GENERAL CONDITIONS OF SALE BETWEEN PROFESSIONALS
1/ SCOPE
In accordance with section L441-6 of the Code of Commerce, these General Conditions of Sale form the “unique base” of the commercial negotiation between the parties.
Their purpose is to define the conditions under which the company HF PERFUMES (The Supplier), a limited liability company, with a share capital of 2,000.00 euros whose head office is located at 5 Place Aux Aires, 06130 Grasse, registered at Grasse trade and company register under number 814993184 represented by Mrs. Hélène PREVOT, her current manager, provides professional buyers (the buyer / buyers) who so request, via the Supplier’s website, by direct contact or via a paper medium, the Perfumery products (the Products).
They apply without restriction or reserve to all sales completed by the Supplier to Buyers in the same category, whatever clauses may figure in the Buyer’s documents, in particular the general conditions of purchase.
In accordance with current regulations, these General Conditions of Sale are systematically communicated to any Buyer who asks for them, to allow the Buyer to place an order with the Supplier.
They are also communication to any distributor (exception wholesalers) prior to establishing a unique agreement as mentioned in section L441-7 of the Code of Commerce within the legal deadline.
Any order for products implies that the Buyer has accepted these General Conditions of Sale and the general conditions of use of the Supplier’s website for electronic orders.
Once they are accepted, these General Conditions of Sale will be valid in all relations between the parties until there are new General Conditions of Sale that the Client must necessarily accept before placing new orders.
The information shown in the Supplier’s catalogues, leaflets and price lists are given as an indication and may be revised at any time. HF PERFUMES is entitled to make any modifications to them that they consider useful, except for orders that have already been accepted by HF PERFUMES and respecting signed contracts.
In accordance with current regulations, the Supplier reserves the right to waive certain clauses in these General Conditions of Sale, according to its negotiations with the Buyer, by drafting Specific Conditions of Sale.
2/ ORDERS AND PRICE LISTS
2-1
Sales are only complete once the Buyer’s order has been expressly accepted in writing by the Supplier, who will ensure – in particular – that the requested products are available. Orders must be confirmed in writing, by means of a purchase order duly signed by the Buyer.
The Supplier offers the possibility of placing orders electronically (including acceptance and confirmation), allowing the Buyer to order products in the most convenient and fastest conditions.
For orders placed exclusively via the Internet, the registration of an order on the Suppliers website is accomplished when the Buyer accepts these General Conditions by ticking the box provided for this purpose and validating his/her order. This validation implies acceptance of all these General Conditions of Sale and constitute proof of the sales contract. The consideration and the acceptance of the order are confirmed by e-mail. The data recorded in the Supplier’s computer system constitute proof of all the transactions completed with the Buyer.
2-2
Products are supplied at the price shown in the Supplier’s price list on the date the order is placed and – if applicable – in the specific commercial proposition addressed to the Buyer. These prices are fixed and non-revisable during their period of validity, as indicated by the Supplier. These prices are firm and non-revisable during their validity, as indicated by the Supplier.
These prices are net and pre-tax, ex- Supplier’s registered office, packaging is extra. They do not include transport, any customs charges or insurance, which are charged to the Buyer.
Orders may be placed by e-mail, post or fax. With regard to orders placed by e-mail, only those sent to the following address will be processed: helene@hfperfumes.
For any additions, only requests sent by e-mail will be taken into account within two working days at the most. HF PERFUMES will not fail to mention on its website any holiday periods during which orders will be suspended.
Any orders that are not checked by the client upon reception may not benefit from credit notes or other claims.
2-3
In the event the order is cancelled by the Buyer after it has been accepted by the Supplier, less than TWO working days before the planned date for supplying the Products ordered, for any reason whatsoever other than force majeure, the deposit paid with the order as defined in the section entitled “DELIVERIES” in these General Conditions of Sale will ipso jure remain the property of the Supplier and will not give rise to any reimbursement.
3/ PAYMENT CONDITIONS
A deposit representing 50 % of the total pre-tax purchase price of the products must be paid when the order is placed. The balance is payable cash on the day of delivery, under the conditions defined in the section entitled “DELIVERIES” below.
The Supplier is not bound to deliver the products ordered by the Buyer if the latter does not pay the price according to the conditions and the terms indicated above.
The final payment will take place on the day of delivery.
The following means of payment may be used:
by credit card: Visa, Mastercard, American Express or other credit cards
by cheque. The cheque must be drawn on a bank domiciled in metropolitan France or in Monaco.
By bank transfer
Payments made by the Buyer are not considered final until the Supplier has effectively cashed the amounts due.
