Elixens France general terms of sale
Our sales are governed by these general terms and conditions of sale. They constitute the only basis of the commercial relationship between the Parties, in accordance with article L.441-1 of the Commercial Code. Unless our Company expressly agrees thereto in writing, no particular term and condition supersedes these general terms and conditions (GTC). Therefore, unless otherwise specified, any contrary term or condition invoked by the purchaser shall not be enforceable vis-à-vis our Company regardless of the time at which it became aware thereof. The fact that our Company does not, at a particular time, invoke any of these GTC shall not be construed as a waiver of its right to do so subsequently. These General Terms and Conditions govern the sale of our aromatic raw materials and byproducts, as well as manufacturing type services, agricultural support, quality control, technical development, communication (list not exhaustive).
Any order implies the purchaser’s unconditional acceptance of these General Terms and Conditions.
Article 1 - Orders
Orders placed with our company, either directly or through any of our representatives or employees, or via our merchant website, are definitive only upon our Company’s express confirmation in writing. An acknowledgement of receipt of a purchase order shall not be deemed to be a firm and definitive acceptance of the order; and a lack of response to a purchase order shall not be deemed to be our Company’s implicit acceptance of the purchase order. A description of Products offered for sale on our website lets the purchaser know what their principal characteristics are. The purchaser is therefore advised to become aware thereof before placing an order. The photographs and graphics displayed on the website are not contractual and shall not engage our liability.
The Company considers a purchaser’s request to modify or cancel an order at its sole discretion, if such is within its possibilities and only if it receives the request prior to shipment of the products.
For orders placed on our website, we offer only products that are available in stock. If an ordered product is not available, the purchaser will be so advised by email and may cancel the order of that particular product, with the rest of the order remaining firm and definitive.
Article 2 - Delivery
Delivery is made by a handover of the products to a carrier or by a notice that the products are available to be picked up. Unless otherwise expressly agreed, the products are delivered within 15 business days following receipt of the order.
This deadline does not constitute a binding commitment, and our Company disclaims any and all liability vis-à-vis the purchaser in the event of late delivery.
Except in the event of a fortuitous accident or force majeure as defined in article 7 herein, or unless the purchaser is at fault, the purchaser may request cancellation of the sale under the conditions specified in article 9 herein, for a late delivery exceeding 20 business days. The purchaser will be refunded the installments he has already paid.
In the event of successive deliveries, a defective or insufficient delivery has no impact on the other deliveries.
Article 3 – Transport – Risk transfer
3.1 Unless otherwise stipulated with the purchaser, the products are shipped in metropolitan France « CPT – CarriagePaid to » and outside of metropolitan France, « EXW - Ex-work » pursuant to INCOTERMS 2020 of the International Chamber of Commerce.
Unless the parties expressly agree otherwise, the delivered products always travel at the purchaser’s risks and peril, regardless of the conditions of the sale, their mode of transport, the arrangements for their shipping, and their destination (France or other countries). The transfer of risks of loss and damage occurs upon departure of the products from our factories regardless of the date on which they are delivered.
3.2 In the event of damaged or missing products, it is up to the purchaser alone to protect his rights vis-à-vis the carrier, make any necessary findings, confirm his reservations to the carrier by registered letter within three days following receipt of the products, and exercise recourse against the carrier, in accordance with articles 105 et seq. of the Commercial Code.
3.3 The purchaser shall take possession of the products at his expense, promptly upon their arrival at the place of destination, by any suitable means.
Article 4 - Reservation of ownership
4.1 Unless otherwise expressly agreed, the products that are sold remain our property until their price and the price of any ancillary items are fully paid, regardless of the date of their delivery. A failure to make any payment by the due date may entail cancellation of the sale under the conditions specified in article 9 herein, and repossession of the products sold. The purchaser shall then return them at his expense. If he fails to do so immediately, an order rendered by the Presiding Judge of the Commercial Court on motion will be sufficient to obtain that return, with the cost thereof being charged to the purchaser based on an estimate. The Company will retain any installments that were paid as a fixed indemnification, without prejudice to its right to take any other actions against the purchaser to which it is entitled in that regard.
4.2. These provisions do not prevent the transfer to the purchaser of the risks of loss and deterioration of the products sold, as well as any damage they might cause upon their departure from our factories, in accordance with article 3 herein. Therefore, the purchaser shall pay the price of any products that might disappear, whether such disappearance is accidental or not. The purchaser shall ensure that the products can always be identified. He is prohibited from unpacking products, or removing labels from products, that physically exist in his stocks and are not yet paid for.
Article 5 - Quotation, price and conditions of payment
5.1 Unless otherwise specified in the quotations that appear below the articles offered for sale, the prices quoted are in effect for 15 days -- unless the articles have been sold in the meantime.
5.2 The minimum billing for orders placed outside of our merchant website is € 500 (or US$ 750) per ordered reference. For any billing under € 500, the difference will be billed as administrative costs.
5.3 The prices billed are those indicated in the quotation or the acknowledgement of receipt of the purchase order, or, when orders are placed on our website, those that are displayed upon the placement thereof. Our prices are increased by the taxes or duties that we will owe by virtue of the sale and as a function of the type of products.
5.4 The invoices for orders placed on our merchant website are payable in cash. Unless otherwise expressly agreed, the invoices for orders placed outside of our merchant website are payable at our head office within 45 days from the end of the month running from the date of the invoice.
