Version of 01/04/2022
Warning: The present General Terms and Conditions of Sale apply solely to sales concluded between the Vendor and any professional understood within the meaning of the introductory article of the French Consumer Code as any “natural or legal person, public or private, who acts for purposes falling within the scope of his commercial, industrial, artisanal, liberal or agricultural activity, including when he acts in the name or on behalf of another professional”.
1. Scope of application
These General Terms and Conditions of Sale (hereinafter “GTCS”) constitute the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which TEXLIM SAS, registered in the STRASBOURG Trade and Companies Register under number 908 517 295 (hereinafter the “Vendor”) supplies dietary supplements and cosmetic products (hereinafter the “Products”) to professional purchasers (hereinafter the “Purchasers” or the “Purchaser”) who request them.
Any order for Products implies acceptance by the Buyer of these GTC.
These GCS apply to the exclusion of those applicable to other distribution or marketing channels for the Seller’s Products.
The GCS apply without restriction or reservation to all sales made by the Vendor to Purchasers in the same category, whatever the clauses that may appear in the Purchaser’s documents, and in particular his general conditions of purchase.
In accordance with current regulations, these General Terms and Conditions are systematically communicated to any Buyer who requests them, to enable him/her to place an order with the Vendor.
They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a single agreement as referred to in articles L 441-3 et seq. of the French Commercial Code, within the legal deadlines.
The Vendor reserves the right to derogate from certain clauses of these GCS, depending on the negotiations conducted with the Buyer, by drawing up Special Conditions of Sale.
The Vendor reserves the right to modify its GCS at any time. In this case, the applicable conditions will be those in force at the date of the Buyer’s order.
2. Product description
The choice and purchase of a Product are the sole responsibility of the Buyer.
Products are offered while stocks last.
The information contained in the Seller’s documentation is given for information only and may be revised at any time. The Vendor is entitled to make any changes it deems necessary.
The Products are described and presented in the Seller’s documentation as accurately as possible. However, the Vendor cannot be held responsible for any errors or omissions in this presentation.
Photographs of Products are not contractual.
The Buyer is reminded that certain Products may be contraindicated for one or more categories of persons. Products in the “Food Supplements” category must be kept out of the reach of young children. In any event, the Buyer should refer to the characteristics of the Products in the Seller’s documentation, and in particular to the instructions for use on their packaging.
3. Orders – Prices
3.1. Orders must be formalized in writing, if necessary by means of an order form duly signed by the Buyer and sent by e-mail. A telephone order is not sufficient.
Sales are perfect and binding on the Vendor only after the Vendor’s express written acceptance of the Buyer’s order, materialized by any means and in particular by the sending of a confirmation e-mail.
The data recorded in the Vendor’s computer system constitutes proof of all transactions concluded with the Buyer.
The sale will only be considered final once the Vendor has sent the Buyer confirmation of acceptance of the order, and once the Vendor has received payment in full.
3.2. The Products are supplied at the Seller’s prices in force on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Buyer (including an offer formulated with regard to the specific features requested by the Buyer concerning, in particular, the Product, the delivery terms, or the payment terms and conditions). These prices are firm and non-revisable during their period of validity, as indicated by the Vendor.
3.3. The Vendor reserves the right to modify its prices at any time, but undertakes to apply the prices in force at the time of the order, subject to availability on that date.
3.4. Prices are expressed in Euros, net and exclusive of VAT, excluding transport and packaging costs, which will be invoiced in addition, and excluding any customs and insurance costs, which will be invoiced in addition where applicable.
Prices take into account the VAT applicable on the day of the order, and any change in the applicable VAT rate will automatically be reflected in the price of the Products.
If one or more taxes or contributions, in particular environmental taxes, are created or modified, either upwards or downwards, this change may be reflected in the sale price of the Products, for future orders.
3.5. For orders exceeding a certain amount, the Vendor may request a deposit from the Buyer at the time the order is placed. In the event of a deposit, the balance of the price is payable in accordance with the conditions set out below.
