GENERAL TERMS OF SALE Horizon Vertical

Last update: 10/20/2017


Contents
1       Article I : Purpose
2       Article II : General provisions
3       Article III : Creation of an account
3.1        General case
3.2        Special case for the VAUDE brand
4       Article IV : Orders
4.1        Methods of placing orders
4.1.1     Via the B2B website  (b2b.hove.fr)
4.1.2     Other methods of placing orders
4.1.3     Order changes
4.2        Availability of the Goods
5       Article V : Delivery
5.1        Carrier selection
5.2        Delivery times
5.3        Force majeure
5.4        Cancellation
6       Article VI : PRICES
6.1        Applicable shipping costs
6.2        Additional costs
7       Article VII : Payment
7.1        Invoicing
7.2        Payment methods
7.3        Terms of payment
7.4        Late payment
7.5        Unpaid invoices
8       Article VIII : Customer service procedure (SAV - Service Après Vente)
9       Article VIII : Retention of title
10         Article IX : Limitation of liability – force majeure
11         Article X : Protection of personal data
12         Article XI : Law enforceable
13         Article XII : Competent court


 

Article I : Purpose

The purpose of these General Terms of Sale is to determine the conditions under which the company Horizon Vertical SARL (also called «HOVE»), exclusive agent of the VAUDE brand in France and distributor of the brands UVEX, THULE, PFANNER, KONG, ICELANTIC, YATES GEAR, CMC RESCUE, EARLY RIDER, ONZA TIRES, CHARIOT, SPANNINGA, ACT SAFE, ESBIT, ARMORX, TENDON, SALTIC, ROCK EXOTICA, MARLOW, KOHLA, 8C PLUS, BUCKINGHAM, EDELRID SECURITE, ABOUTBLU and BENNETT in France,  sells and distributes Goods in the fields of outdoor sports, cycling, industry and safety (called hereinafter “the Goods”), to a company or  (called hereinafter “Buyer”), whose role it is to resell these Goods.

Article II : General provisions

The General Terms of Sale herein are available :

  • On the B2B website : b2b.hove.fr
  • By email, only on request

The General Terms of Sale will enter into force as soon as they are published and will be considered as fully accepted by the co-contracting parties.
When the GENERAL TERMS OF SALE are updated, they take effect immediately and apply to all orders subsequent to this update.
HOVE will endeavour to inform Buyers of updates by email to the addresses communicated to HOVE. Furthermore, the General Terms of Sale will be accessible on the B2B platform. In general, the Buyer agrees, before placing any order, to consult the HOVE website to take cognizance of the General Terms of Sale and any possible update. HOVE accepts no responsibility, among others, in the event of non-receipt because of an incorrect email address given or because of failure to read these General Terms of Sale by the Buyer. Such negligence shall not be imputable to HOVE.

Article III : Creation of an account

General case

Prior to placing any order with HOVE, the Buyer must create an account by filling in a form that HOVE shall hand deliver through its travelling sales representatives or by email. The form must be duly filled in and the information given must be accurate, failing which the account will be blocked or no delivery undertaken.
The Buyer is informed that the time required to process the account creation is not less than one week. Likewise for creation of a VAUDE account, on condition that the form has been correctly filled in.
In the event of failure to fill in the form or provide accurate information, the Buyer will not be able to place an order nor receive delivery from HOVE.
In order to comply with European legislation, the Buyer’s VAT intra-community number must correspond to his invoice address. If this is not the case, creation of the account will be impossible. HOVE requests the Buyer, if necessary, to make the necessary changes with the Tax Office.

Special case for the VAUDE brand

The Buyer is informed that purchase of the VAUDE brand Goods requires the Buyer to fill in a second form, specific to this brand, at the same time as the HOVE form. It must be filled in with the same accuracy as the form for creation of the HOVE account. Failing this, the Buyer will not be able to place an order for Goods of this brand, including on HOVE’S B2B platform.

Article IV : Orders

Methods of placing orders

The Buyer has different means available to place an order with HOVE.

Via the B2B website (b2b.hove.fr) 

The Buyer is encouraged to select this method of placing orders, easy to use and practical. The Buyer can obtain information on the approximate quantity of Goods available at HOVE and the estimated time for replenishment.
The Buyer connects to the b2b.hove.fr website by means of his username and password that he will have received by email upon creation of his account. The Buyer is informed about the characteristics of the Goods and their unit price and can then select their quantity. He will be able to change his order and modify the delivery address at anytime during the process (before validation).

