TERMS OF SALES
Updated November 28, 2021
ARTICLE 1 – General provisions
These general conditions of sale constitute, in accordance with the provisions of article L 441-6 of the Commercial Code, the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which the company ECO FRENCH LAB (hereinafter the "Supplier") provides professional customers (hereinafter the "Customer" or "Customers") who request it, home fragrances made to measure exclusively or already existing in the perfumer's library, all types of home scented products (candles, diffusers, sprays, paper, teas in particular), cosmetic products, hydro alcoholic gels (hereinafter the "Product" or the "Products"). These general conditions of sale are systematically sent or given to each potential and/or proven Customer, to enable him to analyze the Supplier's commercial conditions and, if necessary, to place an order. They are also present on the Supplier's website. They are intended to apply to all sales made by the Supplier and relating to the Products.
Thus, any order of Products after receipt by the Customer of these General Terms and Conditions of Sale will result in their automatic application. Unless otherwise agreed between the parties in this respect, all the stipulations of the present prevail over the conditions of purchase. Any contrary condition opposed by the Customer will therefore, in the absence of express acceptance, be unenforceable against the Supplier, regardless of when it may have been brought to its attention. In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these general conditions of sale, depending on the negotiations carried out with the Customer, by establishing specific conditions of sale. The Supplier may, in addition, be required to establish categorical General Conditions of Sale, derogating from these General Conditions of Sale, depending on the type of Customer considered, determined on the basis of objective criteria. In this case, the General Terms and Conditions of Sale apply to all Customers meeting these criteria. Any derogation from these General Terms and Conditions of Sale must be expressly accepted in writing by the Supplier. Written means any document drawn up on paper, electronically or by fax. The fact that the Supplier does not take advantage at a given time of any of these general conditions of sale cannot be interpreted as a waiver of the right to take advantage of any of the said conditions at a later date. The invalidity of one or more provisions of these conditions does not affect the validity of the other provisions. If necessary, the parties will consult each other to find alternative stipulations to replace the irregular stipulations.
ARTICLE 2 - Orders
2.1 - General provisions
Orders are only perfect after the Supplier has established a descriptive estimate of the order placed (which may be in the form of an email), and its express acceptance by the Customer. Any order made by the Customer after this quote will be deemed to be express acceptance. This acceptance occurs by any means chosen by the Supplier and in particular, in the form of an acknowledgment of receipt of the order or by simple exchange of e-mails. Unless otherwise stated, order acknowledgments and more generally, Supplier quotes are valid for one month. Beyond that, the Supplier reserves the right either to maintain its offer, or to propose an amendment to update it, or to reformulate its offer. When the order relates to recurring Products, it is only perfect after express acceptance in writing by the Supplier. This acceptance takes place by any means chosen by the Supplier and in particular, by simple exchange of e-mails or in the form of an acknowledgment of receipt of the order. When ordering, the Customer will take care to specify, where applicable, the references of the Products and the number of Products ordered and will more generally provide any document such as studies, descriptions or other, allowing the Supplier, where applicable and s they have not been communicated previously, to proceed with the design and then the manufacture of the said Products. All information relating to the design period of the Products (deadlines, special terms, cost, etc.) will be communicated by the Supplier to the Customer, when drawing up the estimate, depending in particular on the information provided by the Customer when the command.
2.2 - Consequences of placing an order under these general conditions – intuitu personae.
Completion of the order entails for the Customer, in addition to acceptance of the conditions of sale as indicated above, recognition of having full knowledge of them. Furthermore, it is specified here that each contract concluded with the Customer being intuitu personae, the acceptance of the order by the Supplier being linked to the latter's identity, the Customer is prohibited from assigning or transferring, in any way whatsoever (and in particular in the form of transfer or lease-management of its business, contribution to a company or, where applicable, transfer of securities or change of control of the Client company ) the rights and obligations resulting therefrom, without the express, prior and written agreement of the Supplier, who may failing this in this case and without prior notice, pronounce the forfeiture of the term and consequently, the immediate payment of the sums still due for any reason whatsoever in respect of orders in progress.
