PREAMBLE :
Les Laboratoires SVR, single-member simplified joint stock company (SASU), with capital of €17,501,502.00, registered under number 617 080 098 RCS d'Evry, located at 2 Rue de la Mare à Blot, Le Plessis-Pâté (91220) including the intra-community VAT number is FR59617080098 (hereinafter “SVR”) markets dermo-cosmetic products as well as medical devices (MD) to customers with a specially designed physical sales space with a location dedicated payment system located immediately near the products and guaranteeing that the resale of these high-tech products to consumers is accompanied by personalized advice delivered by qualified personnel with professional training, particularly in the field of dermatology and also guaranteeing the presence permanent at the point of sale of a qualified pharmacist ensuring in particular the supervision of the personnel authorized to advise customers within the framework of personalized advice. These General Conditions of Sale apply to the products sold by SVR (hereinafter the “Products”) in Metropolitan France, including Corsica, to all customers defined above (hereinafter the “Customer(s)”). (s)") under names and trademarks belonging to it and/or of which it is licensed. They cancel and replace all previous conditions. The fact of SVR not availing itself of one or more of the stipulations of these conditions shall in no case constitute a waiver on its part of subsequently availing itself of said stipulations. These General Conditions of Sale may be modified by SVR subject to ONE (1) month's notice.
1. PRODUCTS & SEO
1.1 These General Conditions of Sale apply to Products resulting from SVR research and marketed by SVR (or any company mandated by it) at the time of receipt of the order.
1.2 The list of Products marketed as well as the information given in the SVR catalogs or online are given for information purposes only, SVR may be required to modify them.
1.3 SVR will inform the Customer of the launch of any new Product in order to enable implementation at the point of sale and marketing of said Products as soon as possible after launch.
SVR reserves the right to stop marketing a Product or a range of products. SVR will inform the Customer of any marketing stoppage within a reasonable time.
1.4 As part of the commercial partnership established between the Customer and SVR for the development of sales of the Products, the Customer undertakes to permanently reference the Products in the minimum quantities agreed for the current year, where applicable .
1.5 Products whose expiry date (including the minimum durability date) has passed (hereinafter “Expired Products”) cannot be sold by the Customer to consumers. The Customer is therefore prohibited from selling expired Products or encouraging their sale by third parties for a period of 10 years from the date of the last order.
2.RESPONSIBILITY
2.1 SVR undertakes to market to the Customer Products that comply with French and European regulations in force at the time of delivery in France.
2.2 SVR strives to deliver products manufactured according to cosmetic Good Manufacturing Practices (GMP).
2.3 In the event of non-compliance by SVR with its obligations rendering the product unfit for consumption or likely to harm human health, SVR undertakes to cover the direct and detailed damage actually suffered by the Customer. To this end, the Customer will transmit without delay (i) the batch numbers of the Products concerned, (ii) the packaging of the Products concerned, (iii) the subject and precise nature of the complaint and (iv), a description details of the damage suffered in the event of use of the Product by a consumer.
2.4 SVR's liability is strictly limited to the replacement of non-compliant and/or defective Products. This liability is excluded in the event of force majeure or similar, defective use, negligence or poor storage of the Products. This guarantee is exclusive of any other compensation and cannot be extended to non-material damage. Thus no commitment is made concerning the damage suffered by the Customer due in particular to the absence or discontinuation of Products or the loss of margin.
Samples given to consumers, at their request, have no contractual value.
2.5 The Customer also undertakes to comply with the European Cosmetics Regulations applicable on July 11, 2013 and in particular to check the labeling of the Products and to ensure that the storage and transport conditions of the Products do not compromise their quality or conformity. .
2.6 The Customer undertakes to inform SVR as soon as possible in the event of a modification to the list of stores.
3.ORDERS
3.1 Any order addressed to SVR implies express and unreserved acceptance by the Customer of these General Conditions of Sale which defeat the contrary provisions contained in any document emanating from the Customer which has not been accepted in writing beforehand by SVR.
3.2 Orders are placed in writing (fax or mail) or transmitted by EDI or computerized purchase order and only become final after their acceptance by SVR.
The order document must specify the references of the Products ordered, the quantities of each Product, the customer reference as well as the delivery address and the billing address if they differ.
