Article 1 - Purpose

These general terms and conditions of sale (hereinafter referred to as the "GTCS") apply to all sales and services provided by Aionia Management - Laboratoire Dermophar (hereinafter referred to as the "Seller") to professional customers (hereinafter referred to as the "Customer").

They cover two types of activity:

• Services innovation, strategic studies, formulation, testing, pilot production, regulatory and technical support.

• White-label cosmetics sales products developed by the Vendor and marketed under the Customer's brand.

All orders imply unreserved acceptance of these GTS, which prevail over any other document issued by the customer.

I - PROVISION OF SERVICES

Article 2 - Quotation and order

2.1 All services are subject to a detailed quotation, valid for 30 days unless otherwise specified.
2.2 The order becomes firm upon receipt of the signed quotation or order form from the Customer. 

Article 3 - Rates and payment

3.1 Prices are indicated on the quotation, in euros excluding VAT. They may be revised annually or according to the specific nature of the assignment.
3.2 Unless otherwise agreed, payment is made on receipt of the invoice.
3.3 Any delay will incur late payment penalties at the legal rate, a fixed indemnity of €40 for collection costs, and the suspension of services in progress.

Article 4 - Customer obligations

The Customer undertakes to :

• provide all accurate, complete and up-to-date information required for the proper performance of the services,

• designate a competent contact to ensure coordination,

• actively collaborate with the Vendor (respond to requests, validate steps, transmit data within agreed deadlines),

• respect agreed schedules and not delay the mission through lack of cooperation,

• assume responsibility for strategic and regulatory choices based on its own decisions.

Any failure by the customer to meet its obligations may result in the suspension or termination of services, without entitlement to reimbursement.

Article 5 - Definitive order and non-refundability

All validated orders are binding on the Customer.
Services performed or in progress, as well as customized deliverables (formulas, prototypes, studies, reports, certificates, recommendations) are neither taken back nor reimbursed.

Article 6 - Delivery of deliverables

6.1 Nature of deliverables: the Seller delivers the agreed documents (reports, tests, certificates, recommendations).
6.2 Deadlines: deadlines are indicative only; delays cannot result in cancellation or compensation.
6.3 Acceptance: the customer has 7 days to lodge a written objection. After this period, deliveries are deemed to be in conformity.

Article 7 - Liability

The Vendor is bound by an obligation of means. Its liability is limited to the amount invoiced for the service in question.
The customer remains solely responsible for decisions taken on the basis of the deliverables supplied, and for the marketing of the products developed.

II - WHITE-LABEL PRODUCT SALES

Article 8 - Online ordering

Orders for white-label products are placed exclusively via the laboratoiredermophar.com website.
Any order placed online implies full acceptance of these terms and conditions.

Personalized products (formulas, packaging, labelling with the customer's name) are non-cancellable and non-refundable.

Article 9 - Regulatory role and obligations of the Customer

9.1 Responsible Person (RP)

• By default, the Seller can assume the role of PR and guarantee the product's regulatory compliance.

• If the customer chooses to be a PR and/or distributor himself, he assumes full regulatory responsibility (CPNP notification, labeling, communication). The complete DIP is not transmitted; only attestations of conformity or equivalent documents are supplied.

9.2 Customer obligations
The Customer undertakes to :

• respect technical datasheets provided (formula, precautions, conditions of use, validated claims),

• not to modify the formulas, packaging or regulatory information without the Vendor's written consent,

• do not use unvalidated claims,

• ensure labeling and communication in compliance with Regulation (EC) 1223/2009 when acting as PR or distributor.

The Customer shall be solely liable for any breach.

Article 10 - Delivery and complaints

10.1 Delivery times are indicative.
10.2 Transport risks are transferred to the Customer as soon as the products are handed over to the carrier.
10.3 The customer must check the products on receipt and notify any reservations within 7 days. After this period, the products are deemed to be in conformity.

Article 11 - Responsibilities

The Seller undertakes to manufacture the products in compliance with Good Manufacturing Practices (ISO 22716) and the regulations in force.
Its liability is limited to the value of the non-conforming products.
The customer is solely responsible for placing them on the market when acting as PR or distributor.

III - COMMON PROVISIONS

Article 13 - Confidentiality and intellectual property

13.1 Innovation services studies, formulas, reports, prototypes and deliverables become the property of the Customer only after full payment.
13.2 White-label products Formulas, processes and technical data remain the exclusive property of the Seller under all circumstances.
The customer only benefits from a right of commercial exploitation of the finished products, with no transfer of intellectual property rights.

13.3 Exclusions: The Seller retains ownership of :

• its know-how, processes, methods and tools ("prior art"),

• any pre-existing elements integrated into the deliverables.
  The customer's right of use is limited to the normal exploitation of the deliverables.

13.4 Confidentiality: Each party undertakes to keep confidential any information received.

Article 14 - Force majeure

Neither party can be held responsible in the event of force majeure (strike, epidemic, fire, flood, transport blockage, shortage of raw materials, administrative decision, etc.).
In case of force majeure :

• performance is suspended for the duration of the event,

• if this lasts more than 60 days, either party may cancel the order without compensation.

Article 15 - Termination

In the event of serious breach of contract by either party, the contract may be terminated by operation of law after 15 days' formal notice.

Article 16 - Applicable law and jurisdiction

These terms and conditions are governed by French law.
The Commercial Court of Nanterre shall have exclusive jurisdiction over all disputes.