TERMS AND CONDITIONS

 

ARTICLE 1 – SCOPE

These General Conditions of Sale constitute, in accordance with article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which RESPERFUMA MARKETING SOLUTIONS (“The Service Provider”) provides professional Clients (“The Clients or the Client”) who request them with the following services and products: Marketing service in the form of service or product, Brand image, Content, Graphic design, Photo and Video, Art creation, Packaging, Events, etc. (“the Services”).

They apply, without restriction or reservation, to all the Services provided by the Service Provider to Clients, regardless of the clauses that may appear in the Client’s documents, and in particular his general purchasing conditions.
In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Client who requests them, to enable him to place an order with the Service Provider. They are also communicated to any Client prior to the conclusion of a single agreement referred to in Articles L 441-3 et seq. of the French Commercial Code, within the legal deadlines. Any order implies, on the part of the Client, the acceptance of these General Conditions of Sale. In accordance with the regulations in force, the Service Provider reserves the right to derogate from certain clauses of these General Conditions of Sale, depending on the negotiations carried out with the Client, by establishing Special Conditions of Sale.

ARTICLE 2 – ORDERS

Acceptance by the Client of the quote issued by the Service Provider has the value of an order. Acceptance of the quote by the Client and the taking into account of the order by the Service Provider are confirmed by email. The data recorded in the Service Provider’s computer system constitutes proof of all the transactions concluded with the Client.

Any changes to the order requested by the Client will only be taken into account, within the possibilities of the Service Provider, if they are notified in writing by the Client and confirmed by the Service Provider after any price adjustment. In the event of cancellation of the order by the Client after its acceptance by the Service Provider for any reason whatsoever except force majeure, the deposit of 50% of the total price of the Services excluding VAT provided in the quote will be acquired to the Service Provider and invoiced to the Client.

In the event of cancellation of the order when the Service Provider has incurred specific costs beyond the amount of the deposit, a lump sum will be agreed between the two Parties.

ARTICLE 3 – PRICES

The Services are provided at the Service Provider’s prices, according to the quote previously established by the Service Provider and accepted by the Client, as indicated in the “Orders” article above.
An invoice is drawn up by the Service Provider and given to the Client each time the Services are provided.

ARTICLE 4 – PAYMENT CONDITIONS

A deposit corresponding to ”50”% of the total price of the Services ordered is required when placing the order.
The balance of the price is payable in totality when the invoice is received, for said services, under the conditions defined in the article “Modalities of provision of the Services” below.

Unless an additional payment period agreed upon by agreement between the two parties and appearing on the invoice, payment is made no later than the 30th day following the invoice date (C. Com. Art L. 441-6, al. 2 amended from the law of May 15, 2001).
Any late payment may give rise to late penalties payable without reminder, at the rate of 10% of the total invoice per month of delay (Fight against late payment / article 53 of the NRE Law). The penalty calculation formula is: Late penalties = [(rate) x amount including tax] x [number of days late / 365].

ARTICLE 5 – MODALITIES OF PROVISION OF THE SERVICES

The responsibility of the Service Provider can in no case be engaged in the event of delay or suspension of the provision of the service attributable to the Client, or in the event of force majeure.

The Services will be provided at the locations mentioned on the quotes and orders.
In the event of a specific request from the Client concerning the conditions of provision of the Services, duly accepted in writing by the Service Provider, the related costs will be the subject of a specific additional billing, on estimate previously accepted by the Client.
Special case of subsidiaries: all the Services provided by the Service Provider for the benefit of a Client representing a subsidiary may not be used by any other entity of the group to which the subsidiary belongs without the prior agreement of the Service Provider. The extension of use of the Services provided to subsidiaries other than that mentioned in the quote and the invoice may give rise to additional specific invoicing.

ARTICLE 6 – LIABILITY AND GUARANTEES

The provider
The responsibility of the Service Provider can only be engaged in the event of proven fault or negligence and is limited to direct damage to the exclusion of any indirect damage of any kind.
In order to assert his rights, the Client must, under penalty of forfeiture of any action relating thereto, inform the Service Provider, in writing, of the existence of the defects within a maximum period of 8 days from their discovery.
The Service Provider will rectify or have it rectified, at its exclusive expense, in accordance with the appropriate terms and conditions approved by the Client, the Services deemed to be defective.
In any case, in the event that the Service Provider is held liable, the Service Provider’s guarantee would be limited to the amount excluding VAT paid by the Client for the provision of the Services.

