Purchase
Conditions

Except otherwise agreed between the Parties (as defined below), these purchase conditions define the terms and conditions under which Laboratoires de Biologie Végétale Yves Rocher, a French company registered with the Registry of Trade and Companies of Vannes, under number 876 580 077, and having its registered office at La Croix des Archers, 56200 LA GACILLY – France (referred to hereafter as the “Buyer”), orders any product, article, good (referred to hereafter as the “Goods”) and/or services (referred to hereafter as the “Services”) to the supplier (referred to hereafter as the “Supplier”). The Supplier and the Buyer are hereafter referred individually as a “Party” and collectively as 
the “Parties”. 

The supply of Goods and/or Services will be governed by the following documents except in the event of a contract previously signed by the Buyer and the Supplier: (i) the purchase order form and any specific conditions, (ii) the Buyer’s purchase conditions and (iii) any technical specifications as the case may be. 

The Supplier undertakes to return the purchase order