Article 1 - APPLICATION AND CONTEST OF THE GENERAL SELLING CONDITIONS

Placing an order means the complete approval of our General Selling Conditions by the buyer, excluding all others documents, even if special buying conditions were done.

Article 2 - ORDERS

BFA Laboratoires can only accept written orders (by fax or mail). These orders have to be approved by the seller and can be cancelled only with our plain agreement.

Article 3 - BOOKING OF GOODS, CONTRACTS

Contracts or booking of goods are related to prior contracts. They go through independent order processing. Each call-off or order on these bookings or contracts will be confirmed without any commitment in the processing of the future orders or call-offs. Reserves made in case of absolute necessity may apply at any time in the processing of the goods or contract bookings.

Article 4 - PRICES

In any case our indicative prices could not be considered as a firm offer. Invoices are done under our confirmation of up-to-date prices at the actual delivery time.

Article 5 - INDUSTRIAL PROPERTY

The communication of technical information on the products sold or sampled, our signature put to the terms of reference issued by our customers, cannot be considered as a transfer of industrial property, know-how or trade secret.

Article 6 - DELIVERY

Delivery times given by the seller are only approximate and do not engage BFA Laboratoires. Delay which may occurs does not give the buyer the right to cancel the sale or to claim any damage whether compensatory.

Article 7 - SHIPMENT

The seller will not entertain claims for loss , damage, non delivery or non conformity of goods and the buyer will be deemed to have accepted the goods unless the buyer fully complies with the following conditions:

All claims for partial loss or damage to any consignment or non delivery of part of any consignment or non conformity of the delivered items and the ones ordered, must be received by the seller within 7 days after receipt of the consignment or partial consignment, by registered mail.

Article 8 - RETURNED GOODS

All returned goods are subject to a formal written agreement between BFA Laboratoires and the buyer. All returned goods will not be accepted without this previous agreement and thus will not be credited to the buyer.

Only unsaleable goods beeing the fact of BFA Laboratoires can be returned. The seller will solely accept returned goods in its original package.

If BFA Laboratoires accepts returned goods, a credit note will be established in favour of the buyer, after checking the correct resealable condition of the product.

Article 9 - PAYMENT

Unless otherwise stated on the seller's invoice, payment for each delivery must occur as to be received by the seller not later than the thirtieth day from the date of invoice and shall be made in the specified currency.

In any case, payments cannot be differed or subject to a compensation within a previous written agreement from BFA Laboratoires.

In case of anticipated payment, BFA Laboratoires will not apply any discount.

In case of delay in payment, BFA Laboratoires will hold or cancel all the orders or subsequent deliveries without notice and all other payments, even those which are not at the maturity date, can be immediately dued.

In case of delay in payment, BFA Laboratoires will charge the buyer penalties on overdue accounts from the dued date until total payment at the legal rate plus 1,5 % per month of delay. These extra cost will apply without notice.

The buyer have to pay all charges concerning the collection of money and the lawyer's retainers.

Article 10 - CASE OF ABSOLUTE NECESSITY

Juridical consequences of the absolute necessity case will apply and the following facts will constitute, according to the case, causes of extinguishment or postponement of our commitments without any recourse from the buyer, that is to say: accidents that may occur and thus disrupt our production or the storage of our products, carrying failure, fire, flooding, breaking of machines, total or partial strikes, lockout, decisions from Legal Authority, or war and civil war, riots, raw materials or energy supplying troubles, stolen raw materials but also all events that could delay or stop or make inordinate from an economic point of view, the achievement of our commitments.

Article 11 - PROPERTY RIGHTS

Property transfer of the delivered goods is effective after complete payment, then products become the property of the buyer. In consequence, if this procedure is not adhered to, BFA Laboratoires will have the right to recover the unpaid goods.

Article 12 - TRANSFER OF RESPONSABILITY

In spite of clause of transfer of property, the buyer is responsible of the goods upon delivery or at such earlier time as risk shall pass to the buyer in accordance with Incoterms.

Article 13 - JURIDICTION

The contract and the General Selling Conditions shall be governed by and interpreted according to the french laws. In case of litigation, the Tribunal de Commerce de Cannes is the only body competent to deal with the issue, whatever delivery place or payment terms.