4. Terms and conditions of payment
4.1. The price is payable in full in a single instalment within 30 days of delivery, as defined in the article “Deliveries” below. This period will be mentioned on the invoice sent to the Buyer.
In the event of doubt as to the Buyer’s solvency, particularly in the event of late payment, further delivery will be subject to payment in advance or the provision of security.
Furthermore, the Vendor shall not be obliged to deliver the Products ordered by the Buyer if the latter has not paid the invoices and/or down-payments due, under the terms and conditions indicated above.
4.2. The following methods of payment may be used: credit card via an Internet link provided by the Vendor and bank transfer.
Payments made by the Buyer will not be considered final until the Seller has received the sums due.
4.3 In the event of late payment and payment of sums due by the Buyer beyond the deadline set out above, and after the payment date shown on the invoice sent to the Buyer, late payment penalties calculated at the rate of the European Central Bank plus 10 points calculated pro rata temporis on the amount including VAT shown on the said invoice, will be automatically and by right acquired by the Vendor, without any formality or prior formal notice.
Late payment will also result in the immediate payment of all sums due, without prejudice to any other action that the Vendor may be entitled to take against the Buyer in this respect.
In the event of non-compliance with the above payment conditions, the Vendor also reserves the right to suspend or cancel the delivery of orders in progress on the part of the Buyer, and more generally to suspend the performance of its obligations, or even to reduce or cancel any discounts granted to the Buyer.
No compensation may be validly made between any penalties for late delivery or non-conformity of Products ordered by the Buyer, on the one hand, and the sums owed by the Buyer to the Vendor for the purchase of said Products, on the other.
4.4. In the event of late payment, the Buyer shall be liable, ipso jure and without prior notice, to pay a fixed indemnity of €40 for collection costs. The Vendor reserves the right to ask the Buyer for additional compensation if the collection costs actually incurred exceed this amount, on presentation of supporting documents.
4.5. In the event of payment by the Buyer for Products ordered before the payment date shown on the invoice, or within a period shorter than that mentioned in these GCS, no discount will be applied.
5. Discounts and rebates
The Buyer may benefit from discounts and rebates which may appear in the price lists negotiated with the Vendor, depending on the quantities purchased or delivered by the Vendor at a single time and place, or on the regularity of its orders.
6. Deliveries : time and place
6.1. Deliveries of Products are made exclusively to the following countries: European Union, Switzerland, United Kingdom, Latin America, North America.
Deliveries are made “Delivered at destination” (Incoterm DAP).
6.2. Products purchased by the Buyer will be delivered within the agreed delivery period, subject to payment of the deposit, if any, on the date of delivery.
The delivery period does not constitute a strict deadline and the Vendor may not be held liable to the Buyer in the event of late delivery.
In any event, the Vendor may not be held liable in the event of delay or suspension of delivery attributable to the Buyer, or in the event of non-performance of its own obligations by the Buyer or due to a third party, or in the event of force majeure.
6.3. Delivery will be made by handing over the Products directly to the Buyer at the place designated by the Buyer on the order form.
7. Receipt – Complaints procedure
The Buyer is obliged to check the apparent condition of the Products on delivery. In the absence of express reservations by the Buyer at the time of delivery, the Products delivered by the Vendor will be deemed to conform in quantity and quality to the order.
The Buyer shall nevertheless have a period of 15 days from the date of delivery and receipt of the Products ordered to express any reservations concerning the quality or quantity of the Products to the Vendor, by registered letter with acknowledgement of receipt or by any other written means allowing proof to be provided, enclosing a sample of the Product in question in the case of a complaint concerning quality.
No claim will be validly accepted if the Buyer fails to comply with these formalities.
The Vendor will, depending on the case, either issue a credit note or replace, as soon as possible and at its own expense, any delivered Products whose lack of conformity has been the subject of a complaint in due and proper form and has been duly proven by the Buyer, all of which has been ascertained by the Vendor.
