CGS/CTCP

Elixens France general terms of sale

Our sales are governed by these general terms of sale. No special term shall prevail over these general terms of sale, referred to as « CGV » unless otherwise formally agreed in writing by our company. Therefore no term to the contrary claimed by the buyer shall be binding upon our company, unless otherwise agreed, whatever the time our company was made aware thereof. No failure by our company to avail itself at any time of any of these CGV clauses shall be construed as constituting a waiver of any right to avail itself later of any of the said clauses. These general conditions govern the sale of our aromatic raw materials and derived products, as well as manufacturing, agricultural support, quality control, technical development and communication services (non-exhaustive list).

Article 1 - Orders

Orders placed with our Company, directly or through one of our representatives or employees, are final, subject to our Company’s written confirmation of the order including its terms. The mere acknowledgment, fax or e-mail receipt, of an order shall not be regarded as a firm and final acceptance of an order; in the same way, the lack of response to an order submission shall not be regarded as our Company’s implicit acceptance of the order. Any order implies the buyer’s unreserved acceptance of these terms. No change in, or termination of the order at the buyer’s request shall be taken into account unless it reaches the Company before the products are sent.

Article 2 - Deliveries

The delivery is made either by handing over to a carrier, or through a simple notice of availability. Should the delivery be delayed for any reason beyond our control, it shall be deemed made on the agreed date. Unless otherwise agreed, our delivery times are given for information only. The buyer shall not avail himself of any delay to cancel an order, reject the goods or claim damages. In the event of spread deliveries, no delivery failure or insufficiency shall have any effect on other deliveries. Fortuitous or force majeure events exempt our Company from its duty to deliver and allow it to cancel all or part of the order, without the buyer claiming damages, or rejecting part of the order. The following events shall be considered as fortuitous or force majeure events exempting us from our duty to deliver, without any possible claim by the buyer : fire, floods, machine breakage, epidemics, ware, riots, strikes, lock-outs, administrative decisions, raw material or energy shortages, manufacturing incidents, transport disturbances, and any other event making the manufacturing or delivery of the goods impossible or excessively expensive.

Article 3 – Transport – Risk transfer

3.1 All delivered products travel at the buyer’s risks, whatever the sale terms, transport method, shipping terms or destination (France or other countries). The risk is transferred upon the goods leaving our plants.

3.2 In the event of damages or missing products, the buyer shall be responsible, in order to protect its rights with the carrier, for making any necessary complaint, confirming his reserves by registered mail with acknowledgement of receipt sent to the carrier within three days after the receipt of the products and initiating proceedings alone against the carrier, in accordance with articles 105 et seq. of the Business Code.

3.3 The buyer shall take possession of the products promptly and at his cost upon their arrival at destination, by any means at his option.

Article 4 - Reservation of title

4.1 Unless otherwise agreed, the product shall remain our property until the full payment or its price and related amounts. Any failure to pay upon any term may result in our claiming the goods. However, these provisions do not prevent the transfer to the buyer upon delivery, of the product loss and damage risks, as well as of any damage that the products could cause, for the whole term of the reservation of title in favour of the seller. As a result, the buyer shall pay the amount of the price of the goods even in the event of their disappearance, whether accident or not. The buyer shall ensure that the products are identified at all times: he shall refrain from removing any packaging or label affixed on any products existing in his inventory and whose price has not been paid.

4.2 In the event of any failure to pay the price in full or in part, the sale may be terminated by right.

4.3 Instalments paid shall be retained by the Company as damages. Unless he claims a higher loss, the buyer shall return the sold goods at his cost. Failing immediate return, the return shall be adequately ordered by an order of the Presiding Judge of the Business Court.

Article 5 - Quotations, payment, price and terms

5.1 Except specified indication on quotations underneath quoted products and except actual sale in the interim time, validity of our offers is, from date of submission.

5.2 Our invoices entail a minimum billing amount per reference ordered which is fixed at 500 € (or 750 US$). For all billing line inferior to 500 € (or 750 US$), the difference on delta shall be added to the invoice as administrative fees.

5.3 The prices that we charge are those mentioned on the quote or failing this on the acknowledgment of receipt of the purchase order. Our prices shall be increased by taxes or duties that we may be liable for due to the sale, depending on the nature of the products.

5.4 Unless otherwise agreed, our invoices are payable on 45 days end of month term from date of issue, at our registered address.

