ARTICLE 1 – SCOPE OF APPLICATION
In accordance with Article L 441-6 of the French Commercial Code, these general terms and conditions of sale constitute the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which LABORATOIRE PHYTOBIOLAB (“The Supplier”) provides professional Purchasers (“The Purchasers or the Purchaser”) who so request, by direct contact or via paperthe following products: food supplements intended to preserve and improve the general condition under the brand name OEMINE and PHYBIO and cosmetics OEMINE, LINIBIO, MYCOBIO, LINIBIO, ECZEBIO (“The Products”).
They apply without restriction or reservation to all sales concluded by the Supplier with Purchasers of the same category, regardless of the clauses that may appear on the Purchaser’s documents, and in particular its general terms and conditions of purchase.
In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Purchaser who so requests, to enable him to place an order with the Supplier.
They are also communicated to any distributor (other than wholesalers) prior to the conclusion of a single agreement referred to in Article L 441-7 of the French Commercial Code, within the legal deadlines.
Any order of products implies, on the part of the Purchaser, the acceptance of these General Terms and Conditions of Sale.
The information contained in the Supplier’s catalogs, prospectuses and prices are given for information purposes only and may be revised at any time. The Supplier is entitled to make any changes that it deems necessary.
These General Terms and Conditions of Sale are communicated without delay to any Buyer who so requests.
In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Purchaser, by establishing Specific Terms and Conditions of Sale.
ARTICLE 2 – ORDERS – PRICES
2.1 – Sales are perfect only after express and written acceptance of the Buyer’s order, by the Supplier, who will ensure, among other things, the availability of the requested products.
Orders must be placed in writing, by means of an order form duly signed by the Purchaser, a fax sent by the Purchaser to the Supplier, or by means of the “Account Opening” form received by e-mail or download from the website http://www.phytobiolab.com/ “Professional space”.
The taking into account of the order and the acceptance of it are confirmed by sending an email. The data recorded in the Supplier’s computer system constitutes proof of all transactions concluded with the Purchaser.
The Products are supplied at the rates mentioned in the Supplier’s schedule and, where applicable, in the commercial proposal sent to the Purchaser. These rates are firm and cannot be revised during their validity period.
2.2 – Any modifications requested by the Purchaser may only be taken into account, within the limits of the Supplier’s possibilities and at its sole discretion, if they are notified in writing FIFTEEN (15) days at least before the date scheduled for the delivery of the Products ordered, after signature by the Purchaser of a specific order form and possible adjustment of the price.
2.3 – In the event of cancellation of the order by the Purchaser after its acceptance by the Supplier less than eight (8) days before the date scheduled for the supply of the ordered Products, for any reason other than absolute necessity, a sum corresponding to 10% of the total price excluding VAT of the Products shall be acquired by the Supplier and invoiced to the Customer, as damages, as compensation for the damage thus suffered.
2.4 – The products are supplied at the Supplier’s rates in force on the day the order is placed and, where applicable, in the specific commercial proposal addressed to the Purchaser. These rates are firm and non-revisable during their period of validity, as indicated by the Supplier.
These prices are net and exclusive of VAT, ex works and packaging not included. For an order less than SIX (6) Products, prices do not include transportation or even any insurance, and for any order outside EEC they do not include any customs fees and insurance that remains at the buyer’s expense.
Special pricing conditions may be applied depending on the specificities requested by the Purchaser concerning, in particular, delivery terms and deadlines, or payment terms and conditions. A specific commercial offer will then be sent to the Purchaser by the Supplier.
ARTICLE 3 – TERMS OF PAYMENT
3.1 – The price is payable in cash, in full upon receipt of the Supplier’s invoice by the Purchaser.
The payment of orders is made:
– or by letter of exchange ;
– or by bank check;
– or by bank transfer;
– or by direct debit using a bank account number and a direct debit authorization signed by the customer.
3.2 – In the event of late payment and payment of sums due by the Purchaser beyond the above-mentioned deadline, and after the date of payment appearing on the invoice sent to the Purchaser, late payment penalties equal to three times the legal interest rate shall automatically and automatically be acquired by the Supplier, without any formality or prior formal notice.
The legal interest rate used is that in force on the day of delivery of the goods.
This penalty is calculated on the amount including VAT of the amount still due, and runs from the due date of the price without any prior formal notice being necessary.
3.3 – In the event of non-compliance with the above payment terms, the Supplier also reserves the right to suspend or cancel the delivery of pending orders by the Purchaser.
3.4 – Finally, a fixed compensation for recovery costs, in the amount of 40 euros, will be due, ipso jure and without prior notification by the Purchaser in the event of late payment. The Supplier reserves the right to request additional compensation from the Purchaser if the actual recovery costs incurred exceed this amount, upon presentation of supporting documents.