Orders placed by the Customer must be free from errors and be sufficiently precise, the conformity of the orders being a determining condition for SVR's compliance with delivery times.
All orders are firm and cannot be revised by the Customer. Execution of the order constitutes acceptance of it by SVR.
3.3 SVR reserves the right to modify, refuse or cancel all or part of an order presenting an abnormal nature in terms of quantities, as well as in the event of a shortage of Products. SVR will inform the Customer concerned within 3 days of receipt of the order in question. These modifications or cancellations cannot give rise to any compensation or compensation of any nature whatsoever.
4. CODE-PACKAGING-SHIPMENTS
4.1 The Products delivered to the Customer have packaging on which a single bar code is printed and only the GTIN code EAN 13 appears on them.
4.2 The Products are packaged in boxes. The boxes are positioned on pallets for shipping as long as their number justifies it for optimal preservation of the Products.
4.3 All shipments will be subject to a shipping slip drawn up by SVR, including all information (order references, nature and quantities of the Products, shipping method, detailed packaging per package and pallet).
4.4 The shipping slip(s) will accompany the packages and will be attached in a plastic sleeve to the outside of each package or each pallet.
4.5 SVR reserves the choice of the mode of transport and the place of departure of the Products ordered.
4.6 The transport of goods is carried out by courier unless special transport conditions are agreed between SVR and the Customer.
5. DELIVERY/ RECEIPT
5.1 Unless otherwise expressly provided, the Products are delivered to the delivery address appearing on the order form for the first order of the year.
5.2 The goods are delivered free of charge for any order with a minimum amount of €200 (two hundred euros). For any order less than €200 (per delivery point and for the same date), shipping costs will be invoiced to the Customer.
5.3 Delivery times are three working days. They are given for information purposes only and only run from the day SVR is in possession of all the information necessary to execute the order. In the event of temporary unavailability of the Product, SVR will decide on the feasibility of subsequently shipping the remainder based on the number of units of the Product not delivered to the Customer. In the event of infeasibility, the order will be invoiced and paid for the number of units of the Product delivered to the Customer. In all cases, the initial delivery note will clearly indicate the temporary unavailability of the Product concerned.
5.4 SVR cannot be held responsible for delivery delays attributable to the carrier.
5.5 Exceeding delivery times cannot therefore give rise to damages, deduction and/or cancellation of orders in progress.
5.6 The transfer of risks takes place at the time of departure of the goods from the premises of SVR (or its logistics provider), the Products travel at the risk and peril of the Customer who is responsible for taking possession of them and carefully checking the condition of the goods. package upon receipt. From the arrival of the carrier in the warehouse or store to be delivered, the Customer undertakes, as well as the members of its network, to receive the Products ordered within a maximum of one (1) hour.
5.7 In the event of lack or damage to the Products delivered or in the event of non-compliance with the order, it is up to the recipient Customer to make any reservations in the presence of the driver on the duly dated and signed delivery slip, with a confirmation to the carrier by registered letter within three (3) days of delivery in accordance with article L 133-3 of the Commercial Code and to send a copy accompanied by the delivery note concerned by registered letter with request for notice of receipt to SVR (or its logistics provider) within five (5) days from receipt of the goods, under penalty of foreclosure of the claim against SVR.
6. PENALTIES
The penalties exceptionally accepted by SVR will be framed as follows:
6.1 The penalties are exclusive of any other penalty or compensation which may be claimed by the Client's member pharmacies;
6.2 Payment by SVR of penalties deprives the Customer of the right to terminate this agreement and/or to incur liability of SVR based on such a basis;
6.3 Supporting documents relating to the penalties claimed must be provided before any request for payment;
6.5 The benefit of any penalties is subject to the Customer sending order forecasts at least 8 weeks before the start of the orders in question.
6.6 SVR will not be penalized for incidents beyond its control (in particular in the event of refusal of the Customer's store or warehouse to accept the delivery, or incorrect orders) or caused by a case of force majeure or similar.
6.7 These penalties will be applied in accordance with the mandatory provisions of article 1231-5 of the civil code, particularly in the event of an amount disproportionate to the damage actually suffered by the party relying on them;
7. COMPLAINTS/RETURNS OF PRODUCTS
7.1 SVR does not accept in principle any return or resumption of delivered Products. Any Product returned without the prior agreement of SVR will not be enforceable against the latter.