5.5 Any payment made after the date set by these general terms of sale and after the term indicated in the invoice may result automatically, without any need for an injunction and without prejudice to possible damages:

- In late payment interests becoming immediately payable, and possibly increased by VAT, calculated from the initial term, at a rate of 3 times the french legal interest rate.
- The payment of a lump sum to cover expenses in the amount of 40 euros.
- The right to suspend or cancel current deliveries, without prejudice to the reservation of title clause.
- The application of guarantees or cash payment terms for current deliveries.
- Payment by the buyer of any legal cost resulting from any legal proceeding.

5.6 In the event of payment by bill of exchange, any failure to return the bill shall be deemed a refusal of acceptance and likened to a failure to pay. In the same way, in the event of spread payments, any failure to pay upon one single term shall result in the immediate payability of the whole debt, without any need for an injunction. The buyer shall reimburse all costs and fees resulting from the collection of owed amounts.

5.7 Should the buyer’s economic and financial situation be cause for justified concerns, the Company reserves the right to change its payment terms for current orders, by demanding guarantees or cash payment prior to delivery.

Article 6 - Guarantee and product use conditions

6.1 The Company’s guarantee is strictly limited to replacing any product found to not meet specifications while being in its original container. In the event the product has been shipped to a distributor, the Company will take no responsibility for the faulty product if the sealed cap has been tampered.

6.2 Any product return is subject to a formal agreement between our company and the buyer. Any product returned without such an agreement shall be kept for the buyer and shall not result in any credit note. No goods shall be exchanged or returned more than one month after delivery.

6.3 If no reserves are made upon the buyer’s receipt of the goods, no claim relating to visible defects can be made. To be taken into account, any other complaint of any kind should be sent to us within 10 days after the receipt of the goods, and prior to any use of the said goods. Goods found to be defective shall be taken back or exchanged at our option, exclusive of any damages.

Article 7 - Automatic termination close

Should any of the parties fail to perform its duties, this agreement shall be terminated by right in favour of the other party, without prejudice to damages claimed from the failing party. The termination shall be effective 8 days after an unsuccessful injunction is sent.

Article 8 - Personal data

The Company collects and stores the personal data it receives from its Customers/Prospects in a secure manner, using computerised and physical security measures. The data are kept in files that are accessible only to the Company’s employees. In contacting the Company, Prospects, Customers and visitors to the website agree to their email address, name and first name and information relating to the requested Products or Services being recorded by the Company. These data are used to send quotations, information and updates relating to your order and also to send occasional information about the Company’s product ranges. The data may be communicated to potential Company partners responsible for order fulfilment, processing, administration and payment. The individuals concerned have the option, at any time, of unsubscribing or of having their data deleted or corrected by writing to the following address: data @ elixens.com. The Company will inform the individuals concerned of any security breach and the measures taken to resolve it within 30 days of its occurrence. The personal data processed for the purposes mentioned above are kept for a period in accordance with laws regulating our activities in France as regards prescriptions.

Article 9 - Jurisdictional clause and applicable law

In case of different interpretation between the French version and the English version, the French version of the general conditions of sale will prevail. Any dispute in connection

Elixens France general terms and conditions of purchase

Article 1 - General provisions

These general terms and conditions of purchase apply to all orders placed by the Company with its suppliers and subcontractors (hereinafter referred to as the « Supplier ») for the purchase of products, goods, merchandise, transport or services (hereinafter referred to as « Products »). An order that is properly placed with a Supplier is contractual, and its acceptance implies the Supplier’s compliance with these general terms and conditions of purchase. They may be supplemented by the purchase order, specifications, technical requirements, calls for tenders, and other documents, hereinafter referred to as « Particular Terms and Conditions ». In the event of discrepancy between the general terms and conditions and the particular terms and conditions, the latter prevail.

Article 2 - Validity of the order

The Company validly places its orders in writing on its letterhead by email. Any changes requested by the Company regarding the quantities, prices, deadlines or specifications are subject to the parties’ prior written agreement regarding the new price quotation. The supplier has 72 hours within which to evaluate any possible effects of a change in an order on its price and the deadline for its delivery and has the right to refuse any such change. Thereafter, any such change will be deemed to be accepted.

Article 3 - Acknowledgement of receipt

The Supplier must acknowledge receipt of the order, contest it, or state reservations regarding these terms and conditions, by email within 72 hours after receipt thereof. Thereafter, the order will be deemed to be accepted in its entirety.

Article 4 - Prices

Unless otherwise stipulated, the prices specified in the order are firm and not revisable and are for Products packaged and delivered free of charge at the location indicated in the order.

