B2B TERMS & CONDITIONS FOR THE SUPPLY OF GOODS

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: The firm or Business who purchases the Goods from the Business.

Business: CORAGE, French SAS, whose head office is located 7 rue Eugene Chevreul, 33160, SAINT MEDARD EN JALLES, FRANCE, registered at the Trade and Companies Register of Bordeaux under the number 903 638 039.

Contract: any contract between the Business and the Buyer for the sale and purchase of the Goods, incorporating these conditions.

Delivery Point: the place where delivery of the Goods is to take place in accordance with condition 4.1.

Goods: any goods agreed in the Contract to be supplied to the Buyer by the Business (including any part or parts of them).

Manager: any person with actual authority to act on behalf of CORAGE with regard to this Contract.

1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Business’ sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Manager. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Business which is not set out in the Contract. Nothing in this condition shall exclude or limit the Business’ liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Business shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5 No order placed by the Buyer shall be deemed to be accepted by the Business until a written acknowledgement of order is issued by the Business or (if earlier) the Business delivers the Goods to the Buyer.

2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7 Any quotation is given on the basis that no Contract shall come into existence until the Business despatches an acknowledgement of order to the Buyer or the Goods are delivered (whichever is the earliest). Any quotation is valid for a period of 30 days only from its date, provided that the Business has not previously withdrawn it.

3. DESCRIPTION
3.1 The quantity and description of the Goods shall be as set out in the Business’ quotation or acknowledgement of order.

3.2 All samples, drawings, descriptive matter, technical specifications and advertising issued by the Business and any descriptions or illustrations contained in the Business’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample, unless otherwise agreed in writing by a Manager.

4. DELIVERY
4.1 Unless otherwise agreed in writing by the Business, delivery of the Goods shall take place at the Buyer’s place of business. This shall be the Delivery Point.

4.2 Where (in accordance with condition 4.1 above) the Delivery Point is agreed to be at the Business’ place of business and the Buyer is to collect the Goods (or arrange for the Goods to be collected), the Buyer shall take delivery of the Goods within 7 days of the Business giving it notice that the Goods are ready for delivery, unless otherwise agreed.

4.3 If so requested by the Buyer in writing, the Business may defer delivery to a date agreed by the Business and the Buyer, but the Business shall be entitled to charge the Buyer for the said deferment.

4.4 Subject to condition 4.5 below, any dates specified by the Business for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.5 Where Goods are to be provided in accordance with condition 13, the Business has the right to alter the delivery date to a later date, agreed between the parties, where any unforeseen improvements or problems are identified.

4.6 Subject to the other provisions of these conditions the Business shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Business’ negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 12 weeks.

4.7 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Business is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Business’ negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Business may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.8 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.

4.9 No claim for Damage to or short delivery of Goods can be entertained unless either a receipt is given to the carrier detailing the shortage at the time of delivery or alternatively notification of the shortage is given to the Business within seven days of the date of delivery of the Goods to the Buyer.

4.10 No claim for Goods damaged in transit can be accepted unless the Buyer or their agent has signed for the Goods as “unchecked” upon delivery.

4.11 The Business may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.12 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.13 The Business and the Buyer may agree to call off an order for Goods at the time of the placing of the order.

4.14 If the Contract relates to an order for Goods which are to be called off by the Buyer and/or delivered to and/or collected by the Buyer (whether the period is specifically stated or not) the Buyer shall be obliged to call for all goods and/or collect them within a maximum period of 6 months from the date on which the Business gives notice (which it may do at any time) to the Buyer requiring it to do so.

4.15 Regardless of whether the Buyer actually calls for delivery and/or collects the Goods, the Buyer shall be obliged to make payment to the Business in full for all Goods the subject of this Contract within 15 days of the Business submitting an invoice (which the Business shall be entitled to do at any time after notice has been despatched under condition 4.14 above) unless otherwise agreed.

5. NON-DELIVERY
5.1 The quantity of any consignment of Goods as recorded by the Business upon despatch from the Business’ place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Business shall not be liable for any non-delivery of Goods (even if caused by the Business’ negligence) unless the Buyer gives written notice to the Business of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.3 If the Goods remain uncollected by the Buyer for 21 days after notification in accordance with condition 4.2, the Business shall be entitled to suspend further performance of the Contract and to treat the Contract as being wrongfully repudiated by the Buyer and forthwith terminate the Contract or treat the Contract as terminated without liability for any loss whether direct or indirect suffered by the Buyer by reason of such termination but without prejudice to any other right or remedy available to it.

5.4 The Business shall be entitled to cancel any accepted order or withhold delivery of any Goods if the Buyer is in breach of any obligation to the Business whether contractual or otherwise.

5.5 The Buyer shall not refuse prevent or hinder delivery and failure by the Business to effect delivery by reason of any of the aforesaid shall not effect the obligation of the Buyer to pay the invoice price.