8. Transfer of ownership – Transfer of risk
8.1 RETENTION OF TITLE CLAUSE
UNTIL FULL PAYMENT OF THE PRICE BY THE BUYER, THE SELLER RESERVES A RIGHT OF OWNERSHIP OVER THE PRODUCTS SOLD, ENABLING IT TO REPOSSESS SAID PRODUCTS. ANY DEPOSIT PAID BY THE PURCHASER SHALL REMAIN THE PROPERTY OF THE SELLER BY WAY OF LUMP-SUM COMPENSATION, WITHOUT PREJUDICE TO ANY OTHER CLAIMS THAT THE SELLER MAY HAVE AGAINST THE PURCHASER AS A RESULT.
CONSEQUENTLY, THE TRANSFER OF OWNERSHIP OF THE PRODUCTS TO THE PURCHASER WILL ONLY TAKE PLACE AFTER FULL PAYMENT OF THE PRICE BY THE PURCHASER, REGARDLESS OF THE DATE OF DELIVERY OF SAID PRODUCTS.
8.2 Transfer of risk
The risk of loss and deterioration shall pass to the Buyer upon delivery of the Products ordered.
The Buyer therefore undertakes, at its own expense, to insure the Products ordered, in favor of the Vendor, by an ad hoc insurance policy, until full transfer of ownership, and to justify this to the Vendor at the time of delivery. Failing this, the Vendor shall be entitled to delay delivery until such proof has been provided.
9. EXCLUSION AND LIMITATION OF LIABILITY
9.1. The Vendor has an obligation of means for all stages of the order process, as well as for subsequent stages (transport, for example).
The Vendor may not be held liable in the following cases:
caused by the Buyer ;
acts of third parties
force majeure ;
as a result of the failure or deficiency of a product or service the delivery or provision of which is not the responsibility of the Vendor or any of its subcontractors;
in the event of use of the Products for a purpose or in a context different from that in which the Seller intervened, incorrect implementation of recommendations or failure to take into account the Seller’s warnings and/or reservations;
non-compliance with the legislation of the country to which the Products are delivered, which it is the Buyer’s responsibility to check.
Neither is the Vendor liable for its insurers or for consequential damages, loss of profits, loss of opportunity or expected profits, or for the financial consequences of any actions brought by the Purchaser, the Purchaser’s customers or other third parties against the Vendor or the Purchaser.
9.2. Without prejudice to the exclusive liability clause above, in the event that the Vendor should nevertheless be held liable to the Buyer or to a customer of the Buyer, and only in the cases of exclusion stipulated herein, the Vendor shall indemnify the Buyer for any direct damage resulting therefrom, to the exclusion of indirect damage (i.e. loss of profits, sales, data or use thereof, damage to image, reputation, loss of opportunity, etc.), up to the amount of the indemnity. ), up to the amount paid (exclusive of VAT) by the Buyer for the purchase of the Product in question, regardless of the number of actions, grounds invoked, or parties to the disputes.
9.3. The foregoing exclusion and limitations shall not apply to any liability for death or personal injury, nor to any other liability which the law prohibits from being excluded or limited.
10. Force majeure
The parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, with the exception of the obligation to pay a sum of money, arises from a case of force majeure, within the meaning of article 1218 of the French Civil Code.
By force majeure, the parties mean, in addition to the cases usually recognized by French law and jurisprudence, the following events: any war, riot, natural disaster, flood, earthquake, fire, storm, lightning, water damage, pandemic or epidemic known or unknown on the day of conclusion of the present contract affecting manufacture, supply or delivery, strike even internal, suspension of means of transport or supply, interruption of telecommunication networks or difficulties specific to telecommunication networks.
The party observing the event must immediately inform the other party of its inability to perform its obligation and justify this to the latter. The suspension of obligations shall under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.
The performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed 15 calendar days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the hindered party will notify the other of the resumption of its obligation by registered letter or any extrajudicial act.
