General Sales Conditions and Distribution Charter
ACTIVA products are dietary supplements, and as such cannot be considered curative or preventive. Any assimilation to this type of action would only be fictional. Dietary supplements should be used as part of a balanced diet.
Article 1 – Application and enforceability of the general sales conditions
These general terms and conditions of sale apply to all sales of products or services concluded between ACTIVA (hereinafter referred to as “the company”) and its customers.
They are printed on the back of each invoice and/or invoice statement.
The act of placing an order or accepting the goods ordered implies the customer’s full and unreserved acceptance of these general terms and conditions of sale, to the exclusion of any other documents such as prospectuses or catalogs, which have and can only have an indicative value.
As the customer may choose his supplier at any time, no particular condition may prevail over the general sales conditions without the Company’s formal written acceptance.
The fact that the company does not avail itself at a given moment of any of the present general conditions of sale, cannot be interpreted as a renunciation to avail itself at a later date of any of the said conditions.
In the event of special written contractual agreements between the company and the customer, such agreements may derogate from certain provisions which remain applicable insofar as they are not contrary to them.
These general terms and conditions of sale are applicable throughout France and the European Community.
Article 2 – Disputes – Jurisdiction.
Unless the company prefers to bring the matter before any other competent court, the Commercial Court or the Court of First Instance of the company’s registered office shall have sole jurisdiction in the event of any dispute of any nature relating to a supply or payment, regardless of the conditions of sale and the method of payment.
The interpretation and execution of the present general terms and conditions of sale, as well as any acts resulting therefrom, are subject exclusively to French law, except in the case of harmonization with European Community directives.
Article 3 – Orders
Orders are final as soon as they are transmitted by any means to the company. In accordance with industry practice, orders are placed by the customer and received by the company, either by telephone, fax or post, and, unless otherwise agreed, are recorded on an order form.
The company reserves the right to deviate from this practice, without prior notice, whenever it deems this necessary to safeguard its interests.
Any modification or cancellation of the order cannot be taken into consideration. Acceptance of an order by the company results from delivery of the products to the customer, except for services which may be the subject of a specific, independent contract.
All orders constitute acceptance of the general sales conditions.
Article 4 – Order fulfilment
Orders are only fulfilled according to availability, and the company may carry out global or partial deliveries.
Deliveries are made by handing over the products directly to the customer, or by delivery of the said products, in a sealed parcel, by a shipper or carrier to the customer’s home. The parcel is usually accompanied by a delivery note or invoice.
Deliveries are made to the customer’s premises, who is obliged to accept them. The customer’s obligation to leave the parcel(s) with the company, or the carrier, or in another unlocked location, due to the customer’s absence or the closure of the company’s premises, discharges the company from all liability in the event of theft, damage or accident.
Delivery and/or dispatch times are always given purely as an indication, and failure to meet them can under no circumstances give rise to cancellation or damages.
Article 5 – Receipt
Without prejudice to the measures to be taken with regard to the carrier, complaints concerning apparent defects or the non-conformity of the product delivered with the product ordered must be made in writing within eight days of the actual delivery of the products.
In the event of an apparent defect or non-conformity of the products delivered with the products ordered, duly noted by the company, the customer may obtain reimbursement of the products, to the exclusion of any compensation or damages. In addition, packaging bearing the company’s trademark must be returned in good condition, free of all charges, to the company’s employees, representatives or agents within a maximum period of eight days from the date of delivery. They may only be used for products sold by the company, of which they are the exclusive property.
Article 6 – Non-fulfilment of order
The occurrence of a case of force majeure has the effect of suspending performance of the company’s contractual obligations. In particular, the following constitute cases of force majeure: war, riots, fire, total or partial strikes hindering the smooth running of the company, accidents, technical incidents or any other similar event, and the company’s inability to obtain supplies.
As the customer may choose his supplier at any time, the company reserves the right to refuse to enter into any new contractual relationship and, consequently, to execute any new order in the event that the customer is not up to date with his payment obligations to the company.
Article 7 – Returns
All product returns must be the subject of a formal agreement between the company and the customer. Any product returned without this agreement will be kept at the customer’s disposal and will not give rise to a credit note.
Any return accepted by the company will result in a credit note being issued to the customer after the company has checked the quality and quantity of the products, and provided that the said products are accompanied by the corresponding proof(s) of order.
No returns will be accepted if the product has an expiration date of six months or less, calculated from the date of the customer’s proposal to the company.
In all circumstances, no product returned unfit for sale will be taken back under conditions more advantageous than those granted to the company by its supplier.
