Groupe Rocher Purchasing General Conditions
Update December 2015
1. – PURPOSE – The purpose of the present purchase conditions is to define the terms and conditions that will apply when Société Laboratoires de Biologie Végétale Yves Rocher, a company registered on the Vannes trade and companies register under number 876 580 077 and headquartered at La Croix des Archers, 56200 La Gacilly, or any company that it controls within the meaning of Article L233-3 of the Trade Code (referred to hereafter as the “Buyer”), orders any products, items, goods or equipment (referred to hereafter as “Goods”) and/or services (referred to hereafter as “Services”) from a supplier (referred to hereafter as the “Supplier”) except in the event of a contract signed previously by the Buyer and Supplier.
2. – CONTRACTUAL DOCUMENTS – The supply of Goods and/or Services will be governed by the following documents except in the event of a contract signed previously by the Buyer and Supplier: (i) order form and any specific conditions, (ii) Supplier’s conditions of sale and Buyer’s purchase conditions and (iii) any technical specifications.
3. – ORDERS – The Supplier undertakes to return the signed order form to the Buyer within 8 (eight) days of receiving the order, along with any specific conditions, failing which the order will be deemed to have been accepted by the Supplier. The Buyer will also be entitled to amend the order within this eight-day period so long as it has not been confirmed by the Supplier. The Supplier will inform the Buyer of any price and timescale changes resulting from requested changes at the earliest possible opportunity. Any order accepted by the Supplier will constitute a firm and final commitment on its part.
4. – PRICES – Unless formally stated otherwise in the specific conditions, the order price is stipulated as firm and final and includes the cost of packaging, carriage, the assignment of the rights specified in Article 11 below and any other costs, risks or expenses in respect of filling the order. Any additional costs of any nature whatsoever will be subject to the Buyer’s prior agreement in writing, specially indicated on the order form. Advances (down payments or deposits) will not be paid for orders unless expressly stipulated in the order form. In the event of successive orders, the Supplier undertakes to inform the Buyer of any price changes in writing at least 3 (three) months in advance. Failing proof thereof by the Supplier, any changes in prices or terms of sale will not be applicable to the Buyer until 3 (three) months after it has learned thereof.
5. – GUARANTEE – Unless otherwise stated in the specific conditions, the Supplier will guarantee Goods for a period of 12 (twelve) months from the date of delivery, during which time the Supplier undertakes to repair or replace the Goods, at its expense, in the event of any defectiveness, error, bad workmanship, conspicuous / latent defects or malfunctioning.
6. – COMPLIANCE WITH REGULATIONS – Supplied Goods and Services must comply in all respects with the operative statutory and regulatory requirements in the country of delivery, notably in respect of (i) quality, composition, presentation and labelling of Goods, (ii) employment law and, more specifically, international conventions on children’s and women’s rights and (iii) environmental law. In the event of any breach of these provisions, the Supplier runs the risk of the commercial relations being terminated immediately without prior notice.
The Supplier agrees that the Buyer will be entitled to conduct audits, directly or by instructing a provider for this purpose, in order to check compliance with the above-mentioned standards.
7. – CONFORMITY – The Supplier guarantees that Goods, packaging and labelling will conform to the Buyer’s order in all respects and be free from all defects. In the event of non-conformity, the Buyer will have the option of either (i) cancelling the order or (ii) obtaining, at the Supplier’s expense, immediate replacement of the Goods concerned by identical products or products of better quality on the same price terms and within a maximum period of 30 (thirty) days of receipt of the notification specified below, without prejudice to any damages that the Buyer may claim. The Supplier guarantees that Services will conform to the Buyer’s order in all respects, failing which the Buyer will have the option of either (i) cancelling the order or (ii) obtaining, at the Supplier’s expense, immediate replacement of the Services concerned by identical Services within a maximum period of 30 (thirty) days of receipt of the notification specified below, without prejudice to any damages that the Buyer may claim. In any event, the Buyer will notify the Supplier of its decision within a maximum period of 30 (thirty) days of receipt of the Goods concerned at the place of delivery. The Supplier must take back the refused products, at its expense, within a maximum period of 15 (fifteen) days of this notification. In the event of non-conformity in respect of minor points, the Buyer may accept delivery with reservations.