5.6 The Business shall be entitled to re-sell all or any goods in respect of which delivery is refused prevented hindered or cancelled and in the event that the reason for refusing preventing hindering or cancelling delivery subsequently ceases to apply the Business shall only be bound to re-deliver goods subject to the availability of the original or replacement goods and without prejudice to any other right or remedy available to it.

5.7 Any liability of the Business for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE
6.1 The Goods are at the risk of the Buyer:
(a) from the time of physical delivery to the Buyer; or
(b) where the Business gives notice to the Buyer in accordance with condition 4.2 that the Goods are available for collection, on the expiry of seven days from the date of such notice or on the expiry of the time agreed for collection following service of such notice (if any), whichever is the later; or
(c) if the Buyer or a third party appointed by the Buyer to accept or take delivery wrongfully fails to accept, or take delivery of, the Goods on the Business tendering delivery of the Goods; or
(d) if the Buyer is to collect the Goods from the Business, on the Buyer entering the premises at which the Goods are situate for the purpose of such collection; and the Business shall not subsequently be liable for the Goods.

6.2 Ownership of the Goods shall not pass to the Buyer until the Business has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Business from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Business’ bailee;
(b) store the Goods (at no cost to the Business) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Business’ property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Business’ behalf for their full price against all risks to the reasonable satisfaction of the Business. On request the Buyer shall produce the policy of insurance to the Business.

6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
(b) any such sale shall be a sale of the Business’ property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Business and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.

6.6 The Business shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Business.

6.7 The Buyer grants the Business, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

6.8 Where the Business is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Business to the Buyer in the order in which they were invoiced to the Buyer.

6.9 On termination of the Contract, howsoever caused, the Business’ (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.

7. PRICE
7.1 Unless otherwise agreed by the Business in writing, the price for the Goods shall be the price set out in the Business’ price list published on the date of delivery or deemed delivery.

7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

8. PAYMENT
8.1 Credit account facilities shall only be provided at the sole discretion of the Business.

8.2 Subject to condition 8.5, payment of the price for the Goods is due in Euros within 15 days from the date of invoice.

8.3 Time for payment shall be of the essence.

8.4 No payment shall be deemed to have been received until the Business has received cleared funds.

8.5 All payments payable to the Business under the Contract shall become due immediately on its termination despite any other provision.

8.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Business to the Buyer.

8.7 If the Buyer fails to pay the Business any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Business on such sum from the due date for payment at the annual rate of 10% above the interest rate applied by the European Central Bank to its most recent refinancing operation, accruing on a daily basis until payment is made, whether before or after any judgment. The Business reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8.8 In the event that legal proceedings are issued for the recovery of an outstanding amount the Business may charge the Buyer an administration fee of €100.00, in addition to any other fees, costs or charges that may arise in preparing the proceedings.

9. CANCELLATION
9.1 Once an order has been accepted by the Business in accordance with condition 2.5, the Buyer cannot cancel the order or any part thereof without the prior written consent of the Business.

9.2 The Business shall be entitled to invoice the Buyer for all and any loss occasioned by such a cancellation to include, without limitation:

(a) administrative expenses (including, but not limited to, the cost of carriage);
(b) the full value of the work carried out to date; and
(c) the full value of the materials bought for the purpose of performing the Contract.
9.3 Any materials paid for in accordance with condition 9.2 above will be available for collection by the Buyer or his agent for a period of 14 days. A reasonable handling charge may be levied at the discretion of the Business.

10. RETURNED GOODS
10.1 Goods supplied in accordance with the contract cannot be returned without the Business’ prior written authorisation.

10.2 Goods can only be returned if received by the Business within 10 working days of delivery.

10.3 Duly authorised returns shall be sent to the Business at the Buyer’s expense and shall only be accepted if they are in the correct, original packaging and undamaged.

10.4 If the Goods are returned in accordance with this condition 10, the Buyer shall be issued with a credit note for the amount paid for the Goods upon production of an original invoice.

11. QUALITY
11.1 Subject to condition 13, where the Business is not the manufacturer of the Goods, the Business shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Business.

11.2 The Business warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be of satisfactory quality.

11.3 The Business shall not be liable for a breach of the warranty in condition 11.2 unless:

(a) the Buyer gives written notice of the defect to the Business within 7 days of the time when the Buyer discovers or ought to have discovered the defect, and, if the defect is as a result of damage in transit to the carrier, has signed for the Goods as “unchecked” upon delivery (It is the responsibility of the Buyer to check the Goods upon delivery or, if this is not possible, to mark them as “unchecked” when signing); and
(b) the Business is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Business) returns such Goods to the Business’ place of business at the Buyer’s cost for the examination to take place there.

11.4 The Business shall not be liable for a breach of the warranty in condition 11.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Business’ oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Business.

11.5 Subject to condition 11.3 and condition 11.4, if any of the Goods do not conform with the warranty in condition 11.2 the Business may, at its option, repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Business so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective to the Business.

11.6 If the Business complies with condition 11.5 it shall have no further liability for a breach of the warranty in condition 11.2 in respect of such Goods.