2.3 - Cancellation – modification of the order by the Customer
When the order is payable in advance, under the conditions of article 4.1 below, in the event of cancellation of the order by the Customer and subject to its acceptance by the Supplier, any payment made prior to the cancellation will be automatically acquired by the Supplier and cannot give rise to any reimbursement. In addition to retaining the aforementioned sums where applicable, the Customer, in the event of partial payment with the order, will then also be liable to compensate the Supplier for all costs incurred (in particular specific equipment, study costs, labor costs work and supply) and more generally, for all the direct and indirect consequences resulting from this cancellation. As orders are final and irrevocable, any request for modification by the Customer will be subject to acceptance by the Supplier. Modification requests will only replace the initial order after express acceptance by the Customer, where applicable, of a specific estimate and a possible price adjustment.
ARTICLE 3 – Rates
The prices of the design where applicable, as well as the manufacture of the Products and the incidental costs (packaging, transport costs, customs, etc.), are specified in the estimate (or the acknowledgment of receipt of the order), previously established by the Supplier and accepted by the Customer, as indicated in article 2 above. Unless otherwise agreed by the parties in this respect, the prices communicated are firm and non-revisable and are in euros, excluding taxes, plus VAT. The Supplier reserves the right to modify its prices, at any time and without notice, by simple written notification to the Customer, in order to take into account, in particular, fluctuations in the price of raw materials, or even increases in fixed costs. . In any case, any price change under these conditions can only be justified due to additional costs beyond the Supplier's control. Thus and in particular, any event beyond the control of the parties which would increase the price including tax of the order between the date of its completion and its date of payment (Changes in fiscal and parafiscal taxes in particular), will be legally enforceable against the Customer and taken into account for the establishment of the final invoice without it being considered as a unilateral modification of the contract. Under no circumstances will the price revision on these bases allow the Customer to cancel the order made. Any other price change at the Supplier's initiative will be subject to compliance with a sufficient notice period. The Customer is deemed to have tacitly accepted the new prices if he places orders after the notification made to him in this regard.
ARTICLE 4 – Payment
4.1 – Payment deadlines
A deposit corresponding to 50% of the total purchase price of the products ordered is required when placing the order.
The balance of the price is payable in cash, on the day of delivery, under the conditions defined in Article 5 below. The Supplier shall not be required to deliver the products ordered by the Buyer if the latter does not pay the price under the conditions and according to the methods indicated.
4.2 – Terms of payment
The price is payable by check, bank transfer (SWIFT or SEPA with the exception of any other means of payment). The presentation of proof of identity may be required if necessary. In the event of payment by bank cheque, this must be issued by a bank domiciled in metropolitan France or Monaco. The cashing of the check is carried out immediately unless otherwise agreed between the parties.
4.3 – Late payment
Any amount not paid on the due date will give rise automatically and without prior notice, from the day following the payment date shown on the invoice, to the payment by the Customer of late payment penalties corresponding to the legal interest rate plus of ten (10) points, of the price inclusive of VAT appearing on the said invoice. In accordance with the provisions of articles L 441-10 of the Commercial Code and D. 441-5 of the same Code, any delay in payment will also result in the obligation for the Customer to pay a fixed indemnity of 40 €uros for recovery costs . Additional compensation may be claimed, on supporting documents, when the recovery costs incurred exceed the amount of the lump sum compensation. In particular, the Customer must reimburse all the costs incurred by the contentious recovery of the sums due, including the fees of legal officers. This, without prejudice to any other compensation that may be claimed. In this case, the Supplier also reserves the right, where applicable, to suspend or even cancel the design and/or supply of the Products ordered by the Customer, more generally, to suspend the performance of its obligations to the towards the Customer and to cancel any discounts granted to the latter, without prejudice to any other course of action, in application in particular of the provisions of article 1219 of the Civil Code. This, for the disputed order but also for any other order in progress with the defaulting Customer. The suspension of performance will take effect immediately, upon receipt by the Customer of the notification of default sent to it for this purpose by the Supplier, indicating the intention to apply the exception of non-performance as long as the Customer will not have remedied the breach noted, served by registered letter with acknowledgment of receipt or on any other durable written medium providing proof of dispatch. This non-performance exception may also be used as a preventive measure, in accordance with the provisions of article 1220 of the Civil Code, if it is clear that the Customer will not perform the obligations incumbent upon him on the due date and that the consequences of this non-performance are serious enough for the Supplier. The suspension of performance will take effect immediately, upon receipt by the Customer presumed to be in default of the notification of the intention to apply the exception of preventive non-performance until the latter performs the obligation for which a breach to come is manifest, served by registered letter with acknowledgment of receipt or on any other durable written medium providing proof of dispatch. Thus and in particular, in the event of a deterioration in the Customer's situation noted by a financial institution or attested by a significant