GENERAL TERMS AND CONDITIONS OF SALE
B2B T&Cs – LMD BEAUTY EU
GENERAL TERMS AND CONDITIONS OF SALE
Professional (B2B) clients
LMD BEAUTY EU SAS
Simplified joint-stock company with share capital of €3,700
Registered office: 4 Rue de la République, 69001 Lyon, France
SIREN: 937 822 948
RCS: Lyon
VAT number: FR55937822948
Email: admin@lmdbeauty.eu
Telephone: +33 4 28 29 45 68
Website: www.lmdbeauty.eu | https://b2b.lmdbeauty.eu
Article 1 – Purpose and scope
These General Terms and Conditions of Sale, hereinafter the “GTCS”, apply to all sales concluded by LMD BEAUTY EU SAS, hereinafter the “Seller”, with professional clients, hereinafter the “Client”.
They apply to all products offered by the Seller, in particular:
• in files, listings, catalogues, offers and price schedules sent electronically to the Client, including in Excel format or equivalent;
• on websites operated by LMD BEAUTY EU, where the relevant offer is intended for professionals.
Any order implies the Client’s full and unconditional acceptance of these GTCS.
These GTCS prevail over any other document issued by the Client, including any purchase terms and conditions of the Client, unless expressly accepted in writing by the Seller.
In the event of any inconsistency between these GTCS and specific conditions agreed in writing between the parties, the specific conditions shall prevail.
Article 2 – Products
The products offered for sale are those described in the commercial materials, listings, catalogues, quotations, offers or websites referred to in Article 1.
Photographs, visuals, descriptions, technical sheets, packaging, notices, presentations and other communication materials are provided for information purposes only and are not contractual. They may change without giving rise to any liability on the part of the Seller.
As a professional, the Client acknowledges that it is responsible for verifying, before placing any order, that the products are suitable for its needs, its business, its market, and the regulations applicable in its country of resale, import, export, presentation or distribution.
Article 3 – Quotations and validity of offers
Unless otherwise stated, the Seller’s quotations and offers remain valid for fifteen (15) calendar days from their date of issue.
The prices, conditions, availability, free-shipping thresholds, minimum order quantities, volume discounts and logistics terms appearing in the Seller’s quotations, offers, listings or communications are binding only during their validity period and subject to availability at the time of the order.
If payment is not made within the validity period of the offer, the quotation or offer shall automatically lapse.
Article 4 – Formation of the order
Unless otherwise expressly accepted by the Seller in special conditions, an order shall only be deemed firm and final after:
• possible acceptance of the order by the Seller; and
full receipt of the price by the Seller.
By way of exception, special conditions may provide for a deposit with the balance payable before shipment, or for any other arrangement expressly accepted in writing.
The Seller reserves the right to refuse, suspend or decline to confirm any order, in particular in the event of:
• insufficient stock;
• a previous payment incident or delay;
an identified commercial risk;
inconsistencies in the information provided by the Client;
a legitimate doubt as to the solvency, identity, destination, intended use or regulatory compliance of the transaction.
If a product is wholly or partly unavailable before shipment, the Seller may offer a postponement, an adjustment to the order or a refund of the corresponding sums, without any further compensation.
Article 5 – Prices
Prices are stated in euros excluding taxes (excl. VAT), unless otherwise indicated, and do not include transport, insurance, handling, customs duties, local taxes, bank charges or any other ancillary costs, unless otherwise stated in the offer or invoice.
Price schedules may be changed at any time before the final validation of the order.
Any entitlement to free delivery depends in particular on the country of delivery, the nature of the products, the quantities ordered and the conditions communicated by the Seller.
Minimum order quantities and volume discounts, where applicable, depend on the products and the relevant offers.
Unless otherwise agreed in writing, no discount shall be granted for early payment.
Article 6 – Payment terms
Unless special conditions provide otherwise, sales are payable in full before shipment.
Payments may be made by:
• bank transfer;
• bank card where this payment method is offered by the Seller;
cash, within the limits authorised by the applicable regulations.
The Client shall only be deemed to have fulfilled its payment obligation when the funds have actually been credited to the Seller’s account.
Where special conditions provide for a deposit, the balance shall be paid in accordance with the terms set out in the quotation, invoice or any written agreement.
The Seller reserves the right to suspend any current order, any preparation, any delivery or any new sale in the event of a late payment or payment incident.
Article 7 – Retention of title
The Seller retains title to the products sold until full and effective payment of their principal price, accessories, taxes and any related charges.
However, the transfer of risk shall take place in accordance with the logistics terms agreed between the parties and, in particular, in accordance with the Incoterm stated on the invoice or on any applicable commercial document.
Until full payment has been made, the Client undertakes to keep the products in such a way as to allow their identification, individualisation and traceability.
Article 8 – Delivery
Delivery times are provided for guidance only.
A reasonable delay in delivery may in no event justify cancellation of the order, refusal to pay, the application of penalties against the Seller or the award of damages.
Partial deliveries are permitted.
The organisation of transport, the allocation of shipping, insurance and risk-related costs, and the point at which risks are transferred shall be determined by mutual agreement between the parties and, where applicable, in accordance with the Incoterm stated on the invoice or on the applicable contractual document.
Unless the Seller has accepted specific written instructions, the Seller remains free to choose the mode of shipment, the carrier and the appropriate logistics arrangements.
Article 9 – Receipt of goods and claims
The Client must inspect the products immediately upon receipt.
Any reservations relating to transport, damaged parcels, breakage or missing quantities must:
• be stated precisely and with reasons on the delivery note, the carrier slip or the CMR;
• be confirmed in writing to the Seller within five (5) business days from receipt.
