Scope
Any order implies the general acceptance, without reserve, of these general terms and conditions of sales, which prevail on all other provisions which could be in a purchaser’s document, in particular on order forms or general terms of purchase. Possible granted particular conditions apply only to the involved order. Our company is entitled to amend the general terms and conditions of sale at any time. Such amendment shall come into effect as soon as the customer will be made aware of it. Only the French text of these general terms and conditions of sale is authentic.
Orders
Orders sent to our company are irrevocable for the customer, except written acceptance from us. In contrast, sales become irrevocable only after acceptance from our company. Any change of order could lead to a price increase and an extension of the delivery period.
Delivery
The delivery time is set on a purely informative and indicative basis. Delays of delivery cannot cause penalty or compensation or involve our liability, directly or indirectly. However, in the event of a delay of more than 30 days, the customer may ask the cancellation of the order concerned, unless the delay is attributable to the customer or a force majeure event.
Force majeure
The following events are, in particular, considered to be force majeure events: strikes by all or part of the personnel of our company or by its regular carriers, fire, flooding, war, production shutdowns due to fortuitous failures, impossibility or difficulty to be supplied with raw materials, epidemics/pandemics and their consequences, road blocks (thaw, strike…), removal of transport facilities, supply disruptions or difficulties or strikes of our suppliers, other supply disruptions or difficulties imputable to our suppliers, changes in standards or regulation.
Price
Our goods are invoiced at the sale price of the price list in force when the product is ordered. However, the carry forward of delivery at the request of the customer could lead to a price adjustment according to the evolution of the price list. Prices do not include tax and miscellaneous expenditure (VAT, fiscal/parafiscal taxes,excise duty, customs duties …), which shall be paid by the customer. Any change of rate (ex. : VAT, eco-contribution), any new tax, duty or cost, etc. regarding notably the products or the raw materials used in manufacturing them will be invoiced. Where the customer could benefit from an exemption, a low or zero percentage tax rate or a suspension scheme as provided for under applicable
legislation, it shall inform us in writing in good time prior to the delivery and provide us with all supporting documents required. If we are obliged to pay any additional tax or duty because the customer made a mistake or committed fraud, the latter shall compensate us without delay for this tax or duty and potential interests, penalties and other costs. Any change in the price list shall be automatically applicable to the date indicated on the new price list.
Transportation and recept of goods
Goods travel at the purchaser’s own risk. Complaints regarding goods including among other things complaints relating to the quantity and/or the quality of the delivered goods, must be immediately notified by the customer in writing to us (registered letter), but at the latest within 8 days after the delivery, in default of which all claims in respect hereof shall lapse. Delivery is deemed to have been made when goods are handed over to the carrier. In any case, our liability shall be strictly limited to the replacement of the goods identified as defective or missing. Any compensation or other expenses are excluded.
Payment
Our invoices are payable in euros at our head office. As a matter of principle, the transmission of invoices takes place electronically. If the customer wishes to receive a paper invoice, it shall specifically request it to our company before the delivery of the ordered goods. Except express dispensation, sales are paid before delivery in cash and without discount. Any settlement facilities which could have been exceptionally granted shall be removed in the event of payment incident or late payment and the entire debt shall become due and payable without notice. Any late payment will bear interest at the interest rate of the European Central Bank plus 10 percentage points. Penalties shall apply automatically without notice.
Furthermore, the customer shall also pay a lump-sum of 40 € per unpaid invoice for recovery costs.
Moreover, considering administrative costs linked to the late payment, the customer shall pay a fixed compensation of 10 % of the unpaid invoice, with a minimum of 75 €, for covering these costs. In the event of a new order following an unpaid previous order, our company shall have the right to refuse to fulfill this order and to deliver the goods. The customer shall not be entitled to ask compensation for any reason.
The limitation period is 10 years.
Retention of title
The transfer of title shall only happen after the full payment of the price by the customer (including all related costs and expenses), even if payment terms have been granted. Any clause to the contrary (for example in general terms of purchase) shall be deemed not to have been written. The customer shall abstain from pledging the goods or transferring their ownership as guarantee. The right to resell the goods is withdrawn in the event of payment incident. It is expressly agreed that for any of its receivables our company is entitled to enforce the right held under this clause against all of its goods in the customer’s possession, which are contractually deemed to be unpaid. Our company can take or claim them back as compensation of unpaid invoices, without prejudice to its right to rescind the sales in progress. All payment on account having already been made shall be definitely acquired by our company as compensation.
However, the risks will be borne by the customer upon delivery. It shall preserve the goods at its own expenses and shall be responsible for any damage caused by them since the delivery. It shall insure the goods (for our benefit) against the risk of loss, theft and damage. If full payment of the price is not made, the goods may be repossessed by us and the customer shall return them, on our demand, at his own expenses and risk.
Liability
The customer is under the obligation to check the delivered goods upon delivery. If it considers that a delivered product is non-compliant, the customer shall prove it. In addition, our company reserves the right to proceed directly or indirectly to any observation or verification on site. In the event of proven noncompliance, our company shall have only to replace the non-compliant product, without expenses. Our company shall not be liable for damages, whatever the reason, for direct or indirect damages to property, for non-material direct or indirect damages including but not limiting losses of profit, loss of income, loss of market, loss of use… suffered by the customer or third parties. In no case, our company can be liable notably for inadequate storage of the product, inadequate use of the product, non-compliance with recommendations, stipulations written on the safety data sheets available from our company, modification or transformation of the product, mechanical defect… Concerning the guarantee of latent defects, any claim regarding a defect which existed on delivery time but which was discovered after this time, shall have to be made by the customer by written notice no later than 5 days after discovery. After this period of time, the customer shall not be entitled to make a claim on the basis of the defect. In the event of a proven latent defect, our company shall have only to replace the defect product, without expenses, and shall not be liable for any damage as mentioned above. As regards liability for defective products, any liability of our company for damages which may be caused to the property or goods of a professional is excluded. In general, any action against our company is limited to a period of 1 year from the delivery date.
Intellectual and industrial property
Our company is the exclusive owner of the intellectual and industrial rights on the goods sold (trademarks (in particular UNIL, OPAL, UNIL OPAL), trade names, design, packaging, formulae…) the related technical, commercial, marketing… documents, the content of its website… The customer undertakes not to infringe its rights in any way and notably not to register any trademark, design, domain name, corporarte name… which is similar visually or by the sound to its rights or which could create confusion with its rights.These provisions shall remain in effect even after the termination of the contractual relations between our company and the customer.
Competence
Any dispute about these general terms and conditions of sale shall be brought before the Commercial Court of the place our company has its registered office. Any jurisdiction clause included in purchaser’s documents shall be deemed to be unwritten. In the event of action for debt-recovery initiated by our company, any internal or external expenses, particularly fees for order to pay, legal costs and fees, recovery costs, fringe expenses, shall be borne by the faulty customer. The customer shall reimburse all the costs borne by our company and which exceed the lump-sum of 40 € (Payment clause), upon presentation of supporting documents.
Applicable law
It is expressly agreed that these general terms and conditions of sale and the sales between our company and the customer are governed by the laws of France to the exclusion of any other regulation.
Personal data
See the section dedicated to our Privacy policy.
Unique identifiers (EPR)
The unique identifiers of UNIL OPAL are as follows :
CITEO: FR210033_01LDAY
CYCLEVIA: FR210033_23UDRK
ECO DDS: FR210033_07ZEZU
CGV UO 2025