Article 1 : Application, enforceability and amendment of the standard terms of sale
1.1. To enable each buyer to place its orders, these standard terms of sale shall be sent or provided as a matter of course. Therefore, the buyer, when it places an order, entirely and unreservedly accepts these standard terms of sale, to the exclusion of any other documents issued to date by the seller and which are issued for information only.
1.2. No special term may take precedence over these standard terms of sale, except with the seller’s formal acceptance in writing. The seller failure to assert any one of these standard terms and conditions at a given time may not be interpreted as a waiver to subsequently asserting any one of said terms.
1.3. Orders shall be final only when they have been confirmed by fax. The benefit of the order is personal to the buyer and it may not be assigned without the seller’s agreement.

Article 2 : Offer
Our offers are not contractual, unless a period of validity is expressly mentioned. The offers of goods in stock are made, provided that sale takes place while stocks are available.

Article 3 : Documents, intellectual property, confidentiality
3.1. Information in catalogues and in prospectuses and other sundry information are provided for information purposes only and do not give rise to any commitment, unless otherwise agreed in writing. The seller reserves the right to make any change, inter alia, in shape, colour, size or materials to the packaging or over-packaging whose representations and descriptions appear on advertising leaflets.
3.2. The seller shall retain title to documents, special information, studies, technical sheets, photographs, reproductions, packaging, point of sale advertising and sales materials provided to the buyer. The buyer may not use same unrelated to the marketing of the products, following the seller’s express agreement, or knowingly or unknowingly disclose same to third parties and it undertakes to take all useful measures for this purpose. Any document or object that the seller provides must be returned to it upon its simple request. In the event the sale is not contracted, the documents, sheets and studies provided in support of the offer must be returned to the seller, at its request, within 8 days as from its request.

Article 4 : Price, customs, transport
4.1. The products are supplied at prices applicable upon placing the order.
4.2. In the event of a price review, which may take place at any time, the seller undertakes to inform the buyer thereof as quickly as possible and at the latest prior to placing the order, by letter sent by post or fax.
4.3. The prices are quoted net for loose products, boxes included, but the costs of pallets and pallet making in addition, ex our warehouses, excluding taxes based on the prices disclosed to the buyer. The buyer shall exclusively bear any tax, duty or other service to be paid by virtue of the decisions of the authorities or regulations of French or of French overseas territories, those of an importing country or a country of transit.
4.4. The buyer shall bear the expense of all transport, insurance and customs operations and the supplies, regardless of the special terms agreed between the parties, in particular, regarding the burden of the transport cost shall travel at the buyer’s risks, notwithstanding the provisions relating to retention of title.

Article 5 : Invoicing
An invoice shall be drawn up for each delivery and delivered at the time thereof.

Article 6 : Delivery
6.1. The seller reserves the right to make any change that it deems to be useful to its products and it shall not be obligated to modify products recently delivered or being ordered; it reserves the right to change the models defined in its prospectuses or catalogues without prior notice.
6.2. Delivery shall be made either by direct delivery of the product to the buyer or to the carrier or by simple notice of availability.
6.3. Deliveries shall be made only depending on availability and in the order of arrivals following collection of the part payment provided for in article 9.1. The seller shall be authorised to make global or partial deliveries. The delivery time is specified at the buyer’s request as exactly as possible but depending on the seller’s supply and transport possibilities. Delivery time overruns cannot give rise to damages, withholding or cancellation of orders in progress. However, if the product has not been delivered within one month after the date of delivery given for information, for any reason other than a force majeure event, the sale may be cancelled at the buyer’s request, who cannot claim compensation in case of such termination. Force majeure is classified, inter alia, as: war, riot, fire, strikes, accidents, its inability to obtain supplies or to manufacture and the seller shall keep the buyer informed of force majeure cases and events. In any event, the delivery can be made in time only if the buyer is up to date with its obligations to the seller and the time limits are given for information only, unless the seller mentions a firm delivery time and it signs a document to this effect.
6.4. The products are deliverable in carriage payable to the agreed location; in any event, they travel at the consignee’s risks. The consignee shall be responsible, in the event of damage or missing products, to have all observations made and to confirm its reservations by extra judicial instrument or registered letter with acknowledgement of receipt to the carrier within 2 days of receipt.

Article 7 : Receipt
Without prejudice to the measures to be taken with regard to the carrier, claims regarding apparent defects or the non compliance of the product delivered in relation to the product ordered or the delivery slip must be made in writing within 2 days of the arrival of products. The buyer shall be responsible for providing all supporting evidence relating to the real nature of the defects or problems recorded and it shall facilitate the seller so that it may record said defects and remedy same. For products sold in bulk or packaged, the weight and measures on dispatch shall be authoritative with regard to the quantities delivered.

Article 8 : Returns
8.1. The seller’s return policy is as follows: the buyer may return faulty products only.
8.2. There must be a formal agreement between the seller and the buyer regarding the return of products. Any product returned without such agreement shall be kept at the buyer’s disposal and it shall not benefit from a credit note. The buyer shall always bear the costs and risks of return and no return shall be accepted following a 6 day period after delivery. The returned goods must be accompanied by a return slip to be attached to the parcel and they must be in the condition in which the supplier delivered them.
8.3. Any return accepted by the seller shall give rise to a credit note in favour of the buyer following a quantitative check of the products returned.

