Terms of sale
LSJ PHARMA SAS (hereinafter the "Company") manufactures the food supplements, cosmetic products and medical devices for human and animal health of the brands belonging to LSJ PHARMA (hereinafter the "Products"). These General Terms of
Sale apply only to Customers delivered and invoiced in mainland France, Corsica, Monaco and Belgium.
Any order implies unreserved acceptance of these General Terms of Sale, which alone shall govern the Company's sales, to the express exclusion of any other document issued, in particular, by the Customer. Any derogation from or clause contrary to these General Terms of Sale shall only be valid if it has been accepted in advance and in writing by the Company.
The Customer is reminded that it is free to set, and solely responsible for setting, its resale prices.
The term "Turnover", as used herein, means the turnover achieved by the Company, acting for its department and its LSJ PHARMA brand, with the Customer, on the basis of the prices shown in the Company's Product presentation brochure, excluding taxes, invoiced and actually collected, less returns.
1. Product prices and price reductions
Product prices are set by the price list in force on the day of the order. They are quoted excluding taxes and without early payment discount. They are set according to current economic conditions. All orders are invoiced at the price list in force on the date of the order.
The Customer may benefit from certain price reductions under the conditions defined, in particular in the commercial terms relating to the category to which the Customer belongs.
Any entitlement to a discount or year-end rebate is subject to payment of the invoices due to the Company on their due date and to the Customer's compliance with its obligations. Thus, for example, the discovery of Products at an unauthorised distributor, identified as having been invoiced and delivered to the Customer, may immediately and automatically result in the outright cancellation of this entitlement to a price reduction, in addition to the provisions of the Contract, as well as the invoicing of the legal costs incurred by the Company.
No price reduction constitutes an acquired right for the Customer. Only fulfilment of the condition required for the price reduction will justify granting it.
2. Delivery – shipping – claims
The Company's Products, including special offers and promotions, are delivered exclusively in the pack sizes defined by the Company so that they can be produced industrially in its factories, and which apply to all its customers; in order not to delay the fulfilment of orders, the quantities ordered are rounded to the nearest pack unit. The order preparation procedures (palletisation) are freely decided by the Company through its logistics provider. Shipments are made carriage and packaging paid for any order with an individual value of fifty (50) euros excluding taxes. Below this amount, the Customer will be invoiced a flat-rate shipping fee of TEN (10) euros. An order may not be for fewer than five products for the SOREXIL® reference and twelve units for the other references. Orders must be placed according to the packaging standards indicated in the price list.Orders are recorded within a maximum of two working days and an order in progress cannot be modified. An order may be placed either on paper handed directly to a director of the company, or by email to commande@lsj-pharma.fr. The Company's delivery time is normally 3 working days from receipt of the order. However, delivery times are given for information only. Failure to meet them may under no circumstances give rise to cancellation, systematic penalties or damages, or an extension of the payment period. The Company reserves the right to refuse an order whose amount is unreasonable in view of the usual average order amount or the estimated resale potential of the point of sale concerned.
Otherwise, the Company reserves the right to suspend delivery of current or future orders until said obligations have been fully met. The Products, even when sold carriage paid, always travel at the Customer's risk, whatever the shipping method. Products are transported exclusively by an external provider expressly appointed by the Company for this purpose. Unloading, in accordance with the French transport modernisation law, is carried out by the Customer, the driver having prepared the vehicle for unloading. Any other service will be considered an ancillary service, the remuneration of which is not provided for in these General Terms of Sale. Any excessive waiting time imposed on the carrier in relation to the unloading times and dates shown on the transport document or delivery note will be considered an ancillary service. Any refusal or return of goods must be duly justified by the Customer; our Company must first have been able to verify the reality of the complaint raised and have sufficient time to analyse and, where appropriate, contest the Customer's request. Any delivery refused by the Customer without good reason will remain payable and will incur handling fees of forty-five (45) € excluding VAT, excluding outward and return transport costs, invoiced in this case at fifteen (15) € excluding VAT each. Any claim concerning the nature and/or quality of the goods will only be accepted if it is sent to the Company's customer service within three working days of delivery of the goods. No penalty, even if predefined by the Customer, will be accepted unless it has been the subject, on a case-by-case basis, of the express written agreement of our Company.
