Terms and conditions of sale and use

The products of the company Nutrilab are food supplements, this means they cannot have a curative or preventive effect. Any assimilation with this type of action would be false. Food supplements are for use as part of a balanced diet.

Article1 – Application and enforceability of the terms and conditions of sale

These terms and conditions of sales shall apply to any sale of goods or services between the company Nutrilab (hereinafter "the company") and its customers. They are printed on the reverse side of each invoice and /or each invoice statement. The fact of placing an order or accepting ordered goods requires the full unreserved acceptance of these terms and conditions of sale by the customer to the exclusion of any other documents such as leaflets or catalogues, which have and can only have an indicative value. The customer can, at any time, choose their supplier, no special terms and conditions can prevail over the terms and conditions of sale without the Company's formal written acceptance. The fact that the company does not apply any of these terms and conditions of sale at a given time, may not be construed as a waiver of its right to apply any of the said terms and conditions at a later date. In the event of specific provided contractually written agreements, between the company and the customer, these agreements, which may depart from certain provisions, shall otherwise remain applicable. These terms and conditions of sale are applicable throughout French territory and the European Community.

Article2 – Disputes – Assigment of jurisdiction.

Unless the company prefers to bring the matter before any other competent jurisdiction, the commercial court or the high court of the company's headquarters will have sole jurisdiction in the event of a dispute of any nature relating to a supply or payment regardless of the terms and conditions of sale and the payment method. The interpretation and execution of these terms and conditions of sale as well as the acts that may result from them are exclusively subject to French law, as long as they comply with European Community directives.

Article3 – Ordering

Orders are final as soon as they are sent to the company by any means. According to standard industry practice, orders are placed by the customer, and received by the company, either by telephone, fax, or mail, and unless the company departs from this practice, are the subject of a purchase order. When it is deems it necessary to protect its interests, the company reserves the right to depart from this practice without notice. No amendment or cancellation of the order can be taken into consideration. The acceptance of the order by the company results from the issuance of the products to the customer, except service delivery which may be the subject of separate special contract. All orders are considered acceptance of the terms and conditions of sale.

Artcile4 – Executing the order

Orders are only processed according to availability, the company may operate total or partial deliveries. Deliveries are made by the direct delivery of the products to the customer, or by the delivery of the products, in closed packages, by a shipper or carrier to the customer's home. The package is generally accompanied by a delivery note or invoice. The deliveries are made to the premises of the customer who is obliged to receive them. The obligation whereby the customer requires the company, or the carrier, to leave the package or packages, either in another non-secure location, the customer's absence or the closure of their establishment, waives the company from any liability in the event of theft, damage or accident. The delivery and/or shipping times are always given as a guide and exceeding such times them may not in any case give rise to termination or damages.

Article5 – Receipt

Without prejudice to the arrangements in relation to the carrier, complaints about apparent defects or the non-conformity of the delivered product with the product ordered must be sent in writing within eight days of the actual delivery of the goods. In the case of an apparent defect or non-conformity of the goods delivered with the goods ordered, duly identified by the company, the customer can obtain a refund for the goods excluding any compensation or damages. In addition, the packaging bearing the company's marking must be returned in good condition, free of any charge, to its staff, representatives or agents within a maximum period of eight days from the date of the delivery. They may only be used for goods sold by the company which exclusively owns them.

Article6 – Non-execution of the order

The occurrence of an event of force majeure has the effect of suspending the execution of the company's contractual obligations. The following, among others, constitute cases of force majeure: war, riots, fires, total or partial strikes impeding the company's normal operations, accidents, technical incidents or any other similar incidence which makes it impossible to stock the product. The customer may, at any time, choose their supplier, the company reserves the right to refuse to enter into any new contractual relationship and, hence, execute any new order if the customer is not up-to-date with their payment obligations in respect of the company.

Article7 – Returns

Any item returned must be the subject of a formal agreement between the company and the customer. Any item returned without this agreement remains the customer's property and shall not result in the issuance of a credit note. Any return accepted by the company shall lead to the issuance of a credit for the customer after a quantitative and qualitative check of the goods by the company, and on condition that the said goods are accompanied by proof of the corresponding orders. No goods can be returned if the product expiry date is less than or equal to six months, date calculated from the date of the return request made by the customer to the company. In all circumstances, any returned item unfit for sale will not be returned under more beneficial terms than those granted to the company by its supplier. The costs and risks incurred by the return shall be at the customer's expense.

Article8 – Guarantee

The goods are guaranteed against any material or manufacture fault, from the date of delivery, for a period stated in the guarantee certificate relating to the product. No interventions under guarantee can prolong the duration of the guarantee. Under this guarantee, the company's only obligation will be the free replacement or repair of the item found to be faulty by its departments. To qualify for this guarantee, any product must be submitted to the company's after-sales department beforehand, whose agreement is essential for any replacement. Any shipping costs shall be at the customer's expense. The following are also excluded: faults and damage caused by natural wear and tear or by an external accident (incorrect care, abnormal use, etc.), or even by an amendment to the product not provided or specified by the company.  

Article9 – Transfer of risks

Notwithstanding the provisions of article 9 below, the goods travel, in all cases at the risk of the customer who is responsible, in case of damage or if the goods go missing, for making inquiries and confirming their reservations, according to the provisions of article 105 of the [French] Commercial Code.