Article 5 - Invoicing

Unless otherwise stipulated, all invoices must contain the following information:

- The order’s complete references
- The delivery slip numbers
- A detailed description of the supply, with the codification used by the Company
- All of the other information required by law.

An invoice shall be issued for each delivery. Invoices are issued to the Company’s name and sent by email only to the following address: supplier.invoices.elf @ elixens.com.

 

Article 6 - Terms and conditions of payment

Unless otherwise stipulated, the payments are made under the terms and conditions specified by the Economic Modernization Act, negotiated with the Supplier. All prices are stated in euros before taxes. Taxes and duties charged at the rate applicable on the date of the invoice are added to the specified price. The invoices are payable by bank transfer.

 

Article 7 - Insurance

The Supplier must subscribe to an insurance policy covering the consequences of its civil liability due to the operation of its business or the products that it manufactures, or Products that are entrusted to it for subcontracting work. The Supplier also commits to verify that its possible subcontractors are covered by an insurance policy for a sufficient amount. The Supplier commits to provide the Company upon its request with a certificate indicating the amount and nature of the covers subscribed. The fact that the Supplier has subscribed to such insurance does not limit its liability.

 

Article 8 - Delivery - delivery documents - transport

Each delivery of Products must be accompanied by a form in one copy (to be inserted in a visible envelope on the outside of the parcel), on which the order references and a detail of the Products (references and quantities are indicated), an analysis of the Product batch, and all of the documents required in the Supplier’s specifications. Despite the Supplier’s obligation to deliver the Products at the specified location, the Company reserves the right to pick up the Products where the Supplier has stored them in its premises.

Article 9 - Delivery time

The delivery time is a substantial element of the contract. Unless otherwise clearly stipulated in writing, the delivery date indicated in the order is imperative. In any event, the Company and the Supplier commit to inform each other of any circumstances that might change the delivery dates.

Article 10 - Order cancellation - Penalty for late or improper performance

In the event of a failure to comply with the delivery time, or if there is a defect in the Products, the Company shall contact the Supplier and determine whether the Supplier is actually responsible for any such failure or defect, and, if necessary, the actual level of any delays. If it turns out that the Supplier is responsible, the Company reserves the right, 7 calendar days after a notice to redress the situation has gone unheeded, to:

- pass on to the Supplier the penalties that the Company’s own customer charges it due to its failure, and charge the Supplier penalties up to 3% of the amount of the supply ordered per week of delay, within the limit of 15% of the pre-tax amount, without prejudice to the Company’s right to claim other damages to cover its entire injury. The Supplier may at any time take any steps to verify on the site or elsewhere the defects in the Products or the failure to comply with the deadlines.

- and/or, as a matter of absolute right, cancel the supplies that remain to be delivered and/or the service that remains to be executed by virtue of the order or the programme involved;

- and/or obtain its supplies from another supplier for the remaining order or programme involved, at the defaulting Supplier’s expense and risk.

- and/or require delivery of the Products involved as they are, along with their manufacturing material and tools, with the Company reserving the right to have them completed by a subcontractor.

Except in particular situations, such as a failure to comply with the rules of ethics or labour regulations, orders or contracts may be cancelled only if such have been improperly executed, without any such cancellation having an impact on orders in progress.

Article 11 - Acceptance - transfer of ownership

Upon receipt, the Company’s departments proceed with acceptance of the supplies. Subject to the Products complying with the order, the transfer of ownership will occur upon said acceptance. With respect to merchandise that is found to be nonconforming:

- The Supplier shall take the Products back at its expense.
- The Company reserves the right to require the Supplier to replace the defective Products, to make any necessary corrections therein at the Supplier’s expense, risk and peril, or to simply cancel the order, independently of its claim for payment of damages, including the costs of inspection.

The Company reserves the right to require that the Supplier --at its own expense, risk and peril -- pick up Products that are excessive or are delivered earlier than scheduled. This also applies to discarded Products.

Article 12 - Warranty

The Products must strictly comply with the specifications, plans or documents indicated in the order. Therefore, the Supplier is responsible for verifying and certifying that the suppliers are in conformity with the terms and conditions of the order. The inspections conducted by the Company do not release the Supplier from this obligation of conformity.
The Supplier guarantees the Products against any defective design, material and manufacturing, and guarantees its compliance with the legislations and regulations applicable in France. In particular, without necessarily being limited thereto, the Supplier commits to comply with all of the provisions of European regulations (EC) N°1907/2006 (REACH) and (EC) N°1272/2008 (CLP) and, if applicable, (EC) 1334/2008 (Food flavourings and additives), (EC) 834/2007 (Modes of organic production), (EC) 1223/2009 (Cosmetics).