7.2 Any complaint concerning the defect of the Products must be sent to SVR Customer Service by registered letter with acknowledgment of receipt within 10 days of delivery.
The complaint must specify the invoice number, customer number, delivery address, product, batch number and date of minimum durability as well as the day of delivery and the damage/defects/non- compliance noted.
7.3 The existence of any qualitative or quantitative non-conformity of the Products delivered must be noted in a contradictory manner and expressly recognized by SVR.
7.4 Products which have been the subject of a dispute must be kept by the Customer for possible contradictory inspection carried out by SVR.
7.5 In the particular case of Product withdrawals from the market and/or batch recall, the Customer undertakes to follow the specific recommendations put in place on a case-by-case basis by SVR.
8. PRICES – DISCOUNTS & DISCOUNTS
8.1 The price of the Products is determined in euros excluding taxes on the basis of the price in force on the day the order is registered by SVR after application, where applicable, of any price reductions. However, in the event of an abnormally high order compared to the volumes usually ordered, in particular in the weeks preceding a price change or a promotional operation, the goods will be invoiced on the basis of the price in force at the time of their receipt. As an exception, pre-orders of solar products will be invoiced on the basis of the price in effect on the day the order is delivered.
8.2 No later than December 1 of each year, SVR will communicate to the Customer its general conditions of sale, within the meaning of article L441-1 of the commercial code.
8.3 Unless specifically agreed, SVR reserves the right to increase its price during the year subject to compliance with a notice period of ONE (1) month.
Taxes and possible customs clearance costs relating to the Products are the responsibility of the Customer.
8.4 SVR reserves the right to grant discounts applicable to the current price of the Products.
8.5 Discounts will be applied to each invoice for each order.
8.6 In the event that SVR notices, during a visit to the Customer's point of sale, non-compliance with the commitments made, it reserves the right to immediately suspend the application of the agreed discounts.
8.7 SVR reserves the right to grant conditional end-of-year discounts to certain of its Clients under conditions to be negotiated on a case-by-case basis.
The amount will be calculated as a percentage of the discounted net turnover (including any tax or fee), invoiced and paid in accordance with the agreed payment deadlines.
Invoices not paid by the due date as well as sales of Products to pharmacies located abroad or in the French Overseas Territories, where applicable, will be excluded from the basis for calculating end-of-year discounts.
No debit note or compensation of any kind may be deducted from invoices due to SVR without its written consent.
8.8 Payment of the rebate will be accompanied by detailed proof of the reference turnover.
8.9 In the event that Products are delisted by the Customer during the year, SVR will adapt the discount rate to the actual number of Products finally listed.
9. PAYMENT
9.1 In the absence of agreement to the contrary, payment by the Customer is made 30 days from the date of issue of the SVR invoice.
Unless specifically agreed, no discount will be applied in the event of cash payment upon receipt of the invoice or in the event of advance payment before shipment.
9.2 Failure to pay on the agreed due date will automatically result in (i) the exclusion of unpaid invoices from the basis for calculating end-of-year discounts and, where applicable, from the commercial cooperation agreement. or other services (ii) the application of a penalty equal to 3 times the legal interest rate, and (iii) the liability as damages and interest for compensation equal to 18% of the sums remaining due as well that the payment by the Customer of the fixed compensation for recovery costs provided for by law n°2012-387 of March 22, 2012 set by decree 2012-1115 at €40.
Furthermore, all other sums remaining due to SVR by the Client, even if not due, will become immediately due.
9.3 In the event that the Customer owes several payments to SVR, it is agreed that the payments will be charged to the oldest debts. Consequently, the Customer expressly waives the provisions of articles 1347 et seq. of the Civil Code.
9.4 SVR reserves the right to determine for each of its Clients the maximum amount of outstanding supplier credit granted, based in particular on the financial information communicated to it and the credit authorizations issued.
9.5 In the event of deterioration of the Customer's credit, in the absence of sufficient financial information, in the event of solvency risk or in the event of late or non-payment when an invoice is due, SVR reserves the right to require from it the following guarantees (i) payment before shipment of the Products (ii) to remove the payment facilities granted.