delay in payment, or when the Customer's financial situation differs from the data made available prior to the order, delivery no. will only take place against immediate payment. In the event of non-payment, forty-eight hours after a formal notice has remained unsuccessful, the sale will be automatically canceled if the Supplier sees fit, who may request, if necessary, the return of the Products, which must be returned in perfect condition. marketing, without prejudice to any other damages. The resolution will affect not only the order in question but also all previous unpaid orders, whether delivered or in the process of being delivered and whether their payment is due or not. In this case and in addition to the foregoing, any sum previously paid to the Supplier as a deposit will be definitively acquired by it and no reimbursement in this respect will be due. In all the above cases, the sums that would be due for other deliveries, or for any other cause, will become immediately payable if the Supplier does not opt for the resolution of the corresponding orders.
4.4 – Retention of title
In the event that payment has not been made beforehand, the transfer of ownership of the said Products, despite their delivery under the conditions below (article 5), will be subject to full payment by the Customer to the Supplier, of the total price of the order, principal and accessories. In the meantime, in the event of seizure or any other intervention by a third party on the Reserved Products, the Customer undertakes to immediately inform the Supplier thereof in order to allow it to oppose it and preserve its rights. In any event, the Customer is prohibited from pledging or assigning as security the ownership of the Products subject to this retention of title clause. The payment terms that could be granted to the Customer are necessarily accompanied by the same retention of title, which the Customer accepts in advance. The Customer retains the Reserved Products purely free of charge, these remaining the property of the Supplier until full payment of the price. In the event of non-payment of all or part of the price after formal notice has remained unsuccessful, the Supplier may demand the return of the Products without delay, by simple registered letter with acknowledgment of receipt addressed to the Customer. This retention of title clause does not prevent the transfer of the risks of loss and deterioration on the day of delivery of the Products ordered. The Customer therefore undertakes to take out insurance in such a way as to cover all risks with regard to the Products subject to reservation. The Customer will always be required to inform third parties of the Supplier's retention of title. At the Supplier's request, the Customer will be required to communicate to it the future of the Products delivered subject to reservation and, where applicable, the identity of the person to whom the said Products have been delivered.
ARTICLE 5 – Delivery of Products
5.1 –Delivery times
The delivery times are indicated as exactly as possible but do not constitute, unless expressly agreed otherwise by the parties in this regard, strict deadlines and therefore cannot, subject to the following, engage the Supplier's liability. Indeed, given the design period prior to any marketing of Products by the Supplier, the deadlines will be based on this period in particular, the terms of which, as indicated above, will be specified when establishing of the acknowledgment of receipt of the order. In addition, lead times also depend on the availability of raw materials and, where applicable, carriers, as well as the order of orders. Exceeding the delivery time of less than twenty (20) working days cannot give rise to damages or cancellation of orders in progress. The Customer may not under any circumstances reduce a payment for late delivery or non-compliant or partial delivery, whatever the causes, the importance of the delay or defect and the consequences. In any event, delivery times only run from the latest of the following dates: date of acknowledgment of receipt of the order, date of receipt of all materials, equipment, specific packaging, details of execution owed by the Customer, if applicable, date of performance of the prior contractual or legal obligations owed by the Customer. Thus, delivery on time can only occur if the Customer is up to date with its obligations towards the Supplier, whatever the cause. Also, the responsibility of the Supplier can in no case be engaged in the event of delay or suspension of the delivery of the Products attributable to the Buyer. Finally, no delay in delivery will be attributable to the Supplier in the event of force majeure within the meaning of article 1218 of the Civil Code. In particular, the occurrence of any natural disaster, fire, war, accident, flood, conflict, attack, strike at the Supplier or the Customer, carriers, post offices, public services, imperative injunction of the public authorities ( ban on imports, embargo in particular), operating accidents, machinery breakdown, explosion. In this case, the Supplier will keep the Customer informed of the situation and its consequences as soon as possible. The performance of the Supplier's obligation will then be suspended for the duration of the force majeure if it is temporary and does not exceed a period of thirty (30) calendar days. Consequently, as soon as the cause of force majeure disappears, the parties will make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the Supplier will notify the Customer of the resumption of its obligation by any means of its choice making it possible to materialize the proof of this information. If the impediment is definitive or exceeds a period of thirty calendar days, the parties must consult each other within five (5) working days following the expiry of this 30-day period, to examine in good faith whether the contract should continue. or stop. In the event that the situation of force majeure were to last more than forty-five (45) calendar days, these presents would be purely and simply resolved as of right, without warning or particular formality, other than the simple information given by the Supplier to the Customer of the situation. In this case, the Supplier undertakes to return without delay any sum that may have been paid to it by the Customer for all or part of the unexecuted order.