Article 13 - Confidentiality and industrial property right

These general terms and conditions will be supplemented by particular terms and conditions or a specific contract when a Party -- after identifying particular problems related to the exchange of confidential information or intellectual property - so requests. The Supplier guarantees the Company full enjoyment, free of any servitudes or rights of third parties, of the Products purchased by the Company. Consequently, the Supplier guarantees the Company against any disturbance, claim or eviction in that regard. In particular, the Supplier guarantees that the delivered Products are not subject to any claim with respect to industrial, intellectual or artistic property (patents, trademarks, drawings, models, copyrights or any other rights), and that the photographs of the Products may be reproduced on any media, including on the internet, unless otherwise indicated by registered letter.

 

Article 14 - Advertising

No order shall be advertised at the Supplier’s premises or be used as a reference of any kind, without the Company’s prior written agreement.

Article 15 - Responsibility with respect to ethics and the environment

In execution of the order, the Supplier guarantees its compliance with the commitments defined hereinafter regarding ethics and sustainable development (including the REACH labour and environmental responsibilities), namely human rights and international labour standards. It commits that it will not employ children, use forced labour and discriminate in hiring. It must avoid conflicts and interests and respect the environment. The Products must comply with the laws, regulations and standards applicable in the European Union regarding protection of the environment. During the manufacturing and packaging of a Product, and/or in the selection of materials, the Supplier commits to take all necessary and useful steps to meet the legislative and regulatory requirements for protection of the environment. The Supplier commits that it will not make, offer or authorize, whether directly or indirectly, illegal payments for the purpose of winning or retaining the contract with the Company, to governmental representatives, third parties or employees of the Company. The Supplier commits to fill out and sign the attestations related to ethics and the environment provided by the Customer.

Article 16 - Specific obligations

Upon the Customer’s request, the Supplier shall provide, as confidential information:

- financial information regarding its company and/or the group to which it belongs
- a certificate attesting to the provision of labour declarations issued by the social security office responsible for collecting labour contributions, dated within the last six (6) months
- a valid incorporation form.

The Supplier commits to meet all of the obligations required pursuant to articles L. 8221-3, L.8221-5 and L. 8251-1 of the Labour Code, and to fill out and sign the attestations related to the labour regulations provided by the Customer. Subject to it giving advance notice within a reasonable time, the Company may conduct, and/or have a third party that is not a competitor of the Supplier conduct, an audit on the Supplier’s site where the Product involved is manufactured, to ensure the Supplier’s compliance with (i) the quality standards for the Products, (ii) the measures adopted for the manufacturing thereof, and (iii) preservation of the Product. In the event that any department of the relevant administrative authorities request changes in the Products, the process by which they are manufactured, or the impact thereof, the Supplier commits to promptly inform the Company.

Article 17 - Assignment - Subcontracting

The Supplier shall not assign any part of the Order or subcontract any part of its execution without the Purchaser’s prior written agreement. In any event, the Supplier will be fully accountable vis-à-vis the Purchaser for execution of its contractual obligations.

Article 18 - Personal data

The Company collects and stores the personal data it receives from its Suppliers in a secure manner, using computerised and physical security measures. The data are kept in files that are accessible only to the Company’s employees. In contacting the Company, Suppliers and visitors to the website agree to their email address, name and first name and information relating to their products and the offered Services being recorded by the Company. These data are used to send quotations requests and orders and also to send occasional requests about the Supplier’s product ranges. The individuals concerned have the option, at any time, of unsubscribing or of having their data deleted or corrected by writing to the following address: data @ elixens.com. The Company will inform the individuals concerned of any security breach and the measures taken to resolve it within 30 days of its occurrence. The personal data processed for the purposes mentioned above are kept for a period in accordance with laws regulating our activities in France as regards prescriptions.

Article 19 - Disputes - applicable law - jurisdiction

The Company and the Supplier commit to extend every effort to amicably resolve any dispute or complaint regarding these general terms and conditions of purchase. Any dispute that they fail to resolve within a reasonable time, regarding the construing, execution or cancellation of the purchase order or contract, shall be submitted to the Commercial Court located in the area of the Company’s head office, which will have sole jurisdiction over the matter, regardless of the place of delivery and the mode of payment agreed upon by the parties, and notwithstanding an action for enforcement of a guarantee, a multiplicity of defendants or a motion. French law applies, to the exclusion of any international agreement, particularly the Vienna Convention of 11 April 1980 regarding the international sale of goods.

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