3. Return of products
Either thirty (30) days from the invoice issue date, net without discount; or cash, within five (5) days of the invoice issue date, less an early payment discount of one (1) %, calculated on the amount excluding taxes. The application of an early payment discount will give rise to a proportional reduction in deductible VAT.
The Company's invoices are issued in euros and are payable to the Company's customer service in ROUEN, whatever the method of payment. In accordance with Article L441-3 of the French Commercial Code, payment is deemed to have been made on the date on which the funds are made available to the Company. The Company's payment terms, which take into account transit time, are calculated between the invoice date and the date on which the funds are made available. Any late payment interest will therefore be calculated from the due date of the payment period until the date on which the funds are made available, if later. Funds are deemed to be made available:
For a cheque, if it reached the Company forty-eight (48) hours before the stated due date;
For a bank transfer, on the value date of the transfer.
The Company reserves the right to require, for any Customer whose outstanding balance exceeds that guaranteed by an independent third-party insurer selected by the Company, that the payment period for invoices be reduced to fifteen (15) days or cash, or that the Customer pay a deposit on the order amount on the date the order is placed and the balance on the date of delivery, until the Customer's outstanding balance is once again guaranteed by the independent third-party insurer selected by the Company.
By express agreement, the Customer waives any claim in respect of any of the Company's invoices or credit notes once the one-year period stated on the invoices and credit notes has elapsed. For any new Customer, the Company reserves the right to require a bank guarantee from a bank of recognised solvency.
Payment default:
Any payment not made within the periods stated when the invoice is issued will incur late payment penalties calculated on the basis of three
(3) times the legal interest rate in force on the invoice date, on the amount of the invoice including VAT, and a flat-rate fee for unpaid amounts of one hundred
(100) euros excluding taxes, without prejudice to the Company's right to suspend its deliveries and to reduce the payment period to fifteen (15) days or cash for a minimum period of six
(6) months. Failure to pay a single bill or a single invoice on its due date, or termination of the contract for breach of its obligations by the Customer, makes any debt, even if not yet due, immediately payable, automatically and without formal notice, with the exception of late payment penalties. Any recovery through legal proceedings will give rise to the invoicing of all costs and late payment interest.
The Customer may not demand any unjustified return of goods. The return of products must be agreed by the Company's representative and the products to be returned must be registered. Products that are shop-worn, damaged or expired through the fault or negligence of the Customer will be taken back but not refunded, unless otherwise agreed. Any credit note following the return of a product will be issued with a minimum reduction of twenty (20) % on the price list in force at the time of sale of the returned products, a reduction to be increased by the commercial benefits granted when invoicing said products.
4. Payment terms
Payments are made under the following conditions:
- Either thirty (30) days from the invoice issue date, net without discount; or cash, within five (5) days of the invoice issue date, less an early payment discount of one (1) %, calculated on the amount excluding taxes. The application of an early payment discount will give rise to a proportional reduction in deductible VAT.
- The Company's invoices are issued in euros and are payable to the Company's customer service in ROUEN, whatever the method of payment. In accordance with Article L441-3 of the French Commercial Code, payment is deemed to have been made on the date on which the funds are made available to the Company. The Company's payment terms, which take into account transit time, are calculated between the invoice date and the date on which the funds are made available. Any late payment interest will therefore be calculated from the due date of the payment period until the date on which the funds are made available, if later. Funds are deemed to be made available:
- For a cheque, if it reached the Company forty-eight (48) hours before the stated due date ;
- For a bank transfer, on the value date of the transfer.
The Company reserves the right to require, for any Customer whose outstanding balance exceeds that guaranteed by an independent third-party insurer selected by the Company, that the payment period for invoices be reduced to fifteen (15) days or cash, or that the Customer pay a deposit on the order amount on the date the order is placed and the balance on the date of delivery, until the Customer's outstanding balance is once again guaranteed by the independent third-party insurer selected by the Company.