In the event of late payment and payment of amounts owed by the Buyer after the deadline fixed above and after the date for payment shown on the invoice sent to the Buyer, penalties for late payment calculated as follows will be automatically and ipso jure owed to the Supplier, without any prior formality or official notice:
• A penalty corresponding to the half-yearly re-financing rate set by the European Central Bank (“BCE”) plus 10 points, i.e. 10 % (0,00 + 10) X the tax-inclusive amount of the invoice X the number of days late /365;
• Fixed compensation of 40 Euros for recovery costs.
If the recovery costs are higher than this fixed charge, extra compensation will be owed, upon presentation of justification.
No discount will be applied by the Supplier for payment before the date shown on the invoice before the deadline mentioned in these General Conditions of Sale.
4/ DELIVERIES
The products will be delivered as stated on the purchase order and failing this, within 8 weeks from when the Supplier receives the corresponding purchase order, necessarily accompanied by the amount of the deposit that is payable on this date, not including holiday periods.
This deadline is not a strict deadline and the Supplier is not liable towards the Buyer in the event of late delivery not exceeding FIFTEEN working days.
In the event of late delivery exceeding FIFTEEN working days, not justified by the Supplier, the Buyer may ask for the sale to be rescinded. The deposit already paid will be returned to him/her by the Supplier.
In no event can the Supplier’s liability be committed in the event of delayed or suspended delivery due to the Buyer or in case of force majeure.
It is compulsory to enter the delivery address on the Purchase order, otherwise no claims will be accepted in the event of an error concerning the place of delivery.
All dispatches will be delivered to the place of delivery, by Colissimo postal service, or by any other transporter chosen by the Supplier.
In the event of the addressee’s absence, notice of passage is left at the place of delivery indicating that the parcel will be left within 24 hours at the nearby collection point previously chosen by the Client, or they must collect it from the transporter.
The Buyer is bound to check the visible condition of the products when they are delivered. In the absence of any reservations expressly raised by the Buyer at the time of delivery, the products delivered by the Supplier are considered to comply – both in quantity and quality – with the order.
The Buyer disposes of THREE days from the delivery and reception of the products ordered, to make known any reservations, in writing, to the Supplier. No claims can be validly accepted if the Buyer does not observe these formalities. The Supplier will replace – as quickly as possible – the Products delivered whose failure to comply with the order is duly proven by the Buyer.
5/ TRANSFER OF OWNERSHIP – TRANSFER OF RISKS
The transfer of ownership of the Products to the Buyer will only be achieved once the price has been paid in full by the latter, whatever the date of delivery of said Products.
With regard to the transfer of risks, the Buyer acknowledges that it is up to the transporter to complete the delivery since the Supplier is considered to have fulfilled his/her delivery obligations once he/she has handed over the products ordered to the transporter, who accepted them with no reservations.
Therefore, the Buyer has no warranty claim against the Supplier in the event of a failure in the delivery of the Products ordered or for damage that occurs during transport or unloading.
6/ LACK OF FORESIGHT
These General Conditions of Sale expressly exclude the legal system of Lack of Foresight provided for by section 1195 of the Civil Code for all operations concerning the sale of the Supplier’s products to the Buyer. The Supplier and the Buyer therefore both renounce applying the clauses of section 1195 of the Civil Code and the Lack of Foresight system provided for therein and promise to fulfil their obligations, even if the contractual balance is overturned by circumstances that were not foreseeable when the sale was agreed, even if the performance of said obligations proves to be excessively expensive and to bear all the economic and financial consequences.
7/ FORCED PERFORMANCE
By derogation to the clauses of section 1121 of the Civil Code, the parties agree that in the case that either of the parties fail to fulfil their obligations, the party that is victim of this failure may not request the forced performance of such obligations.
The party that is victim of this failure may, in the event of non-fulfilment of any of the obligations incumbent upon the other Party, request that the contract is rescinded as per the terms defined in section “Rescission of the Contract”.
8/ EXCEPTION TO NON-FULFILMENT
We are reminded that by virtue of section 1219 of the Civil Code, each Party may refuse to fulfil their obligation, even though the latter is requirable, if the other Party does not fulfil their obligations and if this non-fulfilment is sufficiently serious, i.e. liable to endanger the pursuance of the contract or to fundamentally upset its economic balance.
The suspension of the fulfilment will take immediate effect, upon reception by the defaulting Party of the notification of breach of contract sent to them by the Party that is victim of the default, indicating their intention to apply the exception to non-fulfilment until the defaulting Party has remedied said breach of contract, notified by recorded delivery post or by any other lasting written means that permits proof of sending.
This exception of non-fulfilment may also be used as a preventive measure, in accordance with the clauses of section 1220 of the Civil Code, if it is obvious that one of the Parties will not fulfil, in due course, its obligations and that the consequences of this non-fulfilment are sufficiently serious for the Party that is victim of the default.
