GENERAL TERMS AND CONDITIONS OF SALE 2026

These General Terms and Conditions of Sale (hereinafter the “GTC”) are applicable as of January 1, 2026. This version cancels and replaces any previous version previously provided or delivered.

 

ARTICLE 1 – PURPOSE

1.1 These GTC constitute the sole basis of commercial negotiation. They are systematically provided or delivered to each Client to enable them to place an order. They apply to all sales of products marketed and distributed by VPL FRANCE to each contracting party (in particular retail opticians, wholesalers, and purchasing groups) (hereinafter collectively referred to as the “Client”).

1.2 Any conditions contrary to these GTC submitted by the Client shall, unless expressly accepted, be unenforceable against VPL FRANCE, regardless of when they may have been brought to VPL FRANCE’s attention. The fact that VPL FRANCE does not avail itself at a given time of any provision of these GTC shall not be interpreted as a waiver of its right to rely on said provision at a later date.

 

ARTICLE 2 – TERRITORY

These GTC apply worldwide, with the exception of Maghreb countries.

 

ARTICLE 3 – ORDERS

3.1 To be valid, an order must specify the following information: quantity of products ordered, brand(s), reference(s), agreed price(s), place and date of delivery and/or collection. Orders may be placed by the Client via EDI (secure client area for downloading EDI catalogs accessible at: https://visionprolab.com), by telephone (+33 1 42 66 37 67), or by email (contact@visionprolab.com).

3.2 Orders become final upon receipt by VPL FRANCE. They are irrevocable for the Client and may neither be modified nor cancelled. Each order is personal and non-transferable.

3.3 Unless otherwise agreed, placing an order implies full and unconditional acceptance of these GTC, acknowledgment of having full knowledge thereof, and waiver of the Client’s own purchasing conditions.

3.4 VPL FRANCE undertakes to process orders according to their order of receipt and subject to product availability.

 

ARTICLE 4 – COMMERCIAL DOCUMENTS

4.1 Information contained in VPL FRANCE’s commercial documents is provided for informational purposes only. VPL FRANCE reserves the right to modify and/or supplement them at any time, particularly to reflect technical, economic, or regulatory developments.

4.2 VPL FRANCE reserves the right to make any modification and/or removal it deems useful or necessary to its products and/or services at any time.

 

ARTICLE 5 – FINANCIAL TERMS – PRICES

5.1 Prices are expressed in euros, excluding taxes and transport costs, based on the price list in effect on the order date. Prices are subject to VAT at the rate applicable on the order date.

5.2 Any tax, duty, or other charge payable under French regulations or those of an importing or transit country shall be borne by the Client.

5.3 In the event of a new VPL FRANCE product launch, the price list will be updated and sent to the Client without delay.

 

ARTICLE 6 – PAYMENT

 6.1 – Invoicing

For each sale, an electronic invoice is issued at the time of delivery. In the event of frequent deliveries to the same Client, a summary invoice may be issued within the calendar month of delivery. A secure PDF download link (RGS-certified) in accordance with Article 289-VII 2° of the French Tax Code is sent by email. Invoices are also available in the Client’s online account.

6.2 – Place of Payment

All invoices are payable at the registered office of VPL FRANCE:
VISIONPROLab – 5 Rue Tronchet, 75008 Paris, France.
VPL FRANCE reserves the right to assign collection rights to a third party (bank, factoring company, etc.).

6.2 – Place of Payment

All invoices are payable at the registered office of VPL FRANCE:
VISIONPROLab – 5 Rue Tronchet, 75008 Paris, France.
VPL FRANCE reserves the right to assign collection rights to a third party (bank, factoring company, etc.).

6.3.2 In the case of deferred payment, payment is deemed effective only upon actual settlement at the agreed due date.

6.3.3 VPL FRANCE reserves the right to request financial guarantees from the Client at any time.

6.3.4 No discount will be granted for early payment.

6.4 – Late / Non-Payment

6.4.1 In the event of late payment, VPL FRANCE may suspend all current orders until full payment is received.

6.4.2 Any unpaid amount will automatically give rise to late payment penalties at an annual rate of 12%, without prior notice, plus a fixed recovery fee of €40. Additional compensation may be claimed if recovery costs exceed this amount.