5.2 –Concept and terms of delivery
Delivery within the meaning of this article means the delivery of the Product to the Customer or his representative (carrier in particular), whatever the terms and conditions. Delivery is made on time and according to the methods provided for in the order or, where applicable, in the estimate (or acknowledgment of receipt of the order), duly accepted. In the event that the Supplier has to organize the transport itself, then this will always be carried out by a third-party carrier. In this case, delivery is made to the Buyer's premises or to any other place indicated by the latter when placing the order, under penalty of unenforceability against the Supplier. If necessary, the Customer will provide, at the first request of the Supplier, all the documents and/or information necessary for the transport of the Products to their destination. Containers, pallets and all other materials or permanent packaging which are the property of the Supplier must, unless otherwise stipulated, be returned by the Customer in good condition and carriage paid, at the latest within sixty (60) days of receipt of the Products, failing which they are invoiced by the Supplier. If these materials are the property of the Customer, the latter must send them in good condition, at the latest by a date previously agreed with the Supplier and to the site specified by the latter. At the Customer's request, the Products may be subject to special protection operations. Their costs are charged to it on a case-by-case basis by the Supplier. Unless explicitly agreed otherwise, in the event of an order for a plurality of Products, the Supplier has the right at any time, if the availability of the Products ordered so requires, to make partial deliveries.
ARTICLE 6 – Transport of Products
Unless otherwise agreed, all transport, insurance, customs, handling and bringing to work operations are at the expense and expense, risk and peril of the Customer, who is responsible for verifying shipments on arrival and to exercise, if necessary, its recourse against the carriers, even if the shipment was made free. When it has been negotiated that the Supplier itself organizes the transport of the Products, it will then and despite everything transport the goods at the Customer's expense and risk. In this case and until the unloading of the Products, the Supplier undertakes to subscribe on behalf and at the expense of the Customer or to ensure the subscription by the carrier itself, of any insurance in order to guarantee any destruction or degradation of the Products during transport, with the exception of all other risks. Thus, this insurance will be strictly limited to covering all risks on the Products themselves, it being up to the Customer to take out any additional insurance at his own expense if he so wishes. The Customer acknowledges that the fact that the carrier is chosen by him or by the Supplier directly, has no effect on the fact that the Supplier is deemed to have fulfilled his obligation to deliver, when he has delivered the products ordered to said carrier, who accepted them without reservation. In this case, the Customer therefore has no warranty claim against the Supplier in the event of non-delivery of the Products ordered after this delivery to the carrier, nor for damage occurring during transport. In the case of transport organized directly by the Customer himself, the latter will be personally responsible for subscribing to any useful insurance in this context, the Supplier then being relieved of all liability in this respect as soon as the Products are handed over. to the carrier.
ARTICLE 7 – Transfer of ownership – Transfer of risks of the Products
As indicated above, the transfer of ownership of the Products to the benefit of the Customer, will be carried out on the day of full payment by the latter, of the amount of the order in principal and accessories. The transfer of the risks of loss and deterioration to the Customer will be carried out on the day of delivery of the said Products to the Customer directly, or to any third-party carrier (whether mandated by the Supplier or the Customer himself as well as that has been indicated above) and this, regardless of the date of payment of the price.