Article10 – Retention of title clause

The transfer of ownership is subject to the full payment of the delivered goods. The company intends to assert the retention of title clause in the framework of the provisions of articles 121 and 122 of Law No. 85-98 of 25 January 1985 and by way of derogation from the provisions of article 1583 of the [French] Civil Code. The reservation of title applies even if extensions of deadlines have been exceptionally made to the purchaser. All in-stock goods are presumed to be those not paid for. The responsibility for storing the goods is transferred to the buyer upon delivery.

Article11 – Price

The goods are supplied at the price in force at time of delivery, and/or the price determined by the legislative provisions and/or regulations which are applicable to them, for the goods concerned by those provisions. Prices are subject to change without notice except contractual commitments on our part with the purchaser. Prices exclude tax when leaving the company based on the prices communicated to the customer; as various VAT rates are applied to the various categories of products according to the legislation in force. Only the tax corresponding to the price actually paid gives the right to a deduction. Customers are only responsible for setting their own sales price and the advertising of the so-called prices.

Article12 – Invocing

The invoices according to category of customers can be grouped into weekly, ten-day, fortnightly or monthly statements, mentioning the due date for payments whose starting point is the end of the consolidation period. However, in the event of paying cash on delivery, each invoice is payable immediately and without delay, as soon as the products have been delivered to the customer, which means that, without payment, the goods will not be delivered.

Article13 – Payments terms

The payment terms are those in force at the time of delivery, provided that the customer is up-to-date with their payment obligations to the company. The invoices or invoice statements are payable at the company's headquarters. Any bills possibly drawn by the company to facilitate the payment, shall not in any case constitute a novation of this payment location. Discounts, rebates and commercial and financial benefits, of any nature that are the subject of a scale communicated to the customer upon request, are only due under the express condition that the company has actually received the full amounts owed by the customer on the agreed dates. The invoice or invoice statement amounts may in no case be unilaterally reduced by the customer from the sums which may possibly be owed to them by the company, which reserves the right to recover the amounts so deducted by any means, at the customer's expense. In no case can the payments or payment terms be suspended or changed, nor be subject to any compensation without the company's prior written agreement. Provided that the customer is up-to-date with their payment obligations to the company, or that the customer's payment obligations in respect of the company have not been the subject of more than two adjustments in the course of a calendar year, the goods are payable within a period of thirty days from the end of the month, statement date, without charges, or very exceptional discounting and fully effective beyond thirty days from the end of the month plus charges whose annual rate excluding taxes cannot be less than the legal interest rate on the billing date increased by 1% per year, may be made expressly permitted by the company to the customer if the latter undergoes, in the exercise of their profession, an unexpected cycle which calls into question the general economy and/or existence of its business assets. Any deterioration of the buyer's credit may at any time justify, depending on the risks incurred, the fixing of a ceiling of an overdraft for the buyer, the requirement of certain payment deadlines, a cash settlement or certain safeguards. This will particularly be the case if an assignment, lease, pledge or contribution of their business assets has an adverse effect on the buyer's credit. In case of deferred payment or a payment plan, a payment in accordance with this article constitutes not just the delivery of a trade bill or of a cheque involving an obligation to pay, but their effective settlement on.

Article14 – Payments incidents

The company reserves the right to not make future deliveries in the event of non-payment of a single invoice or a single statement by its due date, forty-eight hours after a request has been sent to the customer by registered letter with acknowledgement of receipt and has remained without effect. During this period, the company reserves the right to only pursue its trade relations with the customer for the full settlement of each delivery. The company reserves the right, at any time, to set an overdraft ceiling for the customer, change the agreed payment terms, submit drafts for acceptance and object if they are not accepted or paid when due. In accordance with article 33 of Order No. 86-1243 of 1 December 1986, late payment penalties are applied if the amounts due are paid after the payment date on the invoice, when the payment occurs beyond the period fixed in these terms and conditions of sales. These penalties are for an amount at least equivalent to that resulting from the application of a rate equal to one and a half times the legal interest rate on the due date. Such interest shall accrue from the date of the due date until the actual payment date. In addition, any failure to pay by the due date, shall lead to the termination of the agreed plan, for the entirety of the customer's debt for both sums due and to become due. The amount of the sums thus due will also be increased, as a penalty clause, at a flat rate to be set at 10% of the sums due including any taxes. In the event of settlement by a trade bill, failing to return the bill fifteen days before its due date is deemed a non-payment, which is considered to be a lack of acceptance. Any partial payment shall be charged first to interest, and then the capital, in accordance with the provisions of article 1254 of the [French] Civil Code. Any costs incurred by the litigation recovery of the sums due by the customer are at its expense. It is expressly agreed that in the event of legal redress or liquidation of the buyer, the amount not yet paid of invoices that they would have been able to issue in respect of services provided to our profit (commercial cooperation, etc.) will be legally compensated with the sums that remain owed to us. 

Article15 – Termination of the contract for non-payment

In the event of a missing payment, which has still not been paid after forty-eight hours, the sale will be legally terminated and the Company may demand, at the customer's expense, the return of the goods issued and not paid for, without prejudice to any other damages. The termination will not only apply to the order in question, but also any previous unpaid orders that have been delivered or are in the course of being delivered whether or not they are due for payment.