Terms and Conditions – shop
Seller
LINEMAKEUP PRO SASU
37 impasse des Dahlias
34170 Castelnau-le-Lez – FRANCE
Siret : 879768281 00013
Code A.P.E. : 8559A
V.A.T. NUMBER: FR36 831 015 789
1. GENERAL :
The products marketed by LINEMAKEUP PRO (the « Seller ») are intended for resellers or professional users (individually the « Buyer ») who act in the course of their commercial or liberal activities. These general terms and conditions of sale (« GTCS ») apply in their entirety to any order placed by the Buyer with the Seller, the order implying unreserved acceptance of the GTCS. They shall prevail over any other document exchanged between the parties, regardless of when such document may have been brought to the attention of the Vendor. Any special conditions derogating from or in addition to the GCS must be accepted by the Vendor in writing beforehand. Information contained in catalogs, prospectuses, price lists or any other advertising documents issued by the Vendor are provided for information purposes only, and are not binding on the Vendor unless confirmed in writing. The Vendor reserves the right to modify them at any time.
2. ORDER :
The Buyer shall send orders to the Seller by any written means or by telephone. Orders must specify quantity, product designation and/or reference, and destination. The Vendor will issue an order confirmation indicating the definitive conditions of sale within 5 working days of receipt of the order.
In principle, once accepted, no order may be cancelled or modified by the Buyer without the Vendor’s prior written agreement, given under conditions which will allow the Vendor to be indemnified against any loss or prejudice caused by such cancellation, including loss of margin. In addition, any deposit already paid shall remain the property of the Vendor.
3. PRICES – TERMS OF PAYMENT
The prices of the products sold are those in force on the day the order is confirmed by the Vendor. They are quoted EXW (Incoterms C.C.I. Paris – 2010), exclusive of tax, unless otherwise agreed in writing.
Unless otherwise agreed, prices are payable in cash before shipment.
Any sum not paid by the due date shown on the invoice shall give rise to (i) the application of late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, and (ii) the payment of a fixed recovery indemnity of 40 Euros, subject to the reimbursement of any recovery costs incurred for a higher amount, which will be reimbursed upon justification, without prejudice to any damages.
Payment deadlines cannot be postponed and no deductions can be made by the Buyer, even in the event of a dispute. Failure to pay a single invoice or bill of exchange shall result in the application of the following provisions: (i) all invoices shall become immediately due and payable; (ii) the Seller may demand any guarantee of payment deemed necessary and may choose to cancel or suspend all orders, without indemnity or notice, and without prejudice to any other course of action.
4. DELIVERY :
The delivery times indicated at the time of order confirmation are given as an indication only and are in no way guaranteed. Non-compliance with delivery deadlines shall under no circumstances justify cancellation of the order, nor give entitlement to penalties or damages, whatever the causes, extent or consequences of the delay. The Vendor reserves the right to make deliveries in whole or in part, which the Buyer expressly accepts.
Unless otherwise stipulated, products are delivered EXW to the place chosen by the Seller and indicated in the order confirmation. Consequently, the risks are transferred to the Buyer as soon as the products are made available, without prejudice to the Seller’s right to invoke the benefit of the retention-of-title clause provided for in article 8 of these GCS.
Shipping, insurance, taxes, customs and handling costs, as well as all other charges relating to the shipment of products, are at the Buyer’s expense and risk. Consequently, the Buyer undertakes to take out an insurance policy covering the risks of loss, theft or destruction of the products from the time of delivery.
When the Buyer is located outside the European Union, he undertakes to ensure that: – the customs agent coordinates with the Seller and reports to him on the completion of export formalities, in particularly in terms of the price of the products, and
– proof of export and/or exit from the territory of the European Union is systematically sent to the Seller as soon as possible after export.
5. COMPLIANCE WITH REGULATIONS :
The Vendor sells products which comply with French and European regulations applicable to the manufacture of products, in particular with regard to packaging, wrapping and labelling of products, as in force on the day of delivery of the products.
The Buyer must check the laws and regulations applicable in the country of import to ensure that the products comply with the applicable regulations. The Buyer undertakes not to export the products to the United States of America or Canada.
The Buyer must also complete all formalities necessary for the importation of the products and, in particular, submit to customs formalities, obtain any import and resale license, authorization or document required by the public authorities of the country concerned, without any possible recourse against the Seller.
The Buyer undertakes to comply with and, in the event of resale, to ensure that its customers comply with all regulations applicable in the territory in which the products are marketed, in particular as regards traceability, declaration of activities, medical waste, professional training, compliance with hygiene and sanitary rules, etc. The Buyer also undertakes to ensure that its customers comply with all regulations applicable in the territory in which the products are marketed, in particular as regards traceability, declaration of activities, medical waste, professional training, compliance with hygiene and sanitary rules, etc.
6. WARRANTIES – CLAIMS :
All claims must be made by registered mail to the following address: LINEMAKEUP PRO Service SAV 37 impasse des Dahlias 34170 Castelnau-le-Lez.
Inspection on receipt: In the event of damage, theft or total or partial loss in transit, it is the Buyer’s responsibility to make all reservations with the carrier and to exercise all remedies within the time limits laid down by the applicable regulations. The Buyer must inform the Seller by registered mail within the same time limit.