By express agreement, the Customer waives any claim in respect of any of the Company's invoices or credit notes once the one-year period stated on the invoices and credit notes has elapsed. For any new Customer, the Company reserves the right to require a bank guarantee from a bank of recognised solvency.
Payment default:
Any payment not made within the periods stated when the invoice is issued will incur late payment penalties calculated on the basis of three
(3) times the legal interest rate in force on the invoice date, on the amount of the invoice including VAT, and a flat-rate fee for unpaid amounts of one hundred
(100) euros excluding taxes, without prejudice to the Company's right to suspend its deliveries and to reduce the payment period to fifteen (15) days or cash for a minimum period of six
(6) months. Failure to pay a single bill or a single invoice on its due date, or termination of the contract for breach of its obligations by the Customer, makes any debt, even if not yet due, immediately payable, automatically and without formal notice, with the exception of late payment penalties. Any recovery through legal proceedings will give rise to the invoicing of all costs and late payment interest.
5. Impossibility of performance
The Company is released from its obligation to deliver by events beyond its control such as strikes, machine stoppages and breakdowns, supply difficulties, default by its suppliers, interruption of carriers, fires, etc., or in the event of force majeure as defined by law or case law.
6. Stock rotation
In order to preserve the image conveyed by the Company and the quality and performance of the Products, the Customer undertakes to sell the Products as and when they are delivered.
Product presentation
The Products may only be presented, sold or delivered to consumers under the conditions provided for in the Contract. The Company cannot be held liable if the products sold have been stored in abnormal conditions or conditions incompatible with their nature.
7. Advertising and consumer information material
All advertising and consumer information material made available to the Customer free of charge is and remains the property of the Company, including the related intellectual property rights. The Company reserves the right to move it within the point of sale, in agreement with the Customer, or to remove it.
Advertising material that is no longer used must be kept available for the Company; it may only be destroyed by the Customer with the Company's authorisation.
8. Retention of title clause
In accordance with Article L624-16, paragraph 2 in fine, of the French Commercial Code and Articles 2367 et seq. of the French Civil Code, it is agreed with the customer that the transfer of ownership of the products is suspended until full payment of the price and ancillary costs. The Customer undertakes to allow the Products to be identified and claimed at any time, it being understood that Products in stock will be deemed to correspond to unpaid Products, in accordance with Article 2369 of the French Civil Code. The Customer shall take, under its own responsibility, all measures necessary to ensure compliance with the obligations arising from these General Terms of Sale. In the event of breach of any of the obligations undertaken, and upon simple observation thereof, the Company reserves the right to proceed immediately with the return of the Products.
9. Intellectual property
In the event of resale of our products, and solely for the purpose of promoting and advertising the Products, the Customer is authorised to reproduce in whole or in part and to use the trademarks, photographs, visuals, drawings, slogans and, more generally, any element attached to the product and protected by an intellectual property right or image right, of which our Company remains the sole owner. However, the Customer is reminded that the scope of the rights granted to our Company, in particular by models and photographers, may vary, which is why the Customer must contact our Company if it intends to use an Element involving image rights.
Our Company reserves a right of oversight over the Customer's use of our Elements and, as such, may refuse or require the Customer to immediately cease any use that it considers non-compliant.
10. Resale of Products – integrity of the selective distribution network
The Products may only be sold at the point(s) of sale for which the Customer is approved, to the exclusion of any other place, at retail, to end consumers. Under no circumstances may the Products be sold by the Customer for export or transferred to any public body or trader.
11. Resale of Products – online
Any product offered online must comply with the pricing conditions of the reference website www.sorexil.fr or other websites owned by LSJ PHARMA.
12. Applicable law and jurisdiction clause
These General Terms of Sale are governed by French law. Any commercial, administrative or logistical dispute must be notified in writing as soon as possible.
For any dispute arising from the application of these General Terms of Sale, the parties grant exclusive jurisdiction to the Tribunal de Commerce de ROUEN (Rouen Commercial Court), regardless of the place of delivery or the method of payment accepted, and even in the event of third-party proceedings or multiple defendants.