Return costs and risks are at the customer’s expense.
Article 8 – Warranty
Products are guaranteed against all material or manufacturing defects, from the date of delivery, for a period defined by the warranty certificate attached to the product.
Interventions under the warranty shall not have the effect of extending the warranty period.
The only obligation incumbent on the company under this warranty is to replace free of charge or repair the item recognized as defective by its services. In order to benefit from the warranty, any product must first be submitted to the company’s after-sales service, whose agreement is essential for any replacement. Shipping costs, if any, are at the customer’s expense.
Also excluded are defects and deterioration caused by natural wear and tear or by an external accident (faulty maintenance, abnormal use, etc.), or by any modification of the product not foreseen or specified by the company.
Article 9 – Transfer of risk
Notwithstanding the provisions of the following article9, goods travel in all cases at the customer’s risk, and it is the customer’s responsibility in the event of damage or shortage to make all necessary observations and confirm his reservations, in accordance with the provisions of article105 of the French Commercial Code.
Article 10 – Retention of title
Transfer of ownership is subject to full payment of the goods delivered.
The company intends to enforce the retention of title clause in accordance with the provisions of articles 121 and 122 of law no. 85-98 of January 25, 1985, and notwithstanding the provisions of article 1583 of the French Civil Code.
The retention of title applies even if the purchaser has been exceptionally granted deferment of payment.
All goods in stock are presumed to be unpaid.
Responsibility for the safekeeping of goods is transferred to the purchaser upon delivery.
Article 11 – Prices
Goods are supplied at the price in force at the time of delivery, and/or at the price determined by the legislative and/or regulatory provisions applicable to them, for goods affected by said provisions.
Prices are subject to change without notice, unless we enter into a contractual agreement with the purchaser.
Prices are quoted net of tax ex-works on the basis of the price list communicated to the customer; the different rates of VAT are applied to the different categories of products in accordance with the legislation in force.
Only the tax corresponding to the price actually paid is deductible.
Customers are solely responsible for setting their own sales prices and advertising said prices.
Article 12 – Invoicing
Depending on the customer category, invoices may be grouped into weekly, decadal, fortnightly or monthly statements, mentioning the due date for payment, the starting point of which is the end of the grouping period.
However, in the case of cash payment on delivery, each invoice is due immediately and without delay, as soon as the products are handed over to the customer, which implies that, without payment, the goods will not be handed over.
Article 13 – Terms of payment
The terms of payment are those in force at the time of delivery, subject to the customer’s payment obligations towards the company being up to date.
Invoices or invoice statements are payable at the company’s registered office.
Any bills of exchange drawn by the company to facilitate payment shall under no circumstances constitute a novation of this place of payment.
Discounts, rebates and commercial and financial advantages of any kind, which are the subject of a schedule communicated to the customer on request, are only due on the express condition that the company has been credited, on the agreed due dates, with the full amount of all sums owed by the customer.
The amount of invoices or invoice statements may under no circumstances be unilaterally reduced by the customer by any sums that may be owed to him by the company, which reserves the right to recover by any means, at the customer’s expense, the sums thus deducted.
Under no circumstances may payments or methods of payment be suspended or modified, nor may they be offset in any way without the prior written agreement of the company.
Provided that the customer is up to date with his payment obligations towards the company, or provided that the customer’s payment obligations towards the company have not been regularized more than twice in the course of a calendar year, goods are payable within thirty days end of month, date of statement, without agios, In exceptional cases, the company may expressly grant a discount to the customer if, in the course of his business, he suffers an unforeseen circumstance which does not call into question the general economy and/or the existence of his business.
Any deterioration in the purchaser’s credit may at any time justify, depending on the risks involved, the setting of a ceiling on the purchaser’s overdraft, the requirement of certain payment deadlines, cash payment or certain guarantees. This is particularly the case if the buyer’s credit is adversely affected by the sale, lease, pledging or contribution of his business.
Article 14 – Payment incidents
The company reserves the right not to make future deliveries in the event of non-payment of a single invoice or statement on 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 continue its commercial relations with the customer only against cash payment for each delivery.
At any time, the company reserves the right to set an overdraft limit for the customer, to modify the terms of payment agreed with the customer, to submit bills of exchange for acceptance and to protest them in the absence of acceptance or payment on the due date.
In accordance with article 33 of order no. 86-1243 of December 1, 1986, late payment penalties will be applied in the event that the sums due are paid after the payment date shown on the invoice, when payment is made after the deadline fixed by the present general terms of sale.
These penalties are at least equivalent to the amount resulting from the application of a rate equal to one and a half times the legal interest rate on the due date. This interest runs from the due date to the date of actual payment.