9.6 New SVR Customers must, for any request to open an account, present the documents necessary for opening a customer account (K-bis, RIB, etc.).
SVR reserves the right to request payment in advance before shipping the goods for any order placed by a Customer who does not have an account on its books.
9.7 In the event of collective proceedings opened against the Customer, payment for orders will be made by advance payment (without discount) at the latest upon delivery of the Products.
9.8 Any complaint concerning invoices must be brought to the attention of SVR by registered letter within 10 days of receipt of the invoice.
9.9 Incomplete delivery of an order cannot justify refusal of payment for the Products delivered. SVR reserves the right to issue partial invoices as the Products are supplied.
10. RESERVATION OF OWNERSHIP
SVR PRODUCTS ARE SOLD WITH A CLAUSE EXPRESSLY SUBORDINATING THE TRANSFER OF THEIR OWNERSHIP UPON FULL PAYMENT OF THE PRICE IN PRINCIPAL AND ACCESSORIES. PAYMENT OF THE PRICE IS DEEMED MADE UPON COLLECTION OF FUNDS.
Any clause excluding reservation of ownership possibly inserted by the Customer in one of its documents, invoices or general conditions of purchase is deemed null and unwritten.
The Customer will ensure that the identification of the Products is always possible.
The Customer must have the Products concerned herein insured against loss and damage and notify SVR of any measures taken by third parties on said Products.
In the event of non-payment, the return of the Products occurs at the sole initiative of SVR or its substitutes, at the expense and expense of the Customer.
In the event of partial payment, any sums already paid would remain acquired by SVR as damages.
11. INTELLECTUAL PROPERTY
11.1 The Customer acknowledges that the brands, models, drawings, formulas, formulation concept, software, process, know-how, development, invention, technology provided to him (all or part) for the execution of the order as well as for the subsequent resale of the Products remains the exclusive property of SVR.
11.2 The reproduction of these elements on behalf of the Customer or a third party is strictly prohibited without prior written authorization from SVR after submission of a proof by SVR of the visuals of the Products, brands and/or logos.
12. CONFIDENTIALITY
Projects, documents and information of any kind transmitted by either Party may not be used by the other Party for any purpose other than the execution of the order. The Parties undertake, before, during or after execution of the order, to reveal, communicate to any third party or use directly or indirectly, partially or totally, information and data of any nature linked to the order and/or the conditions of collaboration, appearing therein or communicated by one or the other of the Parties or by a third party.
13. RESALE OF PRODUCTS
13.1 The Products ordered by the Customer and delivered to the latter are intended for resale to consumers under the conditions defined in the preamble. The Products, in particular due to the requirements relating to their composition, their packaging and the mandatory information that must accompany them, are intended to be marketed within the European Economic Area.
13.2.
The Customer can obtain supplies from any reseller provided
that it is established in the European Economic Area. He cannot resort to any other source of supply.
13.3. Without prejudice to the stipulations of article 13.4, the Customer undertakes not to promote and/or market the Products to countries which are not located within the European Economic Area.
The Customer undertakes to take all necessary precautions to ensure that its direct customers do not market the Products outside the European Economic Area.
The Customer is prohibited from delivering a new product during the year following its launch without first ensuring that SVR has already put this product on sale within the country of the European Economic Area where the order comes from. .
In any event, without prejudice to the possibility for SVR to terminate the contract and/or business relations with the Customer in the event of non-compliance with this article, the Customer will assume full responsibility for the conformity of the Products. marketing procedures and/or national regulations, in particular those relating to packaging, labeling, consumer information or the use of their national language.
13.4 SVR informs the Customer that it has granted exclusive marketing rights for its Products to certain distributors abroad.
The list of territories granted exclusively or reserved to SVR which may change regularly will be communicated to the Client upon request.
Consequently, the Customer who declares himself fully informed of the existence of agreed exclusivities is prohibited from actively promoting and reselling the Products in these territories without the express prior written agreement of SVR.
Active sale of Products in an exclusive licensed territory means any active targeting of customers through visits, letters, emails, calls or other means of direct communication or through advertising and promotion targeted, offline or online, for example by means of print or digital media, including online media, price comparison services or search engine advertising targeting customers in these territories, the exploitation of a website whose top-level domain corresponds to these territories, or the fact of offering languages commonly used in these territories on a website. The Customer retains the right to respond to spontaneous requests from individual customers, provided the sale has not been initiated by active targeting of the customer, customer group or territory.