8. – ACCEPTANCE – The Buyer’s acceptance of Goods will take place at the place of delivery stated in the order form for the purposes of checking that they conform to the order in terms of quality and quantity. Goods must be properly, adequately and appropriately packaged according to the nature thereof and the precautions required to protect them against bad weather, corrosion, accidents during loading and unloading, carriage and storage constraints, vibrations, impact, etc. Packages must be clearly identified with reference to the Buyer’s corresponding order form. The Supplier will be liable for breakage, ullage and damage arising from improper or unsuitable packaging, marking or labelling. The cost of any necessary customs clearance for equipment will be borne by the Supplier. Acceptance of Services will be formalised by the Buyer signing a validation report.
9. – TIMESCALES – Dates set for the delivery of Goods and Services, as stated in order forms, are imperative. Any event liable to affect an order must be brought to the Buyer’s attention immediately by the Supplier in writing, along with the probable duration of the event and the consequences for delivery timescales. Any ordered Goods delivered before the agreed delivery date may be sent back at the Supplier’s expense. Likewise, any order not delivered within the specified timescale may be cancelled by the Buyer, which, if it so wishes, may send the Goods back at the Supplier’s expense. However, in the event of a delivery deadline being postponed, the Buyer may demand that the Seller [sic – translator] pay it compensation of 5% of the cost (excluding VAT) of purchasing the Goods or Services per fortnight overdue, in which case payment will be due without any need for a formal notice and will be made in the form of a credit note.
10. – TRANSFER OF OWNERSHIP AND RISKS – Unless otherwise agreed, ownership and risks will be transferred simultaneously. Risks will be transferred in accordance with the Incoterm (2010 standard) agreed between the parties, failing which they will be transferred upon delivery of the Goods.
11. – INTELLECTUAL PROPERTY – The Supplier guarantees that Goods and Services will not be exposed to any industrial or artistic property claims (patents, trade marks, designs and copyright). Should Goods and/or Services be subject to any intellectual property rights of any nature whatsoever, the Supplier undertakes to assign to the Buyer, exclusively and as and when they are created, the worldwide reproduction, performance, adaptation, translation, commercialisation and distribution rights for the entire statutory rights protection period. The price agreed between the parties for the supply of the Goods and/or Services includes the Supplier’s remuneration for the assignment of these rights.
12. – FINANCIAL TERMS – Invoices are sent in duplicate and made out in the name and address specified in the order form. In addition to the statutory references, they must show (i) the order number, (ii) the carriage method and (iii) the purpose of the Goods and/or the nature of the Services supplied. Invoices, issued upon actual receipt of the Goods or performance of the Services, will be paid forty-five days from the end of the invoicing month. Except in the event of specific conditions in the order form, invoices will be payable by bank transfer. The first invoice must be accompanied by the Supplier’s bank account details. Invoices will not be paid until the Buyer has checked (i) that the Services have been properly performed or (ii) the conformity of the delivery within the timescale specified in Article 7 and in the absence of reservations expressed by the Buyer. The Supplier explicitly authorises the Buyer to set monies due by the Buyer or any invoice assignee off against monies due by the Supplier on any basis whatsoever.
13. – INSURANCE – The Supplier must take out, at its own expense, the necessary insurance cover for its liability for personal injury and material / immaterial loss as a result of filling the order. On request by the Buyer, the Supplier will send it general and professional civil liability insurance certificates dating back less than 6 (six) months. In any event, the Supplier must supply, immediately on demand by the Buyer, appropriate insurance covering the Goods until their arrival at the Buyer’s premises or any other destination approved by the latter or appropriate insurance covering the performance of the Services.
14. – LIABILITY – The Supplier will remain liable towards the Buyer and any third parties for material and immaterial losses of any nature that may be caused to them by the Supplier or its agents and/or sub-contractors as a result of filling the order, notably in the event of a latent defect, non-compliance with a standard or regulation or a safety defect. The Supplier declares that it also guarantees the Buyer for any recourse and/or claims brought by third parties against the Buyer and to [sic – translator] bear any financial consequences of filling the order.
15. – ASSIGNMENT / SUB-CONTRACTING – The Supplier will not be entitled under any circumstances, except with the Buyer’s prior agreement in writing, (i) to assign, directly or indirectly, in whole or in part, any order placed by the Buyer or (ii) to sub-contract any order in whole or in part.
16. – GOVERNING LAW / POWER OF JURISDICTION – ORDERS CONCLUDED BETWEEN THE PARTIES ARE GOVERNED BY FRENCH LAW. ANY DISPUTES WILL COME WITHIN THE EXCLUSIVE JURISDICTION OF THE VANNES COMMERCIAL COURT.