This faculty will be used at the risks and perils of the Party that initiates it.
The suspension of the fulfilment will take immediate effect, upon reception by the defaulting Party of the notification of the intention to apply the preventive exception of non-fulfilment until the presumed defaulting Party fulfils the obligation for which a future breach of contract is obvious, notified by recorded delivery post or by any other lasting written means that permits proof of sending.
9/ FORCE MAJEURE
The Parties may not be held liable if the non-fulfilment or the delay in performance of one of their obligations, as described herein, results from a case of force majeure, according to the meaning of section 1218 of the Civil Code.
The Parties also expressly agree to determine the following as being cases of force majeure:
a case of serious illness of one of the parties, incapacitating them for more than THREE MONTHS, justified by a medical certificate issued by a medical expert
serious shortage of raw materials necessary for the manufacture of products by HF PERFUMES and/or its sub-contractors.
The Party that has knowledge of the event must inform the other party, without delay, of his/her inability to perform its service and justify such. In no event can the suspension of obligations be a cause of liability for the non-fulfilment of the obligation in question, nor infer the payment of compensation and interest or penalties for late performance.
The fulfilment of the obligation is suspended for the full duration of the force majeure if it is temporary and does not exceed THREE MONTHS.
Consequently, as soon as the cause of the suspension of their reciprocal obligations is removed, the Parties will do their best to resume as quickly as possible the normal performance of their contractual obligations. To this end, the prevented Party will notify the other of the resumption of their obligations by recorded delivery post or by means of any other extra-judicial deed.
If the prevention is definitive or it exceeds NINETY days, these conditions will be purely and simply rescinded as per the terms defined in the section entitled “Rescission due to force majeure”.
If the costs of the situation during the suspension are the responsibility of the prevented party,
during said suspension, the Parties agree that the costs engendered by the situation will be charged to the prevented party.
If the costs of the situation during the suspension are divided by halves,
during said suspension, the Parties agree that the costs engendered by the situation will be shared by halves.
10/ RESCISSION OF THE CONTRACT
Rescission due to sufficiently serious Non-fulfilment of an obligation
In the event of a sufficiently serious case of the non-fulfilment of any obligation incumbent upon the other party, the party that is victim of the default may, notwithstanding the clause entitled “Rescission due to one party failing in its obligations” herein, notify the defaulting party by recorded delivery post, of the rescission for fault of these conditions, TEN DAYS after sending official notice to fulfil the contract has remained without effect; this is by virtue of section 1224 of the Civil Code.
Rescission due to Force majeure:
Notwithstanding the clause entitled “Rescission due to one party failing to fulfil their obligations,” hereinafter, the ipso jure rescission due to force majeure may only take place Eight days after sending official notice by recorded delivery or by any extra-judicial deed.
Rescission due to one party failing to fulfil their obligations:
In the event one of the parties does not fulfil the obligations incumbent upon them as per the clauses of this contract, the contract may be rescinded if the damaged party so wishes.
It is expressly understood that such rescission due to one party failing to fulfil their obligations will take place ipso jure Eight days after receiving official notice to perform the contract that has remained – fully or partially – without effect. The official notice may be sent by recorded delivery post or by any extra-judicial deed.
11/ INTERNET SALES
The sale of HF PERFUMES products by the client via the Internet is only permitted with prior written permission from the Supplier. No sale or advertising may take place without this approval, specifying both the name of the website and the products offered for sale. Failure to observe this condition will lead to a ban on Internet sales.
12/ INTELLECTUAL PROPERTY
The company HF PERFUMES reserves all the industrial and intellectual property rights relating to brands, graphics, products, photographs, films and technical documentation, of which she is the sole holder and they may not be communicated nor executed without her express permission. The formulae for the creation of perfumes are the intellectual property of HF PERFUMES.
13/ ASSIGNMENT OF JURISDICTION
Any dispute that may result from this contract and the agreements arising therefrom, with regard to their validity, their interpretation, their performance, their rescission, their consequences and their effects, will be brought before the competent courts under common law conditions.
14/ APPLICABLE LAW
The parties expressly agree that these General Conditions of Sale and the purchase and sales operations resulting from them are ruled by French law. They are written in the French language. In the event they are translated into one or more languages, only the French text is authentic in the event of a dispute.
15/ ACCEPTANCE BY THE BUYER
These General Conditions of Sale, as well as the enclosed price list, are expressly approved and accepted by the Buyer, who declares and acknowledges he/she is perfectly informed of them and therefore renounces availing him/herself of any contradictory document, in particular his/her own general conditions of purchase.