only covers malfunction resulting from verified manufacturing defects. However, it shall not be valid in the event of misuse, inadequate or incorrect operation and/ or maintenance, or in the event of improper use of the device, or due to a lack of skill or neglect by Buyer, as well as in the case of incidents caused by force majeure. In summary, for any reasons outside the manufacturer's liability.
f. Likewise, the following exclusions shall apply: When Customer continues to use the Product after notifying any faulty and/ or damaged item, Faults arising from Customer's failure to comply with verbal or written instructions provided by Supplier in regards to the storage, launch, installation, use and maintenance of Products or (where applicable) good commercial practices in regards to the Products Faults arising from the use of unsuitable LEDOS Podologie plate or insoles (folded, out of shape, or with unsuitable physical features that do not agree with those supplied by LEDOS PODOLOGIE) and any other deviation that may be detected by Supplier when compared with the plate or insoles supplied by LEDOS PODOLOGIE. Products handled improperly (from a mechanical or electrical point of view). Defects arising from drawings, designs or specifications provided by Customer to Supplier If Customer has altered or repaired the Products without obtaining prior consent in writing from Supplier Defects caused due to normal wear and tear, intentional damage, negligence or improper operating or storage conditions, Products with different Specifications resulting from modifications introduced to ensure compliance with any applicable legal requirements or regulations.
g. Any labor costs incurred by LEDOS PODOLOGIE staff during repairs shall be excluded from this guarantee. Product verification and repairs shall be undertaken only by our staff at our own premises.
h. All damages caused to the unit during transportation, in addition to those resulting from subsequent improper storage and protection, shall also be excluded from this guarantee. We recommend that you inspect the product received upon delivery. In case of any incidents, please state so in the delivery note and notify us in writing within 24 hours of delivery to ensure that we can make the relevant claim from the shipping company.
i. Likewise, this guarantee shall become immediately void in the event that the Product was handled, modified or repaired by any individuals without authorization from LEDOS PODOLOGIE
j. Staff costs may still be charged in the event that the equipment needed to be launched or the safety switch reset if no fault is detected in the product.
k. Should LEDOS PODOLOGIE consider that the Product cannot be repaired, the guarantee holder shall be entitled to receive a replacement with similar features than the product purchased and within the legally established terms and conditions. In that event, the new product guarantee shall only be valid until the expiry date shown in the original product's guarantee certificate.
l. In case a replacement was offered, LEDOS PODOLOGIE shall not be liable to pay any costs or charges arising from the new product's installation.
m. Any products returned without a justified cause under this guarantee's terms and conditions shall only be accepted when previously authorized in writing by LEDOS PODOLOGIE and only if made within 15 days from the product delivery date by LEDOS PODOLOGIE. Any materials must be returned enclosing the original or copy of the delivery note and invoice, and shall be subject to a 15% charge in concept of handling costs. All return transportation costs shall be borne by the above mentioned customer, and they shall only be accepted if the product are in their original packaging and in perfect state of repair.
n. LEDOS PODOLOGIE shall not accept any liability in the event of any direct or indirect damages caused to any individuals or objects or arising from an inability to correctly use the product, or any other losses resulting from the product's performance.
o. This document contains the only valid guarantee acknowledged by LEDOS PODOLOGIE None of the terms and conditions granted in this guarantee may be extended or modified in any manner without express consent from LEDOS PODOLOGIE.
10. RETURNS:
Products may only be returned by prior approval from LEDOS PODOLOGIE. When returning a product, customer must provide proof of delivery. However, a copy of the invoice containing the invoice number and purchase date shall also be sufficient. Prior to issuing a credit note to the buyer for any returned products, these shall be delivered in saleable conditions (not used and without damages or soiled). Likewise, the Buyer shall be entitled to a minimum period consisting of seven working days from the date of delivery to cancel the Agreement. In the event that the vendor had failed to provide buyer in writing with the compulsory information required prior to entering into the Agreement, the latter shall be entitled to cancel it within a three month period. Within the UE, Buyer shall be entitled to return any products purchased online or via any other remote sales channels (telephone, catalogue, or door to door salesperson) within 14 days for a full refund. However, the above “cooling off periods” shall not apply, except where otherwise agreed between Buyer and LEDOS PODOLOGIE in the event of products manufactured according to Customer's own specifications (customized) or personalized.