Any claim relating to a reference error or an apparent lack of conformity must be sent in writing to the Seller within a maximum period of thirty (30) business days from receipt of the products, together with all relevant supporting documents.
Any late, incomplete, imprecise, undocumented claim or any claim not complying with this Article may be rejected.
No claim shall suspend the obligation to pay sums due, unless expressly agreed by the Seller.
Article 10 – Returns and refusal of goods
No return of goods shall be accepted without the Seller’s prior written consent.
Any accepted return must concern products that are:
• kept, as far as possible, in their original packaging;
• in perfect condition for resale;
unopened, unused, untested and unsealed.
Except in the case of an error attributable to the Seller or a defect acknowledged by the Seller, the costs and risks of the return shall remain borne by the Client.
Returns for convenience are excluded.
Refusal of goods upon delivery is accepted only where there is a legitimate, objective and duly documented reason, such as obvious damage, a manifest order error or a proven apparent non-conformity.
Article 11 – Warranty
The Seller warrants only proven defects affecting the products, provided that they have been stored, transported, handled and used under normal and appropriate conditions.
The warranty shall not apply in the event of:
• improper preservation;
• inadequate storage;
exposure to inappropriate temperature, humidity, light or environmental conditions;
improper handling;
alteration of the product, its packaging, its identification or its labelling;
lack of traceability attributable to the Client.
If a defect is acknowledged by the Seller, the Client may obtain, at its option, either a credit note or a refund limited to the products concerned, to the exclusion of any automatic replacement.
No warranty is given as to the commercial turnover, sales speed, marketability on a given channel or the economic performance expected by the Client.
Article 12 – Specific obligations of the Client for beauty / cosmetic / hygiene products
The Client undertakes to:
• comply with all storage, preservation, hygiene, handling and transport conditions appropriate to the nature of the products;
• ensure batch traceability;
keep the information necessary for product identification;
comply with all regulations applicable to the resale, export, import, distribution, presentation and marketing of the products in its market or markets.
The Client remains solely responsible for the compliance of its own distribution or resale activity in its territory, towards its customers and with regard to the rules applicable to it.
Article 13 – Use of trademarks, visuals and commercial materials
The Client is authorised to use the logos, visuals, product sheets, photographs, videos, style guides or branding elements relating to authentic products purchased from the Seller, solely for the purposes of promoting, presenting and reselling those products.
This authorisation is granted on a precarious, non-exclusive and non-transferable basis, and only for the period strictly necessary for the marketing of the products concerned.
No transfer of intellectual property rights is granted to the Client.
The Seller may at any time request the removal of any material or use that is manifestly misleading, unlawful, non-compliant with trademark rights or likely to create confusion as to the origin, availability or characteristics of the products.
Article 14 – Confidentiality
The Client undertakes to keep strictly confidential, and not to disclose to third parties without the Seller’s prior consent, any non-public information of which it may become aware in the context of the commercial relationship, in particular:
• prices;
• commercial terms;
restricted catalogues;
sourcing data;
agreements with brands or suppliers;
logistics, commercial or strategic information.
This obligation shall remain applicable throughout the duration of the commercial relationship and for three (3) years after its termination, for any reason whatsoever.
Article 15 – Liability
The Seller’s liability is strictly limited to proven direct damage suffered by the Client and resulting exclusively from a breach attributable to the Seller.
In any event, the Seller’s total liability, regardless of the cause, shall be capped at the amount of the order concerned excluding VAT.
The Seller shall not be held liable where the damage results, in whole or in part, from:
• improper preservation;
• inadequate storage;
improper handling;
improper use;
failure by the Client to comply with the regulations applicable to its activity, market or territory;
instructions, choices or constraints imposed by the Client.
Article 16 – Force majeure
Neither party may be held liable for a failure to perform its obligations where such failure results from a force majeure event within the meaning of French law and applicable case law.
In particular, the following may be regarded as such, without this list being exhaustive: natural disasters, fires, labour disputes, major logistics disruptions, significant unavailability of carriers, shortages, administrative decisions, customs blockages, wars, riots, pandemics, major cyberattacks or network failures preventing the normal performance of the contract.
If the force majeure event continues beyond a reasonable period, either party may terminate the relevant order without compensation to either party, subject to services already performed and costs already incurred.
Article 17 – Suspension, refusal and termination
The Seller may suspend the performance of an order, refuse an order or end the commercial relationship in the event of:
• non-compliance with these GTCS;
• a payment incident or late payment;
a legitimate commercial risk;
incorrect or incomplete information provided by the Client;
a serious breach by the Client of its contractual or regulatory obligations.
In the event of a serious breach, the contractual relationship relating to the order concerned may be terminated automatically fifteen (15) days after a formal written notice has been sent and has remained without effect.
Such termination shall not deprive the Seller of the right to claim payment of sums already due or compensation for the loss suffered.
Article 18 – Partial invalidity
If one or more provisions of these GTCS are declared null, invalid, unenforceable or deemed unwritten, the remaining provisions shall remain in full force and effect.
Article 19 – Changes in law or regulations
If a new legal or regulatory provision makes one of the provisions of these GTCS partially or totally unenforceable, the remaining provisions shall remain applicable for the remainder.
Where appropriate, the parties shall endeavour to replace the affected provision with an economically and legally equivalent clause.
Article 20 – Governing law and dispute resolution
These GTCS are governed by French law.
In the event of a dispute relating to their validity, interpretation, performance, termination or to any order connected with them, the parties undertake to seek an amicable solution beforehand.
Failing an amicable agreement, exclusive jurisdiction is granted to the Commercial Court of Lyon, including in the event of multiple defendants, third-party proceedings, summary proceedings or emergency proceedings.