ARTICLE 8 – Receipt of Products
All deliveries will be the subject of a delivery note that the Customer, or his representative (particularly a third-party carrier), must sign upon receipt of the Products. The Customer or his representative is required to check the apparent condition of the Products upon delivery. In the absence of reservations or complaints expressly made by the Customer or his representative both to the carrier (if applicable) and to the Supplier, by registered letter with acknowledgment of receipt, within three (3) days of receipt of the Products, in accordance with the provisions of article L 133-3 of the Commercial Code, these will be deemed to comply with the order, in quantity and quality and no claim can be made in this regard. These reservations must systematically, as indicated above, be notified under the same conditions to the Supplier, on pain of being unenforceable against it. Complaints on apparent defects and, subject to the following, on the non-conformity of the Products, made subsequently, will be purely and simply rejected. The mention "subject to unpacking" has no value and cannot be accepted as a reserve. The Customer decides, upstream and prior to the validation of the order by the Supplier, the technical specifications and sets the specifications called to define, in all their aspects, the Products to be produced, as well as the nature and methods of the inspections. , checks and tests imposed for their acceptance. The nature and extent of the necessary inspections and tests, the standards and severity classes concerned, as well as the tolerances of any kind, must be specified by all documents that must be attached by the Customer to his order and expressly confirmed by the Supplier. Failing this, only a simple visual and dimensional inspection by sampling according to the Supplier's own standards will be binding on it. It will be up to the Customer to provide any justification as to the reality of the defects or anomalies noted. He must give the Supplier every facility to proceed with the observation of these defects and to remedy them. He will refrain from intervening himself or having a third party intervene for this purpose. Simple minor visual or aesthetic defects cannot give rise to a return except with the Supplier's agreement. In any case, the Customer will not have the right to return the Products ordered to the Supplier, without the prior written consent of the latter, who may first have the Products allegedly altered or non-compliant appraised. In the event of return of the Products without agreement, these will then be made available to the Customer and will not be subject to any processing in any way whatsoever on the part of the Supplier. No return will be accepted if the Products are contained in packaging other than the original one. If a return takes place, it will in this case be made (subject to the stipulations of article 9 below), at the Customer's expense and risk. In the event of return of the products, a return slip will have to be completed by the Customer, on pain of inadmissibility, on which will appear the reason for the return, the number of the batch of Products and the number of the delivery.
ARTICLE 9 - Supplier's liability - Warranty
9.1 – Nature of the guarantee
When the Supplier is the designer of the Products it produces, it performs this service in accordance with the Customer's specifications, on the basis of an obligation of means. Its role is that of a subcontractor. Thus, the Customer assumes full responsibility for the design of the Product, in relation to the desired result. The Customer remains solely responsible for the conformity of the Products ordered from the Supplier, with regard to the regulations applicable in the country where these Products will be used. Thus, if the Products sold by the Supplier systematically comply with the regulations in force in France, the latter is in no way responsible for verifying the regulations applicable in the country of distribution of the Products as soon as it is it is a foreign country, the Customer must then make it his personal business. In view of the foregoing, the Supplier's obligation is strictly limited to compliance with the Customer's specifications stipulated in the contract and the Supplier cannot under any circumstances be held liable for omissions or errors contained in the elements provided by the Customer. Nevertheless and notwithstanding the foregoing, the Supplier may, at the request of the Customer and according to methods to be defined between them, provide its assistance and its experience to the Customer within the framework of the study of the regulations applicable abroad on the Products. , as well as the formalities and procedures applicable for the marketing of said Products in the country concerned. In any case, the assistance that may be provided by the Supplier in this context will be provided solely on the basis of an obligation of means, the latter not having the role of replacing the Customer or his advice in these areas. Thus, the Customer remains in any event entirely responsible for the marketing of the Products. In the absence of an express indication in this respect from the Supplier, no particular contractual guarantee is applicable to the Products ordered by the Customer. Thus, only the legal warranties will, where applicable, apply hereto. In this context, it will be up to the Customer to provide any justification as to the reality of the defects or anomalies observed. In order to assert its rights, the Customer must, 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. In the event of an established defect or lack of conformity, the parties will determine by mutual agreement the corrective actions to be considered and the appropriate and less costly solution for the compliance operation, which may consist in particular of:
• to replace rejected Products which will be the subject of a credit note. In this case, the replacement Products are invoiced at the same price as the replaced Products;
• or to bring them into conformity, by taking back, by the Supplier, the Products concerned by the difficulties.