In addition, any failure to pay on the due date will result in the forfeiture of the customer’s entire debt, whether the sums due are due or not. In addition, the amount of sums thus due will be increased, as a penalty clause, by an indemnity fixed at ten percent of these sums, all taxes included.
In the case of payment by bill of exchange, failure to return the bill of exchange fifteen days before its due date shall be considered as non-payment, which shall be considered as a failure of acceptance.
Any partial payment will be deducted first from the interest, then from the principal, in accordance with the provisions of article 1254 of the French Civil Code.
The customer is responsible for all costs incurred by the contentious recovery of sums due.
It is expressly agreed that in the event of the buyer’s receivership or liquidation, the outstanding amount of any invoices he may have issued for services rendered to us (commercial cooperation, etc.) will be automatically offset against the sums still owed to us.
Article 15 – Termination of contract for non-payment
In the event of non-payment, and forty-eight hours after formal notice has remained unanswered, the sale will be cancelled ipso jure and the Company will demand, at the customer’s expense, the return of goods delivered and not paid for, without prejudice to any other damages. Cancellation will apply not only to the order in question, but also to all previous unpaid orders, whether delivered or in the process of being delivered, and whether or not payment is due.
Article 16 – The website
The www.laboratoiresactiva.com website is designed, managed and operated by Activa, SIRET number 42421117500015 and RCS Paris, whose head office is located at 48 rue de ponthieu 75008 Paris. The company can be contacted by telephone on the number indicated on the site: 0825 09 21 92 . The publication director is Mr VERET Amalric, also the company’s legal representative.
The www.laboratoiresactiva.com website is hosted on a dedicated server by OVH, a company with share capital of €10,000,000 whose registered office is at 2 rue Kellermann, 59100 Roubaix – France, and which can be reached by telephone at 0820698765.
Activa cannot be held responsible for the content of comments left by Internet users on its products or for any other misleading advertising. It is the responsibility of each Internet user to verify the information given in relation to the quality of the product commented on. In the event of a health problem requiring medical treatment, it is advisable to consult a doctor or other qualified health professional.
DISTRIBUTION CHARTER
ACTIVA (hereinafter referred to as “ACTIVA”), founded in 1999, specializes in the manufacture, packaging and distribution of nutritional food supplements.
These supplements are a range of complexes of natural active ingredients in the form of microgranules, capsules and tablets, designed to enhance the body’s wellbeing and bring well-being and comfort.
Quality has always been an integral part of ACTIVA’s products (hereinafter referred to as the “Products”), and has enabled the company to expand its business in recent years. This commitment to quality has resulted in ISO 9001/2008 certification.
In order to guarantee a quality product and preserve its reputation, the Products can only be resold under the responsibility of a competent partner who guarantees the image of these products.
Under these conditions, distributors wishing to resell ACTIVA products must undertake to respect ACTIVA’s values as defined in the present distribution charter.
Article 1 – Purpose of this charter
The purpose of this Charter is to define the values to which distributors must adhere in order to resell Products marketed by ACTIVA under its own brands.
The DISTRIBUTOR, who wishes to resell ACTIVA’s Products, undertakes to comply with the terms of this charter throughout the duration of the commercial relationship with ACTIVA.
Article 2 – Contractual documents
The relationship between ACTIVA and THE DISTRIBUTOR is governed by this charter and by ACTIVA’s General Terms and Conditions of Sale. The DISTRIBUTOR acknowledges having read ACTIVA’s General Terms and Conditions of Sale and having accepted the terms without reservation.
Article 3 – Values
In order to become a DISTRIBUTOR, the distributor must respect, from the date of signature of the present Charter and for the entire duration of the commercial relationship with ACTIVA, all the values described below
- 1 – Product presentation
ACTIVA markets high-quality products by managing the entire production process, from procurement (active ingredients, excipients, packaging) and assembly protocols (dosing, mixing/compression) to the delivery of finished, packaged products.
Procedures defined in specifications are implemented at every stage, from design to marketing.
Complexes are manufactured to the strictest standards to guarantee safety and traceability (9001 certification and European Directive 2002/46, FDA).
To ensure the highest standards, our products are manufactured in France in a facility that complies with all applicable standards.
In order to preserve this quality image, the DISTRIBUTOR undertakes to present the Products in an area dedicated exclusively to dietary supplements.
The location and layout of this space must ensure that the Products are presented in a manner that enhances their value and avoids any distortion, depreciation or devaluation of the Products and their image.