6.4.3 If payment is not made within eight (8) days following formal notice, the sale may be terminated automatically at VPL FRANCE’s initiative.

6.4.4 Failure to return a bill of exchange shall be deemed a refusal of acceptance equivalent to non-payment.

6.4.5 All outstanding sums shall become immediately payable.

6.4.6 Payments may not be suspended or offset without VPL FRANCE’s prior written consent.

 

ARTICLE 7 – SHIPPING COSTS

 7.1 – Metropolitan France

Shipping costs amount to €7.30 excl. VAT per order.

7.2 – Outside Metropolitan France / International

Packaging, insurance, duties, and shipping costs will be invoiced separately based on a rate communicated in advance.

 

ARTICLE 8 – DELIVERY

 8.1 – Delivery Terms

8.1.1. Delivery may be made directly to the Client, via notice of availability, or to a carrier.
Night delivery may be made if the Client has an approved night safe and the shipment weighs less than 2 kg.

8.1.2. If the Client is equipped with a night safe that complies with delivery standards, and where the order volume is less than 2 kg (two kilograms), parcels may be delivered at night.
In such a case, in the event of loss, damage, or late delivery, the Client must submit all reservations to the carrier.

 8.2 – Delivery Times

8.2.1. Deliveries are carried out subject to availability and in the order in which orders are received. VPL FRANCE is authorized to carry out deliveries in whole or in part.

8.2.2. Delivery times indicated in the sales catalog are provided for informational purposes only and are not guaranteed. Any delay in delivery shall under no circumstances give rise to damages, deductions, or cancellation of current orders.

8.2.3. However, if within one (1) month after the indicative delivery date the product has not been delivered for any reason other than force majeure, the sale may be terminated at the request of VPL FRANCE or the Client. The Client may obtain reimbursement of any advance payment made, to the exclusion of any other compensation or damages.
Events considered as force majeure relieving VPL FRANCE of its delivery obligation include, but are not limited to: war, riots, fire, strikes, accidents, and the inability of VPL FRANCE to obtain supplies.

8.2.4. In any event, delivery within the specified timeframes may only take place if the Client is fully up to date with all obligations toward VPL FRANCE, regardless of the cause.

8.2.5. In the event of a delivery delay, the Client must notify Customer Service by telephone, mail, or email within twenty-four (24) hours from the indicative delivery date. VPL FRANCE will process such requests within forty-eight (48) hours.

8.3 – Delivery Refusal / Delay Attributable to the Client

The Client undertakes to accept delivery within seven (7) days following receipt of the notice of availability. In the event of a delay or refusal of delivery attributable to the Client upon arrival of the products at the Client’s premises, VPL FRANCE may consider the sale unilaterally terminated at the Client’s sole fault. Storage and transport fees shall then be payable by the Client, set at a flat rate of fifteen euros (€15), without prejudice to any additional costs or damages that VPL FRANCE may claim upon justification.

8.4 – Risks – Transport

8.4.1. Regardless of the destination of the products and the terms of sale, delivery shall be deemed completed upon shipment of the products by VPL FRANCE, and all risks shall be transferred to the Client, notwithstanding the retention of title clause set forth in Article 13 below.

8.4.2. Accordingly, products travel at the Client’s sole risk, even when sold “carriage paid,” regardless of the agreed transport or payment terms. In the event of damage, loss, shortage, or late delivery, the Client must notify the carrier of all reservations by registered letter with acknowledgment of receipt within three (3) business days following receipt of the products and pursue all remedies against the responsible carrier.

 

ARTICLE 9 – CLAIMS

9.1. Without prejudice to actions against the carrier, any claim relating to the condition of the products upon receipt or to non-conformity must be submitted to VPL FRANCE by registered letter within seven (7) days of receipt. Any order entry error must be reported within forty-eight (48) hours. After these deadlines, products shall be deemed compliant and accepted, and the Client shall be barred from any claim.

9.2. The Client must submit detailed written reservations and provide supporting evidence.

9.3. Only the Returns Department is authorized to carry out inspections. The Client shall not intervene directly or through a third party.

9.4. Under no circumstances shall claims justify refusal of products, suspension of payments, or any set-off.

 

ARTICLE 10 – WARRANTY

10.1 – Scope

10.1.1. Products are subject to the legal warranty provided under Articles 1641 et seq. of the French Civil Code.

10.1.2.Replacement of defective or non-compliant products shall be the sole remedy, subject to compliance with the return procedure.