3.5 – The Supplier reserves, until the full payment of the price by the Purchaser, a right of ownership of the products sold, allowing him to take possession of said products. Any advance payment made by the Purchaser shall remain the property of the Supplier as a lump sum compensation, without prejudice to any other action it may be entitled to bring against the Purchaser as a result.
On the other hand, the risk of loss and deterioration will be transferred to the Buyer as soon as the ordered products are delivered.
3.6 – No discount will be applied by the Supplier for payment before the date indicated on the invoice.
ARTICLE 4 – DISCOUNTS AND REBATES
The Purchaser may benefit from discounts and rebates at the Supplier’s rates, depending on the quantities acquired or delivered by the Supplier at a single time and in a single place, or on the regularity of its orders.
ARTICLE 5 – SHIPMENTS
5.1 – Products acquired by the Buyer will be delivered within a maximum of FIFTEEN (15) days from the receipt by the Supplier of the corresponding purchase order duly signed or other means of confirmation of the order by the Buyer as they are Article 2 of these Terms of Sale.
This period does not constitute a strict period of time and the Supplier shall not be held liable to the Purchaser in the event of a delay in delivery not exceeding FIFTEEN (15) days.
In the event of a delay of more than FIFTEEN (15) days, the Buyer may request the cancellation of the sale. Any advance payments already made will then be returned to it by the Supplier.
The Supplier may in no event be held liable in the event of a delay or suspension of delivery attributable to the Purchaser or in the event of absolute necessity.
In the event of total or partial unavailability of the Product after placing the order, the Purchaser shall be informed without delay by e-mail of the delivery of a partial order or the cancellation of his order by the Supplier.
5.2 – Delivery will be made, at the address indicated by the Buyer at the time of the placing of his order, by issuing products at the buyer’s risk and peril to a shipper or carrier at the Buyer’s premises.
In the event of specific requests from the Purchaser concerning the conditions of packaging or transport of the ordered products, duly accepted in writing by the Supplier, the related costs shall be subject to additional specific invoicing.
5.3 – The Buyer is required to check the apparent condition of the products during delivery.
In the event of missing or damaged goods during transport, the buyer must make all necessary reservations on the purchase order upon receipt of said goods. He will have to formulate clear, precise and complete reservations (example: 1 missing package and/or 1 opened package – missing items and/or 1 damaged cardboard box – it is specified here that the mention “subject to unpacking” will be refused for lack of precision).
The Purchaser shall have a period of THREE (3) days from the delivery and receipt of the ordered products to confirm, by registered letter with acknowledgement of receipt, such reservations with the Supplier.
In the absence of reservations expressly made by the Purchaser at the time of delivery, the Products delivered by the Supplier shall be deemed to conform in quantity and quality to the order.
No claim can be validly accepted in the event of non-compliance with these formalities by the Purchaser.
The Supplier shall replace as soon as possible and at its own expense, the delivered Products whose lack of conformity has been duly proven by the Purchaser.
It is hereby specified that no goods may be returned to the Supplier without its prior written acceptance, the returns being made at the expense of the purchaser.
ARTICLE 6 – TRANSFER OF OWNERSHIP – TRANSFER OF RISKS
6.1 – The transfer of ownership of the Products, to the benefit of the Buyer, will only be carried out after the buyer has paid the price in full, regardless of the date of delivery of those Products.
6.2 – The transfer to the Buyer of the risks of loss and deterioration of the products will be carried out as soon as the products are delivered and received, regardless of the transfer of ownership, regardless of the date of the order and payment of the order.
The Purchaser acknowledges that it is the carrier’s responsibility to make the delivery, the Supplier being deemed to have fulfilled its obligation to deliver as soon as it has handed over the ordered products to the carrier who has accepted them without reservation. The Purchaser therefore has no warranty claim against the Supplier in the event of failure to deliver the Products ordered or damage during transport or unloading.
ARTICLE 7 – SUPPLIER’S LIABILITY – WARRANTY
The products delivered by the Supplier benefit from a contractual guarantee lasting FIFTEEN (15) days, from the date of delivery, covering the non-compliance of the products on order and any hidden defects, awaiting a defect in the material, design or manufacturing affecting delivered products and making them unfit for use.
The warranty forms an inseparable whole with the Product sold by the Supplier. The Product may not be sold or resold altered, transformed or modified.
This warranty is limited to the replacement or refund of non-conforming or defective products.
Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Purchaser, as well as in the event of normal wear and tear of the Product or force majeure.
In order to assert its rights, the Purchaser shall, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of FIFTEEN (15) days from their discovery.
The Supplier shall replace the Products under warranty deemed defective. This warranty also covers labor costs.
The replacement of defective Products shall not extend the duration of the above warranty.