If the Supplier is unable to proceed as stated above, the Products in question will be subject to an outright refund from the Supplier to the Customer. The Supplier will assume the cost of bringing it into compliance if it undertakes to carry it out or must give its prior consent, on pain of being unenforceable, if the Customer decides to carry it out or have it carried out by a third party, for a price which he had made known to him. The Products for which the Customer has obtained the replacement or the bringing into conformity by the Supplier, are returned to the latter at its expense, the Supplier reserving the right to choose the carrier. On pain of unenforceability, the return costs must have been previously accepted by the Supplier who, in the event of refusal, undertakes to find any return solution in substitution for that proposed by the Customer. Any bringing into conformity of Products directly by the Customer, without the Supplier's agreement on its principle and its cost, entails the loss of the right to any claim by the Customer. The Supplier will intervene as soon as possible and at its expense, on the Products delivered whose defect or lack of conformity has been duly proven by the Customer. Its intervention will in any event be limited to the replacement, repair or reimbursement of non-compliant Products or Products affected by a defect.
9.2 – Warranty exclusions
No warranty shall be due by the Supplier for defects or lack of conformity apparent on delivery or subsequently (if applicable), which would not have been noted under the aforementioned conditions (Articles 8 and 9.1). Also excluded are defects and deterioration caused by inappropriate, unsuitable or non-compliant use of the Product, carried out by the Customer or third parties, as well as normal wear and tear, as may be specified in the technical sheets established by the Supplier on its own products. More generally, all negligence or fault on the part of the Customer will be excluded from the guarantee (in particular, modification of the Product not provided for or specified by the Supplier, alteration resulting from abnormal storage conditions, non-compliance, where applicable, with technical data sheets), as well as as cases of force majeure, the non-exhaustive list of which has been set out above (article 5). Finally, the Supplier's liability is excluded for defects arising from the raw materials or packaging items provided by the Customer, as the case may be, as well as for defects resulting from a design carried out by the Customer himself, or by a third party mandated by him.
9.3 – Scope of the guarantee
In any event, the Supplier's liability may only be incurred, regardless of the basis and nature of the action, in the event of proven fault on its part, having caused personal injury, direct and certain to the Client. Also, the parties expressly agree that the following type of damages and/or prejudices cannot under any circumstances give rise to compensation, whether they were reasonably foreseeable or not: loss of profit, loss of turnover, loss of customers, damage to image and/or reputation. The Supplier's civil liability, for all causes combined, with the exception of gross negligence and bodily injury caused by it, may only be incurred within the limit of an amount of damages that may not exceed, per order incident , the amount invoiced and collected by the Supplier for said order. The Customer guarantees the waiver of recourse by its insurers or third parties in a contractual relationship with it, against the Supplier or its insurers, beyond the limits and exclusions set out above.
ARTICLE 10 – Subcontracting
The Supplier itself is not a manufacturer, it has the right to subcontract all or part of the order and remains responsible vis-à-vis the Customer for the supply in quantity, quality and time of the subcontracted Products.