Article 9 : Terms of payment
9.1. Unless otherwise agreed in writing, payments shall be made on the following terms:
- when the buyer is located in the European Union or in the Swiss Confederation: payment of advance payment of 30% of the order then payment within 30 days following receipt of the goods by bank transfer, SWIFT, cheque or bank withdrawal following express authorisation and within the limit of the insured outstanding amount or the maximum amount of the outstanding amount authorised by Bariatrix Europe.
-when the buyer is not covered by our credit insurance or when he is located outside a member state of the European Union: payment of the entire price with the order.
The terms of payment may be delayed or modified, even if there is a dispute, only with the seller’s express agreement.
9.2. Payment pursuant to this article means not the simple remittance of a bill of exchange or the transfer order, but its payment on the agreed due date. Regardless of the method of payment, the date of payment considered shall be the date on which the supplier could avail of the amount.
9.3. There can be no withholding of payment or setoff with a claim contested by the seller. The terms of payment cannot be delayed or modified, even if there is a dispute.
9.4. In the event of late payment, the seller may suspend all orders in progress, without prejudice to any means of action and any amount unpaid on the invoice shall give rise by operation of law and without formal notice to the payment of an interest fine as from the due date of an amount equal to 1.5 times the legal interest rate, without prejudice to the payability of the debt. The amount of said interest fine shall be payable on simple request by the seller and may be charged by operation of law against any discounts, rebates or allowances owed by the seller. In the event of non payment 48 hours after formal notice that has not been complied with, the sale shall be cancelled by operation of law if the seller deems so fit. The seller may bring summary proceedings to obtain the return of products, without prejudice to any other damages. The cancellation shall effect the order in question but also all earlier orders unpaid, delivered or in the process of delivery and whether the payment thereof is due or not. In the event of payment by means of a bill of exchange, the non return of the bill of exchange shall be deemed to constitute a refusal to accept that shall be classified as a non payment. Likewise, when the payment is spread, the non payment of a sole instalment shall entail the accelerated payment of the entire debt, without formal notice.
9.5. If, after the order has been recorded, the seller becomes aware of the buyer’s adverse situation, it may require guarantees for its supply. Should it fail to obtain same, the seller shall be entitled to terminate the agreement or orders in progress.
9.6. A discount of 1% may be applied if the buyer located in the European Union or in the Swiss Confederation pays the entire price upon placing the order.

Article 10 : Credit Insurance
10.1. The seller reserves the right to use the services of a credit insurance company to cover the risk of accounts unpaid by its customers.
10.2. The credit insurer shall inform the seller of the maximum outstanding amount of cover. For this purpose, the buyer undertakes to provide the seller with all information needed to assess its economic and financial situation upon its simple request.
10.3. The seller shall notify the maximum outstanding covered by the insurance as well as any change in its amount to the buyer.
10.4. The seller reserves the right to require that the buyer pay any aggregate amount that exceeds the outstanding amount, whether its payment is due or not. Likewise, the seller may suspend any delivery of products if the insured outstanding amount were exceeded or were just exceeded by integrating the new order as long as a payment that brings the buyer’s within the insured outstanding amount has not been provided to the seller, without benefit for the employer to claim under the terms of this article 9.6.
10.5. Any change in the outstanding amount covered by the insurer shall be notified to the buyer and shall take effect immediately, such that any aggregate amount beyond said outstanding amount may be claimed within the meaning of article 10.4.

Article 11 : Retention of title
The goods are sold with a clause that expressly makes the transfer of title thereto subject to full payment of the price in principal, costs and incidental taxes, even though the risks of loss or deterioration of goods subject to the retention of title were transferred to the buyer. As long as the price has not been paid in full, the buyer shall keep the goods delivered separate and not mix them with other goods from other sales or suppliers. In the event of seizure or any other operation by a third party on the goods, the buyer must inform the seller thereof immediately so that it may object thereto and protect its rights. In the event of resale, the buyer undertakes to immediately notify the seller to enable it to exercise its right to claim the price from any sub-buyer. It shall immediately provide it with the names and address of the sub-buyer(s). The buyer undertakes to assign to the seller, if the latter so claims, in the event of default by the sub-buyers, the receivables relating to the resale of goods. The buyer cannot escape, on penalty of damages, the return of goods either to the seller or to any individual that it appoints. In the event of receivership or liquidation of the property and claims made under Section 115 et seq. of the Act of 10 June 1994, the advance payments that the seller receives shall be acquired as a penalty, without prejudice to additional damages (this provision shall not apply to the clientele that does not have trader status or public corporations).

Article 12 : Warranty
12.1. The products shall be covered by a warranty against any defect in materials or manufacturing for one year period as from the delivery for powder preparations and up to the sell by date for other products other than in powdery form, provided that the buyer has strictly complied with the storage and conservation conditions recommended by the seller. If the delivery of products is deferred for a reason beyond the seller’s control, the warranty period shall not be deferred.
12.2. Under the warranty, the sole obligation incumbent on the seller shall be free replacement at the seller’s expense. To avail of said warranty, all products must first be referred to the seller’s customer care department that must agree to any replacement. Any damages shall be expressly limited to the exchange of products supplied and to the value of the delivery, to the exclusion of any other damage, whether direct or indirect, loss of earnings or trading loss. Any other claims by the buyer, in particular, for the reimbursement of damages that have not occurred to the very object delivered shall be excluded, regardless of the legal basis.
12.3. The warranty shall not apply for apparent defects or the poor conservation or poor storage conditions of products. The seller’s warranty shall not apply in the event of defect caused by either raw materials supplied by the buyer or a design or formulation that it imposed. Any warranty shall also be excluded for defects or incidents related to accidental cases or force majeure (as provided for in article 6.3) or else a use at variance with the instructions for use given by the employer.

Article 13 : Jurisdiction and governing law
13.1. The courts in whose territorial jurisdiction the seller’s place of business is located shall have sole jurisdiction in the event of a dispute of any kind (including in the event of third party proceedings or several defendants) or dispute in connection with the formation or fulfilment of the order, regardless of the method of payment accepted as the payment is to be made at the seller’s place of business.
13.2. Any agreement entered into between the buyer and the seller shall be governed by French law.