Terms and conditions of sale
PARTIES
These General Terms and Conditions of Sale apply between :
LCB COSMETIQUES, a simplified joint stock company with capital of €6,500, headquartered at 101, rue de Perpignan – 34880 LAVERUNE, France, registered in the Montpellier Trade and Companies Register under number 513 498 915,
hereinafter referred to as ” LCB
AND
ANY individual or legal entity acting as a professional within the meaning of the French Consumer Code, primarily in the field of aesthetics, contracting with LCB for the marketing of cosmetic products supplied by LCB from the Bio by Oxalia range,
hereinafter referred to as the ” Reseller “.
DEFINITIONS
“Order Form”: any written document issued by the Reseller containing the information and characteristics necessary and required to conclude the sale.
“General Terms and Conditions of Sale” means this document, any appendices thereto, in particular the price brochure and the OXALIA product catalog, and any amendments thereto.
FIELDS OF APPLICATION
In accordance with Article L. 441-1 of the French Commercial Code, these General Terms and Conditions of Sale, together with the Purchase Order, form the sole basis of the commercial relationship between the parties.
The purpose of the General Terms and Conditions of Sale is to define the terms and conditions automatically applicable to any sale between LCB and the Reseller.
LCB Cosmétiques does not grant its Resellers any geographical exclusivity in the marketing of its products, but endeavors to maintain a coherent geographical network of institutes using our products and treatment protocols.
The sale is deemed concluded on the date of acceptance of the Purchase Order by LCB.
By signing or sending the Order Form under the conditions set out below, the Reseller acknowledges that he has read these General Terms and Conditions of Sale, as referred to in article L. 441-1 of the French Commercial Code, and accepts them without restriction.
Any sale implies the Reseller’s unreserved acceptance of these General Terms and Conditions of Sale, which prevail over all other conditions, with the exception of those expressly accepted by LCB.
The information contained in the OXALIA product catalog, the price list and the Order Form is given for information only and may be revised at any time by LCB.
ORDER
The sale is firm and final upon acceptance of the Purchase Order by LCB.
The order may be cancelled by the Reseller or its content modified in writing no later than 48 hours before the date of collection or dispatch of the goods as stated in the Purchase Order.
When the Purchase Order is signed by hand, the General Terms and Conditions of Sale are attached to the Purchase Order.
When the Purchase Order is signed electronically, the sale is considered complete when the Reseller accepts these General Terms and Conditions of Sale by ticking the appropriate box.
In the event of transmission by electronic means, the production of a copy of the electronic correspondence by LCB will be deemed proof of the existence of the order, unless the Reseller provides proof to the contrary.
AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS OF SALE
LCB reserves the right to modify these General Terms and Conditions of Sale at any time.
Any modification of the present General Terms and Conditions of Sale will be deemed accepted and enforceable against the Reseller if the latter, having been informed of the said modifications, does not expressly object in writing to the new General Terms and Conditions of Sale within a period of fifteen days from the communication by e-mail, to the e-mail address communicated by the Reseller in the Order Form, of these new conditions.
LCB warrants that the products and services provided hereunder will be substantially in accordance with the needs of a standard user. To the exclusion of any obligation of result, LCB assumes obligations of means. The present warranty is exclusive of any other warranty. LCB excludes all other warranties, express or implied, including, but not limited to, any warranty of quality or fitness for a particular purpose.
PRICES AND PAYMENT TERMS
Rates
The applicable prices are those shown in the price brochure with prices on the day of the order, appended to these General Terms and Conditions of Sale.
No rebates, discounts or discounts will be granted to the Reseller.
Prices are firm and definitive and are in euros, exclusive of VAT.
These rates may be modified at any time, for example in the event of changes in tax or economic data. Price changes do not entitle the Reseller to cancel his order. However, LCB undertakes to inform the Reseller of any price changes as soon as possible, and at least seven (7) days before the invoice is issued. Invoices are drawn up in accordance with the tariff in force on the day of collection or dispatch of the goods.
Terms of payment
Invoices are payable within thirty (30) days of the invoice date.
By exception, when the Reseller places his first order with LCB, the first corresponding invoice will be issued and payable in full on the day the Purchase Order is concluded.
LCB accepts the following methods of payment: secure online payment, bank transfer, raised bill of exchange (subject to LCB’s express acceptance) or direct debit from a bank or post office account (SEPA mandate).
Any payment made to LCB is deducted from the sums due, whatever the cause, starting with those that are the earliest to fall due.
Default of payment
Agreed payment dates may not be delayed for any reason whatsoever, including in the event of a dispute.
Any sum not paid on the due date will automatically give rise, without formal notice, to the application of late payment penalties calculated on the basis of a rate equal to 3 times the legal interest rate, without this penalty affecting the payability of the principal sums due.
In addition, any delay in payment will result in the invoicing to the defaulting Reseller of collection costs amounting to 40 euros, to which will be added, where applicable, the costs and fees of any persons empowered to carry out the said collection, the immediate payment of all sums remaining due whatever the agreed deadlines, increased by an indemnity of 20% of the amount by way of penalty clause, as well as the possibility of unilaterally terminating the contract to the fault of the Reseller.