It is the Buyer’s responsibility to check the products on delivery. This check must include the quality, quantity, reference number and conformity of the products to the order. No complaint will be taken into consideration after a period of 10 working days following the date of availability or after use of the products.
Non-conformity of products: In the event of non-conformity or defect of a product notified by the Buyer within 3 months of delivery by registered mail, the Seller undertakes to replace the product. In the event of hidden defects, the warranty, valid for a period of one year from the date of delivery of the products, consists of the reimbursement of the purchase price or the replacement of the product, at the sole discretion of the Vendor.
The Vendor shall bear the costs of replacing the products, unless the defect is due to a cause attributable to the Buyer or the carrier, in which case these costs shall be borne by the Buyer. Any return of products is subject to the Vendor’s prior written agreement. It is the Buyer’s responsibility to provide the Seller with any justification as to the reality of the defects or lack of conformity noted. Warranty exclusions : ), (iii) interaction with an external or third-party substance or product, (iv) negligence or inappropriate use by the Buyer or any user, or (v) defects related to the packaging of the products carried out without the Seller’s authorization.
In general, the Vendor’s liability is strictly limited to the value of the products concerned. Under no circumstances will the Seller be liable to compensate for indirect damages such as loss of business, profit or lost earnings.
Limitation of warranty: The warranty conditions described above are exclusive and replace all other written, oral or implied warranties of quality.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SELLER MAKES NO OTHER WARRANTIES OR UNDERTAKINGS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY, PERFORMANCE, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
In the EU, if you purchase a product that proves to be defective, does not function or does not correspond to its description, the merchant is obliged to repair, replace or refund it, or to grant you a discount.
If you have purchased a product or service online or remotely (by telephone, mail order or door-to-door salesman), you also have the right to cancel and return your order within 14 days, for whatever reason, and without having to justify yourself.
If you’re not sure which situation applies to you, take a look at our Consumer Rights Tool, which will help you understand your rights when shopping in the EU.
7. MARKETING OF PRODUCTS :
In addition to complying with the stipulations of article 5 above, the Buyer undertakes not to attach to the products any allegations which do not conform to those made by the Seller or which may be prejudicial to the image of the Seller’s brands and its products.
The Buyer is informed that certain products have an expiration date limited to 5 years from the date of sterilization. Consequently, the Buyer must (i) ensure that they will always be used and, in the event of resale, supplied to its customers with an expiry period sufficient to allow effective use and (ii) inform its customers, where appropriate, in a sufficient and adequate manner of this period. In any event, the Vendor will not take back products in this respect.
8. RETENTION OF TITLE :
The Seller retains ownership of the products until full payment of the price by the Buyer, in principal and interest. In the event of non-payment of the price on the agreed due date, the Vendor reserves the right to take all necessary measures to recover the products.
9. INTELLECTUAL PROPERTY – CONFIDENTIALITY :
The sale of products under these GCS shall in no way be construed as including any transfer or license of use of the Seller’s intellectual property rights relating to the products. The Buyer acknowledges that all commercial or technical information and documentation, of any nature whatsoever, which the Vendor may be required to communicate to it for the purposes of fulfilling an order, are and shall remain the exclusive property of the Vendor and shall remain strictly confidential. The Buyer undertakes to protect such information and documents and to keep them strictly confidential, so that they are neither used by the Buyer for its own needs outside the execution of the order, nor disclosed directly or indirectly to any third party not authorized by the Seller.
The Seller is the sole owner of the intellectual property rights to the products. In the event that an action is brought by a third party against the Buyer on the grounds that the Buyer’s use of the product infringes an intellectual property right of said third party, the Seller shall indemnify the Buyer against all damages and costs finally incurred by the Buyer, provided that (i) the Buyer promptly informs the Seller of the commencement of such action against it, and (ii)
Seller has exclusive control of the defense of such action and any negotiations for its settlement, and (iii) Buyer fully cooperates with Seller in the defense or settlement of the action.
10. INDEMNIFICATION:
Where Buyer is a reseller of products sold by Seller (a « Reseller »), Reseller will indemnify and hold Seller harmless from and against any and all claims, actions, losses, any and all damages and expenses (including attorneys’ and experts’ fees and any amounts reasonably incurred in researching and settling pending or threatened litigation) arising out of the operation of the Reseller’s business or a breach of any provision of these T&Cs (including statements relating to the products or use of the products beyond the Seller’s representations, warranties and limitations set forth in the T&Cs and in the instructions for use), or any act or omission of the Reseller, its employees or customers.
11. FORCE MAJEURE :
The Seller may not be held liable if the non-performance or delay in performance of its obligations is due, directly or indirectly, to an event of force majeure, including in particular strikes,
fires, explosions, floods, earthquakes, serious accidents, or any event beyond the control of the Seller, including difficulties in the supply of raw materials and changes in applicable regulations.
12. APPLICABLE LAW – JURISDICTION :
All orders placed under these GTS are governed by French law. For all disputes relating to the formation, performance or termination of any order, it is expressly agreed that the Commercial Court of Montpellier, France, shall have sole jurisdiction.