ARTICLE 11 – Intellectual property
The Customer guarantees to be the holder of all the intellectual property rights on the documents and information provided to the Supplier to enable it to design and manufacture the Products and will bear the consequences of any breach of this declaration alone. The Supplier, since he is the designer of the Products, does not issue a summons or any particular formality, other than the simple information given by the Supplier to the Customer of the situation. In this case, the Supplier undertakes to return without delay any sum that may have been paid to it by the Customer in respect of all or part of the unexecuted order retains, unless otherwise agreed between the parties, all the property rights industrial and intellectual property relating to the said Products (photos, samples, formulations and technical documentation in particular). Thus, unless transferred by the Supplier to the Customer, all studies, descriptions, technical documents or quotes, given to the other party, are communicated within the framework of a loan for use, the purpose of which is the evaluation and discussion of the Supplier's commercial offer. They will not be used by the other party for any other purpose. The Supplier retains all material and intellectual property rights to the documents lent. These documents must be returned to the Supplier on first request. The same applies to studies that the Supplier proposes to improve the quality or the cost price of the Products, by an original modification to the specifications. These modifications accepted by the Customer cannot lead to a transfer of liability against the Supplier. Given the foregoing, no exclusivity for any reason whatsoever is granted by the Supplier to the Customer, within the framework of the Supply of the Products.
ARTICLE 13 - Confidentiality
Within the framework of the execution of the present by the Parties, any information relating to the commercial policy, the strategy, the activity of one of them, the services, the tools, methods and know-how, any information protected by business secrecy and any information expressly qualified as confidential, received by one party from the other party must be kept confidential. This general obligation of confidentiality covers all oral or written information, whatever it is and whatever the medium (discussion reports, plans, computerized data exchanges, activities, installations, projects, know-how, products, etc. .) exchanged within the framework of the preparation and the execution of the contract object of the present. For the purposes hereof, the following will not be considered confidential information: (a) information which fell into the public domain at the time of its communication or that which would be in the public domain after its communication, provided, in the latter case, that it is not the result of a breach of an obligation of confidentiality by the Party having knowledge of the information; (b) those for which the Party receiving them can prove that it knew them in good faith and without breach of another obligation of confidentiality prior to their communication within the framework of the present; (c) those communicated by a third party subsequent to the order and received in good faith and without violation of another obligation of confidentiality by the Party to which they were communicated. The Parties therefore undertake not to use said information or data when this is not necessary for the execution of an order, and not to disclose said information or data to any third party or any person other than their employees. within the strict limits of the need for said disclosure for the proper execution of an order, except with the prior written authorization of the other Party. Affiliated companies, suppliers and subcontractors of the Parties, involved in the execution of the order, will not be considered as third parties within the meaning of this paragraph. The Parties undertake to respect the obligations resulting from this "Confidentiality" article throughout the duration of their contractual relations and for the three years following their termination and vouch for the respect of this obligation by all their employees and under - contractors, if any. This obligation is, by mutual agreement between the Parties, an obligation of result. At the end of the order, for any reason whatsoever, each Party receiving the confidential information undertakes, if necessary, to return it to the other Party and to destroy all the duplications which may have been made of this confidential information.
ARTICLE 14 - Protection of personal data
The Supplier undertakes, within the framework of its activities and in accordance with the legislation in force in France and Europe, to ensure the protection, confidentiality and security of the personal data of the Customers, as well as the personal professional data of the managers and/or employees of the Client, with whom the Supplier and its personnel are in contact (hereinafter the “Data”). He has the quality of data processing manager. The Supplier only processes Data that is strictly necessary and only for specified, explicit and legitimate purposes, namely essentially, in the context of or with a view to the performance of a contract. To this end, it is in particular and above all a question of managing the Customer's identity, orders, invoicing and collecting payments, providing after-sales service, handling Customer relations, recovering unpaid bills, managing disputes and more generally , to store the Data referred to in this article. These Data are generally provided by the Customer himself, as part of the Order. The Data is kept for the time necessary to fulfill the purposes mentioned above. With regard to processing essentially relating to the performance of the contract, the Data may be kept for a maximum of five years from the end of the relationship. The starting point of this five-year period is the last date on which the Supplier and the Customer exchanged, under a contract, for any reason whatsoever. The Data is then archived with restricted access, for a period corresponding to the duration of the legal requirements (payment, guarantees, disputes, etc.). After these deadlines, the Customer's data is purely and simply deleted. These Data are essentially the following:
• Identification data of the Client's representative: Surname, first name, function, mandate, etc.