Other methods of placing orders

The other methods for the Buyer to place orders are as follows :

  • By email
  • By telephone
  • By means of the travelling sales representatives

Order changes

Changes in orders requested by the Buyer will only be taken into consideration after acceptance by HOVE and after a new rectified order is placed.

After the order is made official, the price of the Goods ordered that HOVE will have itself ordered from its suppliers or sub-contractors for the Buyer’s requirements shall be fully due by the Buyer, even in the case of a dispute, cancellation or request for change in order.

Availability of the Goods

The availability of the Goods is stated on the B2B platform. A colour code indicates to the Buyer if the Goods are in stock (Green), if there are a few items remaining (Orange) or if HOVE is out of stock (Red). If the Goods are out of stock, the Buyer will obtain a replenishment date. This is provided for information and does not incur the liability of HOVE in any way.

Article V : Delivery

There are different methods of delivery. The Buyer may :

  • Collect the Goods from the HOVE premises at 211, rue de la Gare, 67190 HEILIGENBERG, Mondays to Fridays from de 9.00 A.M. to 4.00 P.M. , except holidays and annual or exceptional closing.
  • Receive the Goods at the address stated at the time of placing the order. HOVE will then select the carrier and have the Goods dispatched. In this case, HOVE only acts on behalf of the Buyer and will not accept any liability. All the Goods even if sent carriage paid by the seller are carried at the Buyer’s risks. The Buyer must take all the measures necessary to ensure optimal and safe delivery and unloading of the Goods ordered. Delivery will only be made once the order is validated by the Buyer and HOVE and full receipt of payment. This last point only applies for first time orders. (see Article III - Creation of Account). In the event of delay, loss or theft, the Buyer must take the initiative to request claims from the carrier within the required time-limit by registered letter with acknowledgement of receipt.

The content and condition of the parcels are deemed accepted by the Buyer upon signing of the delivery form. In the case of a doubt, complaints can be mentioned in a clear and precise manner on the delivery form, in the carrier’s presence before signing. Unloading and signing of the delivery form implies transfer to the Buyer of risks associated with the item ordered.
Once the shipment is in progress, and if possible, any change in delivery address by the Buyer will result in an additional cost for the Buyer.

Carrier selection

Selection of the carrier is at the discretion of HOVE. However, HOVE will make all necessary efforts to meet the needs and requests of the Buyers and will forward the Goods at the earliest. HOVE will select the best option possible in accordance with the criteria given.

Delivery times

The delivery time mentioned at the time of registering the order is only given for information purposes and not in any way guaranteed.
Consequently, any reasonable delay in delivery of the Goods will not entitle the Buyer to:

  • Award of damages.
  • Cancellation of the order.

Force majeure

HOVE is released from the obligation to deliver in the case of a force majeure or events such as strikes, disruption or delays in transport, lack of raw materials or any other cause that hinders the business of the company or its suppliers.

Cancellation

Pursuant to article L121-16-1 of the French Consumer Code, the professional customer has a right of withdrawal of 14 days from the date of receiving the Goods if the sale is made outside the business premises, if the sale agreement is not part of the Buyer’s main business and that the number of employees is equal or less than five employees.

Article VI : PRICES

The prices charged by HOVE are those set out on the B2B platform, given by the travelling or office sales representatives.
HOVE reserves the right to change the prices of Goods available for sale at any moment. In the event of such a change, the Buyer will see it appear on the B2B platform. The new price will apply to any order placed after this change.
All the prices indicated by HOVE, whether on the B2B interface or by the sales representatives are stated exclusive of VAT and shipping costs, subject to the provisions of article 6.1.

Applicable shipping costs

Carriage paid shipping is possible for orders above € 500.00 excluding VAT. However, if it appears that the order is less than € 500.00 excluding VAT, HOVE will invoice shipping costs of not less than € 15.00 excluding VAT.
Exceptions to free delivery at € 500.00 excluding VAT:

  • If an order called ‘sport’ is placed via the B2B interface and solely via the B2B interface, carriage paid delivery is possible for a minimum order value above the amount € 250.00 excluding VAT.  
  • If an order called ‘industry’ is placed for a delivery address outside mainland France, carriage paid delivery is possible for a minimum order value above the amount of € 1 000.00 excluding VAT.

