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GENERAL TERMS AND CONDITIONS OF SALE
 
1. Introduction
1.1 These general terms and conditions of sale (hereinafter referred to as "GTCS") apply to all quotations, order acknowledgments, contract sales and/or deliveries of products and/or services of Laserson S.A. ("we" or «Laserson»).
1.2 By placing any order and/or using any of our service(s), the purchaser irrevocably and unconditionally agrees to these GTCS, regardless of any conflicting mentions set forth in its own documents (be it order forms, its own terms and conditions of purchase, etc.), unless expressly otherwise agreed to in writing between Laserson and the purchaser. Laserson's acceptance of a mention which conflicts with any provision(s) of these GTCS shall have no effect on the validity and/or enforceability of their remaining provisions. No delay or omission on the part of Laserson in exercising any right provided under these GTCS shall impair such right or constitute a waiver thereof and no waiver or partial waiver by Laserson of any breach of any provision of these GTCS shall be construed to be a waiver of any subsequent breach of such provision, or of any other provision.
 
 
2. Changes to the GTCS
In the event of a change made to these GTCS, the GTCS so modified will take effect upon communication to the purchaser. However, such modified GTCS shall not apply to confirmed orders in the course of execution, unless
required by law. In the event of staggered or spread over time deliveries, the modified GTCS will apply as from the upcoming delivery.
 
 
3. Prices and quotations
3.1 Unless otherwise agreed between Laserson and a purchaser, our prices are calculated in euros per kilogram, excluding taxes and freight costs, Ex-Works (EXW) Saran (45770), France (Incoterms 2000, ICC). Our prices are invoiced in accordance with our price list then in force or with the relevant order acknowledgement provided to the purchaser.
3.2 All quotations are valid for the limited period mentioned therein and no sale can be made pursuant to the terms and conditions of a quotation which validity date has expired. Our quotations are not binding in any way whatsoever and they are always subject to products stock availability, in particular in the event of in-between sales and/or delivery delays from our suppliers, and/or to price increases and/or variations of the exchange rates, as the case may be. Laserson expressly reserves the right, any time, to make technical change(s) to the products, subject to providing timely information of such change(s) to the customers.
 
 
4. Use of products and related documents
4.1 It is an essential term of these GTCS that our products and/or services are strictly reserved to highskilled professional companies that have obtained all rights, permissions and approvals legally required for the purchase, resale and/or use of such products and/or services. This includes in particular registration in the relevant trade or company register and possession of all necessary knowledge, skills and know-how to resale and use the products and/or services in accordance with all applicable laws, regulations and professional industry standards, including intellectual property and product safety regulations. Laserson expressly reserves its right, at its sole discretion, to refuse to sell a product (including by cancelling any confirmed order) and/or to provide a service should a purchaser or a service user fail to provide full guaranties in this regard.
4.2 All of our commercial and/or technical documents (including without limitation certificates of analysis, material safety data sheets, technical specifications, etc.) and samples are for the exclusive use of their designee and shall not be disclosed to any third party without Laserson's prior written consent. Our samples are provided free of charge for the sole purposes of formulation or production tests, to the exclusion of any other purpose (whether sale or other uses purposes).
 
 
5. Confirmation of orders
No orders received by Laserson shall be binding until such orders have been duly accepted in writing by way of order acknowledgement sent to the customer. Laserson's failure to send such document shall in no event mean acceptance of an order. The purchaser shall carefully check the terms mentioned in its order acknowledgement and shall immediately contact Laserson in case of discrepancy(ies), failing which no claim for defective delivery shall be receivable.
 