5.5 Any payment after the deadline specified herein and after the due date indicated in the invoice may automatically -- without notice and without prejudice to the right to claim any damages -- entails:
- The payability of default interest on the price appearing in the invoice, calculated at 3 times the French legal interest rate on that amount including the VAT.
- The payment of a fixed indemnification of € 40 for the collection cost, with the Company reserving the right to demand supplementary indemnification from the purchaser, upon presentation of documentation that the collection cost actually incurred exceeds that amount.
- The right to suspend or cancel deliveries that are underway, without prejudice to application of the reservation of ownership clause.
5.6 In the event of payment by a bill of exchange, a failure to return the bill will be deemed a refusal to accept it similar to a default in payment. Moreover, when the payment is made by installments, a failure to pay a single installment will result in immediate payability of the entire debt, without notice.
5.7 If the purchaser’s economic and financial situation raises justified concerns, the Company reserves the right to change the conditions of payment for orders underway, by requiring guarantees or a payment in cash before delivery.
Article 6 - Warranty, conditions for use of products
6.1 The Company’s warranty is strictly limited to replacement of products that are in their original packaging and might be deemed not in conformity with their specifications. In the event of delivery to a distributor, the Company disclaims any and all liability if the packaging’s safety capsule has been broken.
6.2 Any return of a product must be expressly agreed to between our Company and the purchaser. Any product that is returned without such an agreement will be at the purchaser’s disposal without the issuance of a credit. Any exchange or take-back of a product shall occur within one month after delivery
6.3 The purchaser’s failure to express reservations upon receipt of the merchandise precludes any claim for visible defects. In order for a claim to be considered, we must receive it in writing within 10 days following receipt of the merchandise and before any use or disposal thereof. Merchandise acknowledged to be defective is taken back or exchanged at our discretion, to the exclusion of payment of any damages.
Article 7 - Force majeure
The Parties shall not be held liable for non-execution or belated execution of any of their obligations as specified herein, if such is due to a fortuitous event or a situation of force majeure.
The Parties expressly agree that fires, flooding, machinery breakdowns, epidemics, wars, riots, strikes, lockouts, administrative decisions, difficulties in the supply of raw materials or energy, manufacturing incidents, disrupted transportation or any other event that makes continuation of the manufacturing or delivery of the merchandise impossible or much too costly, constitute fortuitous events or situations of force majeure.
The Party that experiences the event must promptly advise the other Party that it is impossible for it to carry out its contractual obligations. Under no circumstance shall the suspension of obligations constitute a ground of liability for a failure to execute the obligation in question, or entail the payment of damages or penalties for late performance.
Execution of the obligation involved is suspended for the time during which the event of force majeure lasts, if such is temporary. Therefore, as soon as the cause suspending their reciprocal obligations disappears, the Parties shall extend every effort to resume normal execution of their contractual obligations as soon as possible.
If the impairment is definitive, this contract will unconditionally become null and void 15 days after receipt of a notice given by registered letter specifying the intention to invoke this clause.
If the impairment, whether temporary or definitive, is only partial, the other Party may refuse partial execution of the order.
Article 8 - Unforeseeable circumstances
These GTC expressly exclude the statutory regime applicable to unforeseeable circumstances specified in article 1195 of the Civil Code. Therefore, the Parties waive the right to invoke these provisions and commit to assume their obligations even if the contractual equilibrium is affected by circumstances that were unpredictable at the time of conclusion of the sale, even though their execution would be much too costly, and to bear all of the economic and financial consequences thereof.
Article 9 - Rescission of the contract
In the event of a failure to make payment under the conditions specified in article 5 hereinabove, or a failure to deliver under the conditions specified in article 2 hereinabove, this contract will automatically be rescinded in favor of the other Party without prejudice to its right to claim the payment of damages by the other party. The rescission will take effect 8 days after a notice to rectify the situation has gone entirely or partially unheeded. Said notice must be sent by registered letter and must state the intention to invoke this clause.
Article 10 – Personal data
Our Company collects and retains the personal data transmitted by its customers/prospects in a secure way thanks to computer and physical security measures. The data are stored in files to which only those of our employees who are authorized to process them by virtue of their functions have access. In contacting our company, the prospects, customers and visitors of the website authorize us to register their email addresses, surnames and given names, and information regarding the requested products or services. These data are used to send quotations, information and updates related to orders, as well as occasional information regarding our company’s product ranges. They may be transmitted to our Company’s possible partners that are responsible for execution, processing, management and payment of orders. In carrying out their services, these third parties have a limited access to the data, and are obligated to use them in compliance with the legislation applicable to personal data protection. Apart from the aforesaid situations, we are prohibited from selling, renting, transferring or giving third parties access to the data without the prior consent of the person involved, unless such is required for a legitimate reason. If there is a good reason to transfer the data outside of the EU, the purchaser will be advised thereof, as well as of the measures taken to secure his data.
The persons involved have the right to access, rectify, delete and transfer their data, as well as the right to oppose the processing of their data for a legitimate reason, which rights they may exercise by contacting the processing data officer at the following address: data @ elixens.com.
The persons involved may also submit a claim to the National Commission for Computerized Data Processing and Individual Rights.
Our Company advises the persons involved of any flaw in security and the measures taken to rectify it within 30 days of its occurrence. Personal data processed for the aforesaid purposes are retained for a duration that complies with the statutes of limitation governing our business in France.
Article 11 - Jurisdiction and applicable law
In the event of differences in construing the French version and the English version, the French version of these general terms and conditions of sale shall prevail.
Any dispute related to this contract shall be submitted exclusively to the Commercial Court of ROMANS.
French law will apply.
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.