 

 

An additional sum of € 10.00 excluding VAT will be charged when the order contains Goods that cannot be mechanised by the carrier selected.
If the Buyer opts for a drop shipping delivery (directly by the supplier) an additional sum of € 7.00 excluding VAT will be charged if his ‘sport’ order value qualifies for carriage paid delivery. In the case the minimum order value does not reach the required sum for carriage paid delivery, the additional cost will amount to  € 7.00 excluding VAT  + € 15.00 excluding VAT.

Additional costs

An additional fixed sum of € 15.00 corresponding to management fees shall be invoiced for all orders under € 100.00 Net excluding VAT.
Where the Buyer’s order is forwarded by pallet called “Europe”, the Buyer must return to the carrier the exact number of pallets received. If the number of Europe pallets returned is less than the number of Europe pallets received, they will be invoiced to the Buyer in the amount of € 15.00 each.

Article VII : Payment

Invoicing

HOVE will send electronic invoices to the Buyer, excluding all paper invoices. These invoices will be sent automatically by email to the Buyer as soon as they are edited.

Payment methods

The Buyer will pay for the order by any of the following means :

  • Cheque
  • Transfer
  • Direct debit

Terms of payment

For the first order placed by the Buyer from HOVE, payment by cheque or bank transfer before delivery is required (as per PRO FORMA invoice).
For any following orders, unless agreed to otherwise, the Buyer must pay the total sum within 30 days from the end of the month of the invoice date.
A discount of 1.5 % will be granted to the Buyer if the entire sum due is paid within 8 days from the invoice date.
As expressly agreed by HOVE, and unless deferment of payment requested in good time, non-payment of the Goods at due date will cause all sums to become immediately payable, whatsoever the method of settlement.
In any event and if considered appropriate, HOVE reserves the right to claim full payment of the price prior to delivery, especially if there have been late payments by the Buyer for previous orders.

Late payment

In the event that an invoice is not settled on the date fixed on the invoice, late payment interest will be charged calculated on the basis of the half yearly reference rate (refinancing rate or “Refi”) of the European Central Bank (ECB), in force on 1 January or on 1 July, in addition to interest at 10 % as from the first day of late payment (art. L441-6 of the French Commercial Code) in respect of sale to professionals.
This penalty is calculated on the pending amount inclusive of VAT and is effective from the due date of settlement without necessity of giving prior notice.
In addition to late payment indemnities, any sum including down payment, that is not paid on the due date will result in the payment of a fixed indemnity of 40 euros due by way of recovery costs.

Unpaid invoices

Any delay in payment on the due date will be increased by additional banks fees for unpaid debts and agios (2% per month). In the event of non-payment on the due date, HOVE reserves the right to suspend all deliveries or to consider the following order as creation of an account.

Article VIII : Customer service procedure (SAV - Service Après Vente)

HOVE provides Customer Service (SAV) for products it sells. For a SAV case to be filed with HOVE, the Buyer must comply with the points stated below.
A SAV case can be filed when the Goods do not correspond to the order, when the Goods are damaged, or when abnormal wear is reported etc.. However, this does not mean that this SAV case will be automatically accepted by HOVE.

  • The Buyer must create an « SAV case » on the B2B interface stated previously. He must follow the steps and fill in all of the compulsory fields. HOVE reserves the right to contact the Buyer if any additional information is required for correctly processing the file. If all the information required is completed, the SAV department of Horizon Vertical will reply to the Buyer within 48 hours by email informing him of the procedure to follow.
  • In no case should the Buyer send the Goods requiring Customer Service to HOVE without the written prior consent of HOVE failing which the Goods will be returned without having been attended to.
  • Any discussion between HOVE and the Buyer must be done through the SAV tab of the B2B interface. For each SAV case (one SAV case for each defective product), a discussion will be started and will only concern the said SAV case.
  • When the product is asked to be returned, the Buyer must attach to the parcel the SAV follow up sheet that he has printed. Furthermore, the returned product must be correctly packed. Any packing deemed not in conformity will result in it being sent back to the Buyer.
  • If a returned product in the context of an SAV case is no longer under guarantee or results from improper use, HOVE will prepare an estimate before undertaking any repairs. If within 15 days after having sent the estimate, the estimate remains unanswered by the Buyer, the product in question will be returned without being attended to and HOVE reserves the right to charge the carriage and management costs to the Buyer.
  • The Buyer will be informed about the status and advancement of his SAV case on the B2B interface, SAV tab.