Finally, the warranty cannot be granted if the Products have been used abnormally, or have been used under conditions different from those for which they were manufactured, in particular in the event of non-compliance with the conditions prescribed in the instructions for use.
Nor does it apply in the event of damage or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in the event of transformation of the Product.
ARTICLE 8 – INTELLECTUAL PROPERTY
The Supplier retains all industrial and intellectual property rights relating to the Products, photos and technical documentation which may not be communicated or executed without its written authorization.
ARTICLE 9 – UNFORESEEN CIRCUMSTANCES
These General Terms and Conditions of Sale expressly exclude the legal regime of unforeseen circumstances provided for in Article 1195 of the Civil Code for all transactions involving the Sale of Products from the Supplier to the Purchaser. The Supplier and the Purchaser therefore each renounce to avail themselves of the provisions of Article 1195 of the Civil Code and the contingency regime provided for therein, undertaking to assume their obligations even if the contractual balance is upset by circumstances that were unforeseeable at the time of the conclusion of the sale, even if their execution would prove excessively costly and to bear all the economic and financial consequences thereof.
ARTICLE 10 – ENFORCEMENT IN KIND
By way of derogation from the provisions of Article 1221 of the Civil Code, the Parties agree that in the event of failure by either Party to fulfill its obligations, the Party which is the victim of the failure may not request its forced execution.
The Party which is the victim of the default may, in the event of non-performance of any of the obligations incumbent on the other Party, request the termination of the contract in accordance with the procedures defined in the article “Termination of the contract”.
ARTICLE 11 – FORCE MAJEURE
The Parties may not be held liable if the non-execution or delay in the execution of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code.
The party noting the event must immediately inform the other party of its inability to perform its service and justify this to the other party. The suspension of obligations may under no circumstances be a cause of liability for failure to perform the obligation in question, nor induce the payment of damages or penalties for late payment.
The performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed a duration of THIRTY (30) days. Consequently, as soon as the cause of the suspension of their mutual obligations has disappeared, the parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the prevented party shall notify the other party of the resumption of his obligation by registered letter with acknowledgement of receipt or any extra-judicial act.
If the impediment is definitive or exceeds a period of THIRTY (30) days, these terms and conditions shall be purely and simply resolved in accordance with the procedures defined in the article “Resolution for force majeure”.
During this suspension, the parties agree that the costs generated by the situation will be borne by the prevented party.
ARTICLE 12 – RESOLUTION FOR FORCE MAJEURE
The resolution as a matter of law for force majeure, notwithstanding the Resolution clause for breach of its obligations contained below, can take place only FIFTEEN (15) days after the sending of a notice notified by letter recommended with request for notice of receipt or any extra-judicial action.
This formal notice must mention the intention to apply this clause.
In any event, the aggrieved Party may seek legal action for damages.
ARTICLE 13 – RESOLUTION FOR BREACH BY A PARTY OF ITS OBLIGATIONS
In the event of non-compliance by either party with the following obligations:
- the payment for the Purchaser and more generally all the obligations imposed on him under these General Terms and Conditions of Sale,
- the delivery of the Product or Products ordered by the Purchaser for the Supplier and more generally all the obligations imposed on it under these General Terms and Conditions of Sale,
- the contract of sale may be terminated at the option of the aggrieved party.
It is expressly understood that this resolution for failure by a party to fulfill its obligations shall take place automatically FIFTEEN (15) days after receipt of a formal notice to comply, which has remained, in whole or in part, without effect. The formal notice may be served by registered letter with acknowledgement of receipt or by any extra-judicial act.
This notice should mention the intention to apply this clause.
In any event, the aggrieved Party may seek damages in court.
ARTICLE 14 – DISPUTES
All disputes to which this contract may give rise, concerning its validity, interpretation, execution, resolution, consequences and consequences shall be submitted to the competent courts under the conditions of ordinary law.
ARTICLE 15 – APPLICABLE LAW – LANGUAGE OF THE CONTRACT
By express agreement between the parties, these general terms and conditions of sale and the resulting purchase and sale transactions are governed by French law.
They are written in French. In the event that they are translated into one or more languages, the French text alone shall prevail in the event of a dispute.
ARTICLE 16 – MODIFICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE
The Seller reserves the right to modify these general terms and conditions of sale.
ARTICLE 17 – OTHER
In the event that any of the terms of the general terms and conditions of sale are considered illegal or unenforceable by a court decision, the other provisions shall remain in full force and effect.
ARTICLE 18 – ACCEPTANCE OF THE BUYER
These general terms and conditions of sale as well as the attached tariffs and scales concerning discounts and rebates are expressly approved and accepted by the Purchaser, who declares and acknowledges that he is fully aware of them, and therefore waives the right to rely on any contradictory document and, in particular, his own general terms and conditions of purchase.