“10.1.3. In addition, certain products are subject to specific warranties as detailed below in Articles 11.2 and 11.3.”

10.2 – Exclusions / Limitations

10.2.1. As the Client is a professional, they are deemed to be aware of all technical information relating to the products, their design, and their intended use. The Client is also deemed to inspect the products upon receipt. Consequently, VPL FRANCE shall under no circumstances be held liable for apparent defects not reported by the Client, or for use of the products not in accordance with their intended purpose.

10.2.2. Defects and/or damage resulting from normal wear and tear, negligence, improper use, or from any modification of the product not authorized by VPL FRANCE—whether carried out by the Client or a third party—are also excluded.

10.2.3. VPL FRANCE shall not be held liable for events occurring during transport, including destruction, damage, loss, or theft, even where VPL FRANCE has entrusted the transport of the products to a carrier that proves to be the source of the damage.

10.2.4. In all cases, the liability of VPL FRANCE is strictly limited and may not exceed the amount paid by the Client for the products supplied by VPL FRANCE that are the subject of a claim and/or dispute.

 

ARTICLE 11 – RETURNS

No returns will be accepted except in the following limited cases:

11.1 – Non-Conformity or Order Entry Error

Returns shall be authorized in the event of non-conformity or order entry error attributable to VPL FRANCE, provided that the Client notifies VPL FRANCE by registered letter with acknowledgment of receipt within forty-eight (48) hours in the case of an order entry error and within seven (7) days in the case of non-conformity.

 Returned products must be sent to VPL FRANCE together with the delivery note and the return number issued by Customer Service (tel.: +33 1 42 66 37 67), within a maximum period of thirty (30) days following the return authorization date.

11.2 – Return of Optical Lenses by Type of Warranty

Only the lenses listed below, ordered from VPL FRANCE and accompanied by the original delivery note and return number, may be returned, provided that the return procedure set out in Article 11.3 below is complied with. The decision regarding acceptance and replacement lies exclusively with the Returns Department, where applicable after inspection. The lenses are subject to the following specific warranty conditions:

Return of Optical Lenses

The following lenses may be eligible for a 100% return credit, subject to application of Article 11.5 below and subject to placement of a second order:
• stock lenses, STOCK 24H, uncut, unscratched, and uncleaned;
• prescription lenses received that do not conform to the confirmation fax or email.
For these lenses, returns must be made within thirty (30) days from the delivery date.
STOCK 72h lenses are not eligible for return.
For workshop breakage lenses or prescription lenses received in conformity with the confirmation fax or email, physical return of the lenses is required.

Treatment Defect Warranty

A two (2) year warranty is granted for treatment defects from the date of delivery.

Lens Adaptation Warranty

Lens Adaptation Warranty
Only progressive lenses are covered by the adaptation warranty.
These lenses benefit from a two (2) month adaptation warranty from the delivery date, subject to presentation of the delivery note and return number.
The warranty provides for replacement of the lenses with:
• multifocal lenses of a different geometry from the VPL FRANCE range, or
• VL or VP single-vision lenses.
Replacement is limited to one change only, with the same index and the same treatment.

Frame Warranty

Frames benefit from the legal warranty of conformity and hidden defects for a period of two (2) years from the delivery date, limited to one (1) after-sales service claim per item (return of the defective frame is mandatory).

11.3 – Return Procedure

11.3.1. All product returns are subject to the prior approval of VPL FRANCE. For this purpose, the Client must contact VPL FRANCE Customer Service by telephone at +33 1 42 66 37 67.

The Client must indicate the assigned return number on the delivery note corresponding to the return(s). The return slip must clearly state the VPL FRANCE client number and must be included in the parcel.

11.3.2. Except for the products referred to in Article 11.2 above, the return of any other product must be carried out within a maximum period of thirty (30) days following the date on which the return number is issued.

11.3.3. Returns must be sent to the attention of the “RETURNS DEPARTMENT” at the following address:
VISIONPROLab – 5 Rue Tronchet, 75008 Paris, France.