If the impediment is definitive or exceeds a duration of 15 calendar days, the present contract will be purely and simply terminated 15 days after receipt of a letter sent by registered letter by the most diligent party. However, this letter must mention the intention to apply the present clause.
11. Resolutory clause
In the event of failure by the BUYER to comply with its obligations, in particular its obligations to respect the payment deadline, the contract may be terminated by the SELLER by operation of law, 15 calendar days after receipt of a formal notice to perform, which has remained without effect. The formal notice must be sent by registered letter with acknowledgement of receipt. This formal notice must mention the intention to apply the present clause.
It is also agreed that the Buyer owing an obligation to pay hereunder shall be validly put in default by the mere payability of the obligation, in accordance with the provisions of article 1344 of the French Civil Code.
12. Modification of the application of the legal regime of unforeseeability
Should renegotiation fail in application of article 1195 of the French Civil Code, termination by operation of law due to the impossibility of performing an obligation that has become excessively onerous may only take place 15 days after receipt of a letter declaring the intention to apply the present clause, sent by registered mail with acknowledgement of receipt.
The present article therefore derogates from article 1195 of the French Civil Code, and expressly excludes recourse to the courts for the purpose of adapting the contract, should renegotiation of the contract fail.
13. Intellectual property rights
Any use by the Buyer of any of the Seller’s distinctive signs shall be subject to the Seller’s prior written consent.
14. Processing of personal data
TEXLIM SAS, the data controller, processes the personal data of its customers’ employees and/or collaborators as part of its commercial relationship with customers, the purposes of which are the negotiation, execution, management, follow-up, preparation and dispatch of orders, invoicing, accounting and collection, as well as the sending of commercial and/or advertising information.
Under the conditions defined by the French Data Protection Act (Loi “Informatique et Libertés”) and the European Data Protection Regulation (also referred to as the “RGPD”), individuals whose data is processed have the right to access, rectify, erase, minimize, limit and, where applicable, port their personal data.
Data subjects also have the right to define general and specific directives defining the way in which they intend the above-mentioned rights to be exercised, after their death.
Under the conditions provided for by law and the RGPD, if the legal basis for processing is the legitimate interest of TEXLIM SAS, unless the company can demonstrate the existence of compelling and legitimate grounds for such processing that override the interests, rights and freedoms of the data subject, individuals may also, for reasons relating to their particular situation (legitimate ground), object to the processing of data concerning them.
To exercise these rights, or if you have any questions about data processing, please contact 2 rue des Augustins 67160 Wissembourg
Data subjects have the right to lodge a complaint with the competent supervisory authority in France, the Commission Nationale de l’Informatique et des Libertés (CNIL).
For further information, the Buyer is invited to refer to the PRIVACY POLICY, available on request.
15. Nullity
If one or more stipulations of these GTC are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations shall retain all their force and scope.
16. Non-waiver
The fact that one of the parties does not avail itself of a breach by the other party of any of the obligations referred to in these GCS shall not be construed for the future as a waiver of the obligation in question.
17. Disputes
ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE NEGOTIATION, CONCLUSION, VALIDITY, INTERPRETATION, PERFORMANCE, TERMINATION, CONSEQUENCES AND CONSEQUENCES OF THESE TERMS AND CONDITIONS SHALL BE SUBMITTED TO THE COURTS OF STRASBOURG.
18. Applicable law – Language of contract
By express agreement between the parties, these GCS and the purchase and sale transactions arising therefrom are governed by French law.
The Vendor’s Products comply with the legislation in force in France.
They are written in French. In the event of translation into one or more languages, the French text shall prevail in the event of dispute.
19. Acceptance by the Buyer
These General Terms and Conditions of Sale, as well as the enclosed price lists and schedules of discounts and rebates, are expressly approved and accepted by the Buyer, who declares and acknowledges that he has full knowledge thereof, and hereby waives the right to rely on any contradictory document, in particular his own general terms and conditions of purchase.