The Client
The Client assumes full and entire responsibility for the choices made in terms of textual and iconographic content appearing in the achievements delivered by the Service Provider, as well as for the operation that will be made of it, and in particular of the latter’s compliance with the regulations in force. He also ensures that he owns the rights necessary for the exploitation of all the creative textual and iconographic elements provided by him to the Service Provider as part of his

mission, and guarantees the Service Provider against any third party complaint relating to the violation of the rights of these elements.

ARTICLE 7 – INTELLECTUAL PROPERTY RIGHT

The Service Provider remains the owner of all intellectual property rights on studies, drawings, models, prototypes, photos, videos etc., (“Works”) produced (even at the Client’s request) with a view to providing services to the Client . The Client therefore refrains from any reproduction or exploitation of said Works, without the express, prior written authorization of the Service Provider who may make it conditional on financial compensation.

In accordance with the “CPI” (articles L.121-1 to L.121-9) will only be transferred to the client, for the Work provided, the property rights explicitly stated in the conditions of transfer, to the exclusion of any other, and this in the limits also appearing there. It is recalled that the moral right of a creation (including in other words the right to respect for the work and the right to respect for the name) remains attached to its author in a perpetual and imprescriptible manner.

Any full or partial representation or reproduction made without the consent of the author or his successors in title is illegal, and punishable according to the laws relating to the offense of counterfeiting. It is the same for the translation, the adaptation or the transformation, the arrangement or the reproduction by any art or any process (Art. L. 122-4 of the CPI)

All production and related rights, subject of the order, remain the full and exclusive property of the Service Provider as long as the invoices issued by the Service Provider are not paid in full by the Client, up to the total amount of the order and any amendments concluded during the service. As a corollary, the Client will become the de facto owner of the rights transferred as from the final payment and settlement of all the invoices issued by the Service Provider within the framework of the order.

The possible delivery of sources’ files or work files relating to this order will only be made in the event of necessity induced by the strict exploitation of the work provided for in the conditions of transfer or in a subsequent amendment.

ARTICLE 8 – PERSONAL DATA

Personal data collected from Clients is subject to computer processing carried out by the Service Provider. They are recorded in his Client file and are essential for processing his order. They will be kept as long as necessary for the execution of orders and any guarantees that may apply.
Access to personal data will be strictly limited to employees of the Service Provider. The information collected may possibly be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the Client’s authorization being necessary.

As part of the performance of their services, third parties have only limited access to the data and are required to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Service Provider is prohibited from selling, renting, assigning or giving access to third parties to the data without the Client’s prior consent, unless he is forced to do so for a legitimate reason.

In accordance with the applicable regulations, the Client has a right of access, rectification, erasure, and portability of data concerning him, as well as the right to oppose the processing for legitimate reasons, rights he may exercise by contacting the Service Provider at the following email address: virginie.gervason@resperfuma.com . In the event of a complaint, the Client can address a complaint to the Supplier’s personal data protection officer of the National Commission for Computing and Freedoms.

ARTICLE 9 – FORCE MAJEURE

The Parties cannot be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of article 1218 of the Civil Code.

ARTICLE 10 – DISPUTES

In order to jointly find a solution to any dispute that may arise in the performance of this contract, the contractors agree to meet within 30 days from the date of sending the receipt of a registered letter with acknowledgment of receipt, notified by one of the two parties.

This amicable settlement procedure constitutes an obligatory prerequisite for the initiation of legal action between the Parties. Any action brought in violation of this clause would be declared inadmissible.

However, if at the end of a period of 60 days the Parties were unable to agree on a compromise or a solution, the dispute would then be submitted to the jurisdictional jurisdiction designated below.

All disputes to which this contract and the agreements resulting from it may give rise will be submitted to the Tribunal de Grasse.

All disputes to which this contract and the agreements resulting from it may give rise will be submitted to the competent courts according to common law.

ARTICLE 11 – LANGUAGE OF THE CONTRACT – APPLICABLE LAW

These General Conditions and the operations resulting from them are governed by French law.

ARTICLE 12 – CLIENT ACCEPTANCE

These General Conditions of Sale are expressly approved and accepted by the Client, who declares and acknowledges having perfect knowledge of them, and therefore waives the right to rely on any contradictory document and, in particular, his own general conditions of purchase, which will be unenforceable against the Service Provider, even if he is aware of it.

10/2021