In this case, the Customer undertakes to keep double the invoices corresponding to these sales available to SVR representatives for one year.
13.5 For reasons of traceability of the Products, the Customer undertakes to respect and ensure compliance with the legal and regulatory provisions in force applicable to the safety and traceability of the Products by its own buyer.
13.6 The Customer undertakes to implement and guarantee effective traceability of the Products. If necessary, this traceability will make it possible to immediately organize the withdrawal or urgent recall of the Product(s) which may be required by SVR and/or regulatory authorities.
The Customer undertakes to be able to identify, where applicable, any distributor, economic operator, health establishment or health professional to whom he has directly supplied a medical device or cosmetic product.
The Client undertakes to cooperate with SVR to achieve an appropriate level of traceability.
The Customer undertakes not to alter the containers, packaging, labels and/or packaging of medical devices and/or cosmetic products, in particular not to remove the mandatory information intended to respect traceability and/or consumer information.
13.7 SVR reserves the right to audit the quality of the information kept by the Customer in order to ensure compliance by the Customer with its obligation to ensure effective traceability of the Products.
13.8 The Customer undertakes to comply with all mandatory provisions applicable to Medical Devices (hereinafter the “MD”), arising in particular from EC Regulation No. 2017/745, in particular in terms of controls, notifications, traceability, monitoring post-marketing, corrective measures, confidentiality and cooperation with SVR and relevant authorities. Thus, the Client undertakes in particular the following commitments concerning DMs
- Check that the MD bears the CE marking and that the SVR manufacturer has produced the EU declaration of conformity,
- Check that the SVR manufacturer is identified, that the labeling is compliant and that the MD is accompanied by the information that the manufacturer is required to provide,
- Check that there is an IUD (when the system is applicable),
- In the event of non-compliant DM, do not sell the product and inform the manufacturer SVR,
- If the Customer considers or has reason to believe that the MD presents a serious risk or is a falsified device, inform SVR and the authorities,
- Respect the transport and storage conditions established by the SVR manufacturer,
- Cooperate with the SVR manufacturer and the authorities in the event of non-compliant MDs to take the necessary corrective measures (withdrawal from the market, recall, compliance),
- Transmit complaints or incidents to the SVR manufacturer,
- Keep a register of complaints about non-compliant devices and recalls and withdrawals, and keep the manufacturer informed of these monitoring activities and provide them with any information upon request,
- Communicate all the information at their disposal in the event of a request from the authorities,
- Provide free samples to authorities if necessary.
13.9. The Customer undertakes to respect all mandatory provisions applicable to cosmetic products and in particular to:
- Report all serious adverse reactions to SVR and the competent authorities,
- Check that the labeling is compliant,
- Check that language requirements are met,
- Check that the specified minimum durability date, if applicable, has not passed,
- In the event of a non-compliant product or whose specified minimum durability date has passed, do not sell the Product and inform the manufacturer SVR,
- If the product presents a risk to human health, inform SVR and the authorities,
- Respect the transport and storage conditions established by the SVR manufacturer,
- Cooperate with the SVR manufacturer and the authorities in the event of non-compliant cosmetic products to take the necessary corrective measures (withdrawal from the market, recall, compliance).
13.10. Online resale - Any use of a website or marketplaces by the Customer for the promotion or sale of Products must comply with the conditions for online resale as referred to in SVR's General Conditions of Online Sale. Thus the Customer undertakes, prior to any online marketing of the Products, to submit to SVR in writing, each method of online distribution of the Products, as well as the related internet pages, so that SVR can verify compliance with the conditions of online resale.
14. PROVISIONS OF COMMERCIAL COOPERATION SERVICES
14.1 Subject to compliance with the rules relating to advertising relating to MDs marketed by SVR among the Products, to promote the marketing of the Products, the Customer may agree to offer consumers at its point of sale promotional offers at the point of sale . The Customer is solely responsible for setting prices, their advertising as well as the promotional offers it presents to consumers.
14.2 The services provided by the Customer to boost sales of Products upon their resale to consumers will be invoiced directly by the Customer to SVR in accordance with article L.441-9 of the Code of Commerce, as soon as the promotional offers have been previously accepted in writing by SVR.