In the event of non-payment of due dates, and after a formal notice has remained unsuccessful for a period of 7 days from the date it was sent, LCB is entitled to prevent collection or not to proceed with delivery of orders in progress until full payment of the sums owed by the Reseller and not to accept Resellers and their employees enrolled in a training course provided by LCB.
If, during a previous order, the Reseller has failed to meet one of his obligations (in particular, default or late payment), he may be refused sale unless he provides sufficient guarantees or cash payment.
No compensation
Except with LCB’s express, prior and written agreement, and on condition that the reciprocal receivables and debts are certain, liquid and due, no compensation may be validly effected by the Reseller between any penalties in the event of late delivery or failure to deliver, and the sums owed by the Reseller to LCB in respect of invoiced orders.
DELIVERY – CONFORMITY
Delivery times and conditions
Delivery may be made, at the option of the Reseller, to the address indicated on the Order Form or to a relay point.
Delivery costs are invoiced as indicated on the Purchase Order.
The delivery times shown on the Order Form are given purely as an indication and without any guarantee. Delays in delivery do not entitle the Reseller to cancel the sale or refuse the goods. Nor may they give rise to withholding, penalty or damages.
Goods travel at the risk of the Reseller, who is responsible for checking that they are in good condition at the time of delivery. If damage or shortages are noted, the Reseller must make precise and complete reservations on the transport document and reiterate his justified protest in the form and within the time limits stipulated in article L. 133-3 of the French Commercial Code.
However, a Reseller who has not received delivery by the specified date may, after 120 days, cancel all or part of his order by any written means, subject to formal notice having been served without success. In the event that the invoice attached to the cancelled order has already been paid in full or in part, the sum paid by the Reseller and corresponding to the undelivered goods will be reimbursed within 20 days of confirmation by LCB of the cancellation of the order. Cancellation may not give rise to penalties or damages.
Goods warranty
It is the Reseller’s responsibility to check the goods on delivery, in particular for references, quantities and quality, as well as their conformity with the order. No claim will be taken into account after a period of twenty-four (24) hours from the date of delivery, with the exception of claims resulting from a fact or event attributable to the carrier, its employees or subcontractors, which must be made within a maximum period of eight (8) hours from the signing of the delivery note.
Goods found to have a non-conformity defect that has not been contested and reported within this period will be replaced or repaired, to the exclusion of any compensation whatsoever. Similarly, if the goods appear to be affected by a defect, the warranty is strictly limited to repair or replacement, to the exclusion of any compensation.
Reservation of ownership
Goods are sold subject to reservation of title.
LCB retains ownership of the goods until full and effective payment of the price by the Reseller and any related late payment penalties.
In the event of non-payment by the due date, LCB may reclaim the goods and terminate the sale.
These provisions do not preclude the transfer of risk in the goods sold upon delivery.
WARRANTY – LIABILITY
Warranty
The products sold are covered by the legal warranty against hidden defects, as defined in article 1641 of the French Civil Code.
Liability
LCB’s liability is limited to the direct, personal and certain prejudice suffered by the Reseller and linked to the failure in question. LCB may not under any circumstances be held liable for indirect damage such as, in particular, commercial prejudice, loss of orders, damage to brand image, commercial disturbances and loss of profits or customers.
Furthermore, the Reseller acknowledges that LCB will not be liable for any loss of profit suffered by a third party and for any claim or legal action directed or brought against the Reseller by a third party.
In any event, LCB’s liability, whatever the cause or basis, cannot exceed, in total, the sums paid by the Reseller to LCB for the supply of the goods.
Force Majeure – Reseller’s fault
LCB shall not be held liable in the event of Force Majeure or the Reseller’s Fault, as defined in the present article:
Force Majeure: For the purposes of these General Terms and Conditions of Sale, any impediment, limitation or disturbance due to fire, epidemic, explosion, earthquake, collapse of installations, flood, power failure, war, embargo, law, injunction, request or requirement of any government, requisition, strike, boycott or other circumstances beyond the reasonable control of LCB shall be deemed to be a case of force majeure enforceable against the Reseller. In such circumstances, LCB shall be excused from performing any of its obligations under this Agreement.
its obligations to the extent of such impediment, limitation or inconvenience.
Reseller’s fault: For the purposes of these General Terms and Conditions of Sale, any misuse of the goods, fault, negligence, omission or default on the part of the Reseller or its agents, or failure to follow the advice given by LCB, shall be deemed to be a fault of the Reseller and may be invoked against the Reseller.
In particular, the Reseller undertakes to market LCB goods and products after ensuring that said products are suited to the needs and characteristics of its customers.
CONFIDENTIALITY
The Reseller undertakes not to divulge LCB’s confidential information or trade secrets and not to use such information and secrets for any purpose other than that relating to the intended use of the products. Any information obtained from LCB which is not in the public domain will be considered confidential. The Reseller will take all useful precautions to prevent prohibited disclosure or use of confidential information or trade secrets. This obligation shall survive as long as the information concerned has not fallen into the public domain.