11.3.4. Each return must be duly justified and accompanied by the corresponding delivery note and return number.

11.3.5. Only products referred to in Articles 11.1 and 11.2 above that meet the following conditions are eligible for return:
– listed in the VPL FRANCE catalog in force on the return date;
– distributed and shipped by VPL FRANCE;
– stock lenses must additionally be returned uncut, unscratched, and uncleaned, in accordance with Article 11.2 above.

11.3.6. Any return not complying with the above conditions will be returned to the Client.

11.3.7. All return costs and risks are borne exclusively by the Client.

11.4 – Consequences of Returns

11.4.1. Any return request, particularly in the event of a defect or non-conformity duly established by the Returns Department under the conditions set out in Article 9.3 above, may result in a replacement, to the exclusion of any compensation or damages.

11.4.2. Returned products will be taken back under the conditions stated on their original invoice. Replacement products will be subject to the pricing and discount conditions in force on the date of the exchange.

11.4.3. By way of exception to the irrevocable nature of orders as set out in Article 3.2 above, VPL FRANCE may accept an order cancellation, it being understood that acceptance criteria remain at the sole discretion of VPL FRANCE.
In the event of cancellation or order error, a processing fee of €5.99 excl. VAT per cancellation will be charged.
Where the value of the returned products exceeds €59.99 excl. VAT, processing fees shall amount to 10% of the corresponding credit note amount.

11.5. If the return rate exceeds 5% of the net turnover excl. VAT generated over the last three (3) months, VPL FRANCE reserves the right to suspend the contractual warranties referred to herein.

 

ARTICLE 12 – MEDICAL DEVICE REGULATORY COMPLIANCE

12.1. The sale of contact lenses and contactology products is subject to strict regulations applicable to medical devices, implemented in French law by Decree No. 95-292 of March 16, 1995, and governed by EU Regulation 2017/745 on medical devices. Corrective lenses and optical frames marketed by VPL FRANCE qualify as medical devices under this regulation.

12.2. Each party acknowledges being aware of the applicable legislation and undertakes to:

comply with materiovigilance obligations relating to the monitoring of incidents or risks associated with medical devices;

Ensure the traceability of medical devices by providing access to information relating to their design, manufacture, storage, distribution, placing on the market, use, and, where applicable, prescription (Article R. 5212-3 of the French Public Health Code).

ensure traceability of medical devices throughout their lifecycle;  promptly report any incident or risk of incident to the French National Agency for the Safety of Medicines and Health Products (ANSM);

inform the manufacturer of any consumer complaint relating to the medical devices concerned.

12.3. In the event of a product recall ordered by public authorities or by VPL FRANCE, the Client shall fully cooperate with VPL FRANCE in implementing the required measures.

 

ARTICLE 13 – RETENTION OF TITLE

13.1. All products are sold subject to a retention of title clause, whereby ownership is transferred only upon full payment. Risk transfers upon shipment. Until full payment, the Client is responsible for safekeeping, insurance, and compliance of the products and shall not pledge, mix, or allow third-party claims.

13.2. In the event of termination for non-payment, the Client must immediately return the unpaid products at its own expense.

 

ARTICLE 14 – FORCE MAJEURE

VPL FRANCE shall not be held liable for any failure or delay resulting from force majeure events as defined under Article 1218 of the French Civil Code, including fire, flooding, strikes, accidents, supply shortages, or administrative or judicial prohibitions.

 

ARTICLE 15 – INTELLECTUAL PROPERTY

15.1. All trademarks, intellectual creations, illustrations, visuals, texts, and patents used by VPL FRANCE remain its exclusive property.

15.2. Any unauthorized reproduction, modification, or use is strictly prohibited. The Client undertakes not to market counterfeit products and to inform VPL FRANCE of any such activity.

 

 ARTICLE 16 – PERSONAL DATA

In accordance with GDPR (EU Regulation 2016/679), personal data is processed by VPL FRANCE for contractual purposes. The Client has rights of access, rectification, erasure, objection, restriction, portability, and post-mortem directives.
Data is retained for a maximum of three (3) years after the last contact.
Requests may be sent to contact@visionprolab.com or by post to VISIONPROLab – 5 Rue Tronchet, 75008 Paris, France.
Complaints may be lodged with the CNIL.

 

ARTICLE 17 – APPLICABLE LAW – JURISDICTION

French law shall apply exclusively.
Any dispute shall fall under the exclusive jurisdiction of the Commercial Court of Paris.