11.7 Where the Goods are or have been manufactured and/or modified and/or sold or supplied to the specific design, specification or instruction of the Buyer then, in the event of any claim relating to the merchantability, fitness for purpose or any other ground relating to the performance of the Goods or their ability to carry out a particular function or where the claim (directly or indirectly) arises as a result of or due to the unsuitability, inadequacy or failure of the design specification or instruction of the Buyer, the Business shall not have any liability to the Buyer on any account whatsoever whether for loss of profit or for any other direct or consequential loss howsoever arising.

11.8 Except where the Goods fall within the category of Goods mentioned in condition 11.7 above then, in the event of any claim on any ground being made by the Buyer against the Business (including without limitation any ground specified in this condition 11), the Business undertakes to repair or replace such Goods or (at the option of the Business) to refund the invoice price subject to and conditionally upon:

(a) any such claim being made in writing and as soon as any fault and/or cause for complaint is readily discernible, and in any event within 3 months of the date of delivery of the relevant Goods; and
(b) the Buyer affording to the Business the opportunity to examine any Goods which are relevant to the subject of a claim before such Goods have been further handled, processed or otherwise dealt with.

11.9 It is the responsibility of the Buyer to ensure that the Goods purchased are suitable for reselling and using in the countries it intends to commercialize it. It includes any law, standard or regulation of these countries. In the case there is a special need, the Buyer shall express them to the Business and the products will be subject to conditions 13. No return or refund will be made in the event of oversight or fault, intentional or not, of the Buyer rendering the Goods unsuitable for sale in the countries where he intends to sell them.

12. LIMITATION OF LIABILITY
12.1 Subject to condition 4, condition 5 and condition 11, the following provisions set out the entire financial liability of the Business (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

12.3 Nothing in these conditions excludes or limits the liability of the Business:
(a) for death or personal injury caused by the Business’ negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Business to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.

The buyer's attention is in particular drawn to the provisions of condition 12.4
12.4 Subject to condition 12.2 and condition 12.3:
(a) the Business’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price;
(b) the Business shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract;
(c) the Business will not be liable for any damage to or deterioration of any Goods which occurs after delivery whether the same occurs due to unsuitable storage conditions, inappropriate use, neglect overloading, unsuitable lubricants, improper installation or repair, alteration or accident or to any other cause whatsoever;

13. TERMS OF MANUFACTURE
13.1 This condition applies where the Business manufactures the Goods using designs and specifications provided by the Buyer.

13.2 The Business shall endeavour to indicate potential improvements and problems to the Buyer at the time of ordering.

13.3 The Business shall not test any Goods supplied under this condition 13. It is the responsibility of the Buyer to test any such Goods.

13.4 The Business cannot accept any liability for Goods designed by the Buyer which are discovered not to be fit for the purpose for which they were designed.

13.5 Samples can be provided by the Business to the Buyer upon request and subject to a charge at the sole discretion of the Business.

13.6 Where Goods are modified versions of the Business’ own standard products to adapt to the Buyer's needs, the Business shall assume that the Goods shall be used for the original purpose for which they were designed by the Business and, without prior written notification of the intended purpose at the moment of order, shall accept no responsibility for any loss arising as a result of that not being so.

13.7 It is the responsibility of the buyer to specify, use and install products and materials suitable for the application in accordance with any current instructions and drawings supplied by us to local national or international specifications or statutory regulations relating to the goods.

13.8 In accordance with Glass Industry custom, Buyers free issued materials are handled, stored and processed at the buyers own risk.

14. ASSIGNMENT
14.1 The Business may assign the Contract or any part of it to any person, firm or Business.

14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Business.

15. FORCE MAJEURE
The Business reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Business including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Business to terminate the Contract.

16. GENERAL
16.1 Each right or remedy of the Business under the Contract is without prejudice to any other right or remedy of the Business whether under the Contract or not.

16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

16.3 Failure or delay by the Business in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

16.4 Any waiver by the Business of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

16.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16.6 Nothing in these conditions shall affect the Buyer’s rights if acting as a consumer (as defined by Regulation 3(1) of the Unfair Terms in Consumer Contracts Regulations 1999).

16.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by French law and the parties submit to the exclusive jurisdiction of the French courts.

17. COMMUNICATIONS
17.1 All communications between the parties about the Contract shall either be:
(a) by email and sent:
(i) (in the case of communications to the Business) to contact@asmr-fragrances.com; or
(ii) (in the case of communications to the Buyer) to any email address of the Buyer set out in any document which forms part of the Contract or such other email address as shall be notified to the Business by the Buyer;
(b) or in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
(i) (in case of communications to the Business) to its main trading address or such changed address as shall be notified to the Buyer by the Business; or
(ii) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Business by the Buyer.

17.2 Communications shall be deemed to have been received:
(a) if sent by email on a working day prior to 4:00pm, at the time of transmission and otherwise the next working day; or
(b) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(c) if delivered by hand, on the day of delivery; or
(d) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

17.3 Communications addressed to the Business shall be marked for the attention of the Manager.