• Contact details of the Client and/or his representative: postal address, email, professional telephone number, etc.,
The Data collected is intended for the Supplier's internal departments and, where applicable, in whole or in part, for its partners. Finally, the Data processed may be transmitted to the competent authorities, at their request, in the context of legal proceedings, in the context of legal research and requests for information at the request of the authorities or in order to comply with other obligations. legal. The Data may be processed outside the European Union. In this case, the Supplier takes the necessary measures, if necessary with its partners, to guarantee them an adequate level of protection and this, in full compliance with the applicable regulations. If the partners concerned are not members, with regard to transfers to the United States of America, of the "Privacy Shield" agreement, or are not located in a country with legislation considered to offer protection adequate, they will then have previously signed the "standard contractual clauses" of the European Commission or will be subject to binding internal rules, approved by the French authorities, which the Supplier will take care to check upstream. In any case, the Supplier ensures that the Data is treated in complete security and confidentiality, including when it is communicated to third parties. To this end, the appropriate technical and organizational measures to prevent the loss, misuse, alteration and deletion of Data are put in place. These measures are adapted according to the level of sensitivity of the Data processed and according to the level of risk presented by the processing or its implementation. The persons concerned by the processing of Data have the right to access, rectify and delete the Data concerning them. They can also request the portability of the latter. They have the right to oppose the processing carried out or to request its limitation. In order to promote the implementation of the aforementioned rights, the Customer undertakes to communicate the Supplier's general conditions of sale or at the very least, to communicate the information covered by this article to all its personnel who may be concerned by the processing of their Data by the Supplier. Persons concerned by Data processing may exercise their rights at any time by writing to ECO FRENCH LAB – 44, avenue de la prize d’eau – 78110 LE VESINET or by sending an email to the following address:contact@ecofrenchlab.fr. A response will be sent within a maximum period of one month from receipt of the request. All requests must be accompanied by a photocopy of a valid, signed identity document and mention the address at which the Supplier can contact the applicant. In addition, people who so wish have the possibility of organizing the fate of their Data after their death. If the exchanges with the Supplier have not been satisfactory, the person concerned has the possibility of lodging a complaint with the National Commission for Computing and Liberties (CNIL), the supervisory authority in charge of compliance with the obligations in personal data in France. For more information on Data protection, the Customer and its staff can consult the CNIL website: https://www.cnil.fr/
ARTICLE 15 – DISPUTES
FOR ANY DISPUTE BETWEEN THE PARTIES RELATED DIRECTLY OR INDIRECTLY TO THE CONTRACT, THEY SHALL SEEK, BEFORE ANY LITIGATION, AN AMICABLE AGREEMENT AND SHALL COMMUNICATE TO THIS END ALL THE NECESSARY INFORMATION. IN THE ABSENCE OF AN AMICABLE SETTLEMENT WITHIN A MAXIMUM PERIOD OF TWO (2) MONTHS, WILL BE SOLELY COMPETENT FOR ALL DISPUTES TO WHICH THESE GENERAL CONDITIONS OF SALE MAY GIVE RISE, CONCERNING THEIR VALIDITY, THEIR INTERPRETATION, THEIR EXECUTION, THEIR TERMINATION, ANY WHAT IS THE CONSEQUENCE AND THE FOLLOWING, THE COMMERCIAL COURT OF VERSAILLES. THIS CLAUSE APPLIES EVEN IN THE EVENT OF A REFERENCE, INCIDENTAL CLAIM OR MULTIPLE DEFENDANTS OR APPEAL IN WARRANTY.
ARTICLE 16 – APPLICABLE LAW
BY EXPRESS AGREEMENT BETWEEN THE PARTIES, THESE GENERAL CONDITIONS OF SALE AND THE PURCHASE AND SALE OPERATIONS RESULTING FROM THEM ARE GOVERNED BY FRENCH LAW. EXCEPTION TO THE FOREGOING, THE PARTIES EXPRESSLY AGREE THAT THE VIENNA CONVENTION OF APRIL 11, 1980 FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY. THEY ARE WRITTEN IN FRENCH. IN THE EVENT THAT THEY ARE TRANSLATED INTO ONE OR MORE LANGUAGES, ONLY THE FRENCH TEXT WILL BE AUTHENTIC IN THE EVENT OF A DISPUTE.