11. USE OF TRADE MARKS, IMAGES, LOGOS AND DISTINCTIVE SIGNAGE:
Any use of material protected by intellectual property rights held by LEDOS PODOLOGIE by Customer (“Authorized person” for use), i.e., trademarks, logos, product names, domain names and other signage used in advertising, social media, websites, and the Internet in general, must comply with the relevant legal regulations in relation to its use. Under no circumstances shall the Authorized Person be entitled to modify the aspect, structure or content of the elements subject to authorization, or to add any further elements, in line with the guidelines provided by LEDOS PODOLOGIE management. Any breaches may result in the application of fines. Authorized Person may only use the authorized elements while preventing to damage the reputation or image of LEDOS PODOLOGIE, who reserve the right to remove any authorizations to use the material owned by LEDOS PODOLOGIE at any time in view of any existing risks. All trademarks, images, logos and signs, in addition to any distinctive signage used to identify the Products manufactured or distributed by LEDOS PODOLOGIE shall be duly registered in conformity with all legal stipulations concerning intellectual property and current legislation and regulations in force. LEDOS PODOLOGIE hereby authorizes the use of its trademarks, images, logos and distinctive signage in relation to the Products manufactured or distributed by the Authorized Person for the duration of this Agreement, and for the sole purposes of identifying and promoting the products exclusively within the scope of this Agreement and for the benefit of the Grantor. Authorized Person hereby undertakes to ensure the protection of the trademarks, logos signs and distinctive signage, and to take any required measures to effectively protect them. Authorized Person acknowledges that use of the trade mark, signs and photographic and/or audiovisual material is granted pursuant to these General Sale Terms and Conditions without implying any ownership rights. Authorized Person undertakes to use the trade mark, logos, signs, photographic and/or audiovisual materials belonging to LEDOS PODOLOGIE for peaceful purposes and may use all trademarks in any advertising or other types of action carried out by the Grantor for the purpose of promoting and selling its Products. Authorized Person shall avoid registering or applying to register any trademarks, logos and signs belonging to LEDOS PODOLOGIE (or similar material that may be confused with those owned by LEDOS PODOLOGIE). Authorized Person shall notify LEDOS PODOLOGIE regarding any infringement of the trademarks, logos, signs and signs, photographic and/or audiovisual materials registered by LEDOS PODOLOGIE that they may become aware of, in addition to any industrial property rights (patents) owned by LEDOS PODOLOGIE. Authorized Person shall be entitled to freely promote the Products on the Internet, in catalogues and other commercial promotional means provided that they have obtained agreement in writing regarding the details prior to the use of any trademarks, logos, signs, photographic and/or audiovisual materials registered by LEDOS PODOLOGIE Authorized Person undertakes to:
1) Avoid requesting key words in any search engines involving the trademarks and signs belonging to LEDOS PODOLOGIE
2) Avoid creating websites or domains featuring trademarks and signs owned by LEDOS PODOLOGIE
3) Avoid modifying any images or documents created by LEDOS PODOLOGIE for subsequent publication in their own catalogues or the Internet and,
4) It may be possible to request authorization from LEDOS PODOLOGIE for the creation of social media profiles provided that LEDOS PODOLOGIE was granted administrator rights. Likewise, Authorized Person shall undertake to provide all access details to such social media accounts within 7 working days when requested by LEDOS PODOLOGIE Furthermore, LEDOS PODOLOGIE reserves the right to request Authorized Person to delete any social media profiles at any time. Authorized Person undertakes to remove any printed, digital or Internet hosted advertising containing any trademarks, logos, images, details or signs belonging to LEDOS PODOLOGIE as requested by LEDOS PODOLOGIE within 30 days.
12. PERSONAL DATA PROTECTION:
LEDOS PODOLOGIE hereby informs all users that, pursuant to EU Regulation 2016/679 of the European Parliament and of the Council passed on 27th April 2016 on the protection of individuals in regards to the processing of their personal data and on the free movement of these, repealing Directive 95/46/EC (General Data Protection Regulation), in addition to the Information Society Services and Electronic Commerce Act 34/2002, passed on 11th July, (LSSI-CE according to its Spanish acronym), as well as Act 3/2018 passed on 5th December on the Protection of Personal Data and Guarantee of Digital Rights (LODGED as per its Spanish acronym), their personal details shall be included in a file belonging to LEDOS PODOLOGIE created for the purposes of managing their suppliers and clients, providing any services requested, commercial monitoring of customers and other commercial marketing actions. LEDOS PODOLOGIE shall not share any User details with any third parties except by legal requirement or demand, or as required in view of their legal relationship. Likewise, LEDOS PODOLOGIE hereby informs that they do not intend to transfer any data to any third party country or international organization. In either case, Users shall remain entitled to access their personal details, as well as to request their rectification or removal, restrict their processing and request their portability, in conformity with the legal provisions, i.e., by contacting LEDOS PODOLOGIE, at the email address info@ledospodologie.com, enclosing a copy of their NATIONAL / FOREIGN ID CARD/ PASSPORT. All personal details shall be retained while this collaboration remains in place, except if users exercise their rights of control and, subsequently, for the time required to comply with any legal obligations arising from the preexisting legal relationship.
13. CONFIDENTIALITY:
Both parties agree that any information shared, provided for or created by LEDOS PODOLOGIE shall be maintained strictly confidential. Authorized parties may only disclose confidential information to those who may require it and who are previously authorized by the owner of such confidential data. The following shall also be considered confidential: a) any information that, either as a whole or due to the precise configuration or structure of its components, may not be generally known by experts in their corresponding fields, b) Any information that is not easily accessible and c) Any information that is not subject to reasonable protection measures, according to the circumstances of each case, in order to remain confidential. All information sent to authorized parties shall remain the exclusive property of the originator. Therefore, no party shall use the information disclosed by the other party for their own use without prior consent.
14. DISPUTE RESOLUTION AND APPLICABLE LEGISLATION:
In the event of any discrepancies regarding the validity, execution or interpretation of this Agreement, both parties undertake to resolve these in an amicable manner. Notwithstanding the foregoing, should the parties fail to reach a settlement through negotiation, both parties hereby expressly agree to submit any lawsuits, discrepancies, issues or complaints arising from the execution or interpretation of this Agreement or in relation thereto, either directly or indirectly, to be definitively resolved through arbitration under the Arbitration Court of Toulouse (France), located at Toulouse's Official Chamber of Commerce and Industry (France), who shall be entrusted to deal with the relevant arbitration and designation of arbitrators, pursuant to their Regulations and By laws, which shall be resolved in application of French legislation.
15. LANGUAGE:
The full text included in these General Sale and Guarantee Terms and Conditions provided by LEDOS PODOLOGIE has been established in French and English language, establishing the French version as the official and prevalent version for interpretation.
Version: August 2023