 

Article VIII : Retention of title

 

GOODS ARE SOLD WITH RETENTION OF TITLE.
CONSEQUENTLY, TRANSFER OF TITLE OF GOODS TO THE BUYER IS SUSPENDED UNTIL FULL PAYMENT OF THE PRICE. IN THE CASE OF PAYMENT BY CHEQUE OR BY NEGOTIABLE INSTRUMENT, PAYMENT WILL ONLY BE DEEMED COMPLETED UPON ACTUAL RECEIPT OF THE AMOUNT.
The Buyer must ensure that until title is transferred to his benefit, the Goods are properly preserved and that the Goods mentioned on the invoice that have not been fully paid for, remain at all times specified, individually identifiable and recognisable. In any event, unpaid Goods are deemed to be those remaining in stock with the customer. 
ANY OPERATION THAT WOULD AFFECT THE POSSIBILITY FOR HOVE TO RECOVER THE GOODS IN THEIR CONDITION (transformation IN PARTICULAR) OR THAT WOULD CHANGE THEIR LEGAL SITUATION (sale or given as security in particular), SHALL NOT BE CARRIED OUT WITHOUT THE PRIOR AND WRITTEN CONSENT OF HOVE AND ONLY AFTER FULL PAYMENT OF THE PRICE.
The Buyer is obliged to oppose by any lawful means, any third-party claims over the Goods sold by way of seizure, confiscation or similar procedure. He must as soon he is aware of such a situation inform HOVE thereof to enable HOVE to protect its interests.
Recovery by HOVE of the Goods under retention of title, requires the Buyer to compensate the loss resulting from unavailability and/or depreciation of the product concerned. Consequently, the Buyer will have to pay a fixed indemnity of 2% of the price exclusive of VAT for each month that the returned item is held by HOVE.

Article IX : Limitation of liability – force majeure

The risk of incidental loss and deterioration of the Goods is transferred to the Buyer upon delivery of the Goods to the carrier and not later than the moment the Goods leave storage site of HOVE.
If this is the case at the time of receiving the Goods, HOVE reiterates that the Buyer must express his specific complaints on the delivery form and send to the carrier within 3 days a registered letter with acknowledgement of receipt stating the damage or missing items and leave the Goods untouched.
HOVE will not be held liable if non-performance or delay in carrying out its obligations described herein results from a case of force majeure. In this respect, force majeure refers to all unforeseeable and irresistible external events as per the meaning of article 1148 of the French Civil Code. By way of example, a strike, a natural disaster, closing of border or fire are cases of force majeure among others.  

Article X : Protection of personal data

Pursuant to the provisions of the law on information technology and freedom of 6 January 1978, the Buyer has at all times a right to access, oppose, change and delete the personal data concerning him that is held by HOVE, by writing a letter and proving his identity to the person in charge of the information technology and freedom, HORIZON VERTICAL 211 rue de la Gare 67190 HEILIGENBERG or contact@hove.fr 
HOVE agrees not to disclose to any third party the information provided by the Buyer.
The Buyer has the possibility to refuse promotional messages from HOVE’S commercial partners, at the time of registration, or order, or after registration, by following the link stated in the email received.
HOVE reserves the right to inform its Buyers by email of any changes in its own services or commercial offers.
The Buyer has the possibility to delete his registration from the customer file.
No personal information concerning the Buyer will be kept by HOVE except for information concerning accounting elements.
HOVE undertakes to use the information thus obtained only for lawful purposes in accordance with the legislation in force and to comply with the general terms stated herein.
HOVE reiterates that the information intended for the Buyer must not be disclosed to third parties.
The customer will be held liable for any unauthorised use of this confidential information he has obtained.

Article XI : Law enforceable

The parties agree that the interpretation and validity of the General Terms of Sale herein shall be governed by French law and likewise in the case of an international sale where the law enforceable will be French law, excluding the provisions of the VIENNA agreement on international sales.
In the event of any dispute regarding interpretation hereof, the French version shall prevail over any other version in a foreign language of the Terms herein. 

Article XII : Competent court

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, ONLY THE COURTS OF STRASBOURG WILL HAVE JURISDICTION TO SETTLE ALL DISPUTES ARISING FROM THE CONCLUSION OR PERFORMANCE OF AGREEMENTS SIGNED BETWEEN HOVE AND THE BUYER.