TRAINING
LCB offers various training courses to consolidate and/or enhance the skills of retailers selling products from the Bio by Oxalia range.
These Training courses are not free of charge. The content, price, duration, location and dates of the Training Courses are communicated to the Reseller upon request to the following e-mail address: formation@oxalia.eu.
All the documentation sent to the Reseller and the processes/know-how taught during these training sessions remain the full property of LCB and are not transferable to any other person.
Thus, in the event of termination of the contractual relationship between the parties, the Reseller undertakes to return to LCB without delay all documents provided to him (on all media) and to stop using the protocols taught to him during training sessions.
As the credibility of the Oxalia brand is at stake with a national audience, LCB is already authorized to no longer apply the commercial conditions or seasonal offers usually proposed / practiced with a Reseller if he/she has not fully completed a 3-day Basic Training course within 6 months of his/her first order.
In addition, LCB is already authorized to terminate its business relationship with a Reseller without prior notice if the Reseller has not taken part in the basic training course known as “Oxalia® Bio Aesthetics Specialist” & “Oxalia® Facial Rituals”, comprising one day of distance learning and two days of face-to-face training respectively, within 12 months of his or her first order.
REFERENCING
LCB offers to list its Resellers on its website www.oxalia.eu
Each Reseller will be free to request this referencing and its possible withdrawal by a simple e-mail expressing his clear and unequivocal will addressed to: cm@oxalia.eu
LCB undertakes to process the request (for referencing or withdrawal) as quickly as possible, and in any event within 1 month.
LCB reserves the right to refuse the Reseller’s request for referencing (or to withdraw it without delay and without prior notice) if any of the conditions below are not respected at the time of the said request or during the referencing process, namely :
– the Reseller has taken or will have taken the Training course within twelve months of the date of his first order;
– the Reseller will have placed one or more orders with LCB in the last 12 months for an amount of at least €1000 excluding VAT;
– the Reseller will have complied with all of its obligations under the present General Terms and Conditions of Sale, and in particular the prompt payment of invoices;
– the Reseller will have adopted a loyal attitude towards LCB by refraining in particular from any expressions or negative public comments made against LCB and/or its products marketed under the Bio by Oxalia range.
INTELLECTUAL PROPERTY
The Reseller may not claim any right to LCB’s trademarks and distinctive signs, in particular those used under the name “Oxalia”.
It is expressly understood that all elements and information supplied by LCB to its Reseller (including graphic elements), whether or not used by the latter, remain the full and complete property of LCB.
Consequently, the Reseller is prohibited from using, copying or reproducing these elements, in whole or in part, by any means and in any form whatsoever, for purposes other than the marketing of cosmetic products ordered directly from LCB.
In the event of termination of business relations between the parties, the Reseller undertakes to immediately cease all commercial communication that includes the wording and/or visual identity “Oxalia”.
GENERAL PROVISIONS
Applicable law – Disputes
These General Terms and Conditions of Sale are governed by French law. Any disputes arising in connection with the execution of these General Terms and Conditions of Sale must be submitted to LCB for amicable settlement prior to any legal action. IN THE EVENT OF A DISPUTE WITH A RESELLER-CUSTOMER-MERCHANT, THE COURTS OF LCB’S REGISTERED OFFICE SHALL HAVE SOLE JURISDICTION.
Dispute
Except for those for which a shorter period is specifically mentioned herein, the Reseller’s disputes relating to the present contract and its consequences cannot be taken into account after the expiry of a period of 1 year from the occurrence of the disputed event.
No waiver
LCB’s temporary or permanent refusal to invoke one or more clauses of these General Terms and Conditions of Sale shall in no way imply a waiver of its right to do so.
Divisibility
Should any clause of these General Terms and Conditions of Sale be declared null and void by a court decision, such nullity shall not entail the nullity of all other clauses, which shall remain in full force and effect.
Personal data
The personal data collected from Resellers is processed by LCB. It is recorded in its customer file and is essential for processing orders. This information and personal data is also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as is necessary for the execution of orders and any applicable guarantees.
The data controller is LCB. Access to personal data will be strictly limited to employees of the data controller, authorized to process such data by virtue of their position. The information collected may be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the Reseller’s authorization being necessary.
In the performance of their services, third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, LCB will not sell, rent, transfer or give third parties access to the data without the Reseller’s prior consent, unless it is obliged to do so for a legitimate reason.
If the data is to be transferred outside the EU, the Reseller will be informed and the guarantees taken to secure the data (for example, the external service provider’s adherence to the “Privacy Shield”, adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified to him.
In accordance with applicable regulations, the Reseller has the right to access, rectify, delete and port data concerning him or her, as well as the right to object to processing for legitimate reasons. These rights may be exercised by contacting the data controller at the following postal or e-mail address: contact@oxalia.eu. In the event of a complaint, the Reseller may submit a complaint to the Commission Nationale de l’Informatique et des Libertés.