14.3 Any offer of promotional services proposed by the Customer and accepted by SVR may be the subject of a prior application contract mentioning the operation, its date and its conditions if they differ from the conditions of the year agreed in the case. applicable at the start of the year.
14.4 Any invoice for the provision of services intended to promote the marketing of the Products will be paid within SIXTY (60) days of the invoice date subject to joint receipt of the corresponding proof relating to the successful completion of commercial cooperation services and/or other services that SVR will have acquired Payment of the invoice issued by the Customer does not constitute a presumption of the reality of the service and its effective performance.
15. PROMOTIONAL (“PIN”) AND LOYALTY OPERATIONS
15.1 SVR reserves the right to occasionally offer operations during the year allowing it to directly grant advantages to consumers, on certain of its Products, through the Customer (hereinafter the “PINs”). The Customer's participation in these promotional operations is optional, the latter remaining free not to join them and therefore to only market Products not covered by these offers.
15.2. An estimate of orders placed by the Customer during the promotional or advertising period must be sent to SVR at least eight (8) weeks before the start of the operation concerned. No penalty will be borne by SVR if this order estimate is not respected.
15.3 As part of the PINs, the Customer undertakes to provide proof attesting to the number of units sold over the month, over the duration of the operation by any objective means, at the discretion of SVR (example: screen copy of the Client's ERP, accounting extract, cash outflow, etc.)
15.4 In order to allow SVR to optimize its investment in one-off NIP operations, and to reach a maximum number of consumers, the Customer undertakes to sell a maximum of six (6) units per Product reference per end customer, per Act of purchase.
15.5 At the end of the PINs, there will be no return of Promotional Products that remain unsold. The other practical and financing arrangements for these NIPs will be agreed subsequently on a case-by-case basis.
15.6 SVR offers, via its “SVR FAMILY” application, a loyalty program open to all of the Client’s staff, upon simple registration (hereinafter the “Program”). The terms of participation and the conditions of the Program are detailed on the SVR FAMILY application. Unless prohibited or written instructions received by SVR from the Client's legal representative, the latter authorizes its employees to participate in said Program.
16. PROTECTION OF PERSONAL DATA
16.1 The Client undertakes to respect and ensure compliance by its employees with the regulations applicable to the protection of personal data and in particular Regulation 2016/679/EU of April 27, 2016 “relating to the protection of natural persons at the with regard to the processing of personal data and the free movement of this data" entered into force on May 25, 2018 and Law No. 78-17 of January 6, 1978 relating to computing, files and freedoms notably amended by adaptation law n°2018-493 of June 20, 2018 relating to the protection of personal data.
16.2 SVR, as data controller, implements processing of personal data for the management of its relations with the Client. The information collected is essential for this processing and is intended for the relevant services of SVR and, where applicable, its service providers and/or its subcontractors. They are kept for the entire duration of the commercial relationship and ten years from the end of it. Any natural person concerned has a right of access, rectification and deletion of their personal data collected, but also a right to data portability, the right to be informed in the event of data piracy and the right to be informed about the use of this data, which rights can be exercised by sending SVR an email to the address dpo@ydes-avocats.com or a postal letter to the address: LABORATOIRES SVR, Department in charge of personal data management, ZAC de la Tremblaie, 91220 Le Plessis-Pâté accompanied by a copy of their identity document. It also has the right to lodge a complaint with the Commission Nationale de l’Informatique et des Libertés (CNIL), in particular on its website “www.cnil.fr” or by mail.
17. FORCE MAJEURE
SVR cannot be held liable if the non-performance or delay in the performance of one of its obligations results from a case of force majeure.
As such, force majeure is understood as an event whose occurrence escapes the reasonable control of SVR, such as in particular natural phenomena, war, social conflicts, shortage of raw materials and energy, epidemics, delays in transport, or similar events such as supply difficulties, accidental stoppage of production, etc.,
18. COMPETENT JURISDICTION - APPLICABLE LAW
Orders addressed to SVR will be exclusively submitted and interpreted according to French law.
The Commercial Court of Evry (91) will have sole jurisdiction over any dispute between SVR and the Customer, even in the event of summary proceedings, incidental requests, warranty claims or multiple defendants.