 
6. Payment terms and conditions
6.1 For any invoiced amount less than 500€ (excl. tax), a supplementary lump sum of 100€ (excl. tax) will be charged per invoice to cover administration costs incurred.
6.2 Unless otherwise agreed in writing, our invoices are payable upon receipt thereof. Our latest payment term shall not exceed "45 days end of the month", calculated as follows : end of the calendar month during which a period of 45 days has expired, starting from the invoice date.
6.3 Laserson expressly reserves its right to request other payment terms and conditions, including early payments, at its sole discretion and with no discount. In the event Laserson agrees to postpone a deadline for payment, the value date will be calculated from the date of issuance of the corresponding invoice (and under no circumstances from the date of receipt of such invoice by the addressee).
6.4 In the event of late payment(s) and in accordance with applicable laws and regulations, the following sums will be charged to the customer : a lump sum of 40€ to compensate collection charges and an interest rate for late payment of three (3) times the French legal annual interest rate applied on the sum(s) overdue, including taxes. All these monetary charges are without prejudice to any other remedies available to Laserson by law or otherwise. Any late payment, in whole or in part, will be notified to our credit insurer and will result in the suspension of further deliveries or the termination of the contract sale. In such event, Laserson shall not reimburse any sums already paid by the customer (such as part or advance payments). In addition, all outstanding and accrued sums shall become immediately due and payable.
 
 
7. Retention of title
7.1 Laserson shall retain title to all products sold until receipt of full payment of their price and accrued interests. Accordingly, the purchaser undertakes (i) not to pledge or give any other form of security on the products, and (ii) to obtain and maintain in force, with a reputable insurer, a policy of general liability or other insurance covering the purchaser for any risk of loss, theft, damage and destruction of the products. The purchaser shall also inform its own insurer of Laserson's property retention title on the products.
7.2 If payment is made by cheque or by similar payment instrument (including bills of exchange), payment shall not be considered "received" until it has been effectively collected by Laserson on its bank account.
 
 
8. Shipping and delivery
8.1 Unless an Incoterm is expressly agreed between Laserson and the purchaser, the purchaser shall bear all risks and costs relating to the delivery of the products.
8.2 Delivery lead times are for indication purposes only. As a consequence, no delivery delay shall entitle the purchaser to request payment for damages, interests for late delivery, refund or set-off of any payment then paid or due.
8.3 In the event of any payment made before delivery by cheque or by similar payment instrument, the delivery or product collection dates, as the case may be, shall be automatically extended by 12 days to ensure effective payment on our bank account.
 
 
9. Claims
9.1 The purchaser undertakes to accept the delivery of all products ordered if they comply with the corresponding order acknowledgement. Without prejudice to any other remedies available to Laserson, Laserson shall be entitled to cancel or terminate a contract sale without prior notice and/or to charge a customer for any sum incurred by Laserson, should such customer fails to collect, or collects within an unreasonable delay, products regularly placed at its disposal at their due collection date.
9.2 Claims for apparent defects. Upon delivery in the presence of the carrier, the purchaser is solely responsible for controlling that the products are delivered in accordance with the order acknowledgement. In the event of a claim based on any apparent defect (including damaged or missing products or incorrect product references or any other ground of apparent defect), Laserson shall consider receivable only those claims based on clear and precise reservations (i) duly noted on the waybill remitted to the carrier and (ii) confirmed within three (3) business days by registered letter with acknowledgement of receipt sent to the carrier with a copy sent immediately to Laserson. In such a case, the consignee of the products must keep them for ten (10) days in order to let the carrier contact its insurer. Respect for this procedure is an essential term, failing which the products shall be deemed
delivered in compliance with the order acknowledgement (both in quality and quantity) and the purchaser or the consignee shall not be entitled to any remedy in this respect.
9.3 Claims for non-apparent defects. We highly recommend that our customers control, as soon as possible after delivery and always before starting production, the conformity of the products with their specifications. Any claims based on non-apparent defect(s) shall be considered receivable by Laserson only if the products concerned are stored in their original packaging in accordance with the recommended storage conditions, if their shelf life has not expired and if Laserson is duly notified of such defect(s) in writing within thirty (30) days after the delivery date of the products. Any such claim shall not be based on any product specification(s) different from those provided by Laserson or its suppliers or those expressly agreed to prior to the sale. With a view to optimizing the handling of such claim, the customer shall keep one or more representative sample(s) of the product concerned and shall send such representative sample(s) to Laserson on request.
 