THE DISTRIBUTOR’s point of sale must be set up in a neat environment that is not likely to damage the image of the Products.
For internet distribution, THE DISTRIBUTOR shall comply with the same conditions regarding the presentation of the Products as those mentioned above for physical points of sale.
DISTRIBUTOR’s website shall enable consumers to obtain appropriate technical and marketing information about the Products.
In general, DISTRIBUTOR shall ensure compliance with the regulations in force concerning dietary supplements and health claims in accordance with the legislation.
In particular, DISTRIBUTOR shall refrain from associating the Products with terms, words or expressions not directly related to the type of Products and not in keeping with the quality image of the Products.
- 2 – Guarantee of quality advice to consumers
Given the specific nature of the Products, the DISTRIBUTOR undertakes, for each of its sales outlets, to guarantee the presence of qualified personnel capable of advising the consumer in his choice of food supplements and providing him with the best information on each Product marketed by ACTIVA, on ACTIVA’s requirements for the selection of its Products.
- 3 – Sale of Products
The DISTRIBUTOR undertakes to comply with any marketing advice formulated by ACTIVA for the presentation of the Products.
In any event, THE DISTRIBUTOR agrees to comply with ACTIVA’s brand graphics when selling the Products. Any advertising carried out by THE DISTRIBUTOR mentioning the Products shall comply with ACTIVA’s graphic charters.
In connection with the sale of the Products, DEALER shall refrain from any promotional initiatives that may disparage the image of the Products. In particular, DISTRIBUTOR agrees not to use the Products in promotional practices consisting of attracting consumers with commercial offers on the Products when they are not available in sufficient quantities in stock.
All sales via the Internet require the prior agreement of ACTIVA in order to preserve the laboratory’s image.
- 4 – Financial conditions for resale of Products
DEALER shall not resell the Products at a loss.
The DISTRIBUTOR shall bear the risks of its own operation without there being any relationship of subordination or de facto partnership between the DISTRIBUTOR and ACTIVA.
The DISTRIBUTOR is totally independent and is solely responsible for the direction and management of his business. In particular, DEALER shall assume all obligations and responsibilities resulting from the hiring of its employees as well as all legal and regulatory formalities of a fiscal, social and accounting nature without ACTIVA being able to intervene in any way whatsoever.
The DISTRIBUTOR undertakes to resell the products only to consumers established in France.
- 5 – Non-exclusivity of DISTRIBUTOR
The status of DISTRIBUTOR does not confer any exclusivity on the marketing of the Products.
- 6 – Liability and sanctions
Failure by the DISTRIBUTOR to comply with the values, financial conditions and graphic charters may result in the termination of all commercial relations with ACTIVA.
DISTRIBUTOR shall be solely and fully liable for its business activities and in particular for any damage that may result to customers or any other third party from its advertising activities, failure to comply with the obligations arising from this Charter, failure to comply with applicable regulations, breach of contractual obligations arising from its contracts with its own customers, or any other harmful act attributable to it.
As a result, THE DISTRIBUTOR shall indemnify and hold ACTIVA harmless against any and all claims against ACTIVA arising from THE DISTRIBUTOR’s own default.
The DISTRIBUTOR shall also reimburse ACTIVA for any sums incurred by ACTIVA in its defense (bailiff’s fees, attorney’s fees, court costs, etc.) for which ACTIVA has been unable to obtain reimbursement. DISTRIBUTOR agrees to take out all insurance required by law and regulations with the insurance company of its choice to cover the risks that may arise from its business.
THE DISTRIBUTOR shall refrain, throughout the term of this Agreement and for two (2) years following its termination, from disclosing any information of any nature whatsoever, including any commercial, financial, legal, or technical information relating to the Products and/or ACTIVA, and of which DEALER shall have become aware during the performance of this Agreement, that could, in particular, favor the interests of a company competing with ACTIVA or harm ACTIVA, even indirectly.
THE DITRIBUTOR shall likewise ensure that its employees or any other person with whom it may come into contact comply with this obligation.
- 7 – Intellectual property rights
THE DISTRIBUTOR shall have no intellectual property rights in the Products, in the trademarks under which the Products are marketed, or in any advertising or presentation materials provided by ACTIVA.
If THE DISTRIBUTOR becomes aware of any infringement, imitation, unauthorized use or unfair competition, it shall immediately notify ACTIVA.
- 8 – Applicable law and jurisdiction clause
This Contract is governed by French law.
Any dispute arising in connection with this charter and more generally with the commercial relations between DISTRIBUTOR and ACTIVA shall be brought before the competent courts located within the jurisdiction of ACTIVA’s registered office.