 
10. Returns of products
No return of product, for any reason, will be accepted without Laserson's prior written consent. Returns of products ordered by mistake will not be accepted, except under exceptional circumstances, in which case such products shall be returned, carriage paid, at the purchaser’s own risk and expense.
 
 
11. Jurisdiction and applicable law
11.1 Laserson and the purchaser shall first try to resolve amicably any dispute arising out of or in connection with an order acknowledgement, contract sale, quotation, delivery of products or furniture of services made by Laserson or with the performance or interpretation of these GTCS. In the event Laserson and the purchaser fail to find an amicable solution, such dispute shall be submitted to the exclusive jurisdiction of the Evry commercial courts (91), France, even in case of multiple defendants or thirdparty notices.
11.2 Without regard to the conflicts of laws principles, all order acknowledgements, contract sales, quotations, deliveries of products or furniture of services and/or these GTCS are governed and construed in accordance with the laws of France, regardless of the delivery or performance place of the products or of the services.
 
 
12. Force Majeure
12.1 Laserson or a purchaser shall not be deemed in default of these GTCS to the extent that the performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any event of force majeure. An event of force majeure shall include, without limitation, any act of God, act or regulation of any governmental or supra-national authority, national emergency, industrial dispute, accident, strike, lockout, fire, war, riot, flooding, storm, epidemic, natural disaster, breakdown or disruption of transport, power outage or failure and damage to, shortage or disruption in the supply of raw materials and/or packaging, or any other cause which is not reasonably within control of the affected party. Each party may be affected by an event of force majeure, directly or indirectly through its suppliers, subcontractors, customers, carriers and/or other business partners).
12.2 Provided that Laserson gives the purchaser written notice of an event of force majeure promptly upon discovery thereof, Laserson shall have the right to cancel or terminate any order acknowledgement or contract sale, without compensation to the purchaser, if such event of force majeure continues for more than three (3) months.
 
 
13. Warranty and limitation of liability
13.1 Our warranty and our liability are strictly limited to the replacement of the sole defective products which do not meet their order acknowledgement and/or their specification. Such warranty expressly excludes any compensation of any other loss (including consequential losses or damages such as loss of profits, of revenues, of production costs or of data) and for any reason whatsoever (including any act or omission of Laserson in the performance of these GTCS or by providing a quotation, an acknowledgement of order or providing a service). In connection with the foregoing limitation of liability, the purchaser acknowledges and agrees to the following :
 
(a) Laserson shall not be responsible with respect to any claim raised by a purchaser should such purchaser did not comply with the procedures set forth in article 9 of these GTCS;
(b) To the maximum extent permitted by applicable law, Laserson shall not be liable with regard to the use or sale of our products or services made by any subsequent purchaser or user;
(c) the use of the products or services for purposes or applications other than those expressly recommended by Laserson or its suppliers is the sole responsibility of the customer or user of such products or services;
(d) unless otherwise agreed in writing, Laserson does not provide any warranty regarding a remaining shelf life at the time of delivery of the products.
13.2 All information and advices that may be provided any time by Laserson on any media or support, including technical, commercial, regulatory and/or any other type of information and advices (such as marketing brochures, advertising documents, catalogues, newsletters, laboratory formulae, recommendations of use, etc.), are provided for information purposes only on the basis of our knowledge at the time they are provided, and, in particular, on the basis of the data communicated by our suppliers. In this respect, any user of such information and advices expressly acknowledges and agrees that they (i) are provided without any guarantee whatsoever, including guarantee of product performance, exhaustivity or accuracy, and (ii) do not prevent the user to make its own researches prior to using or reselling our products and/or services.
 
 
 CGV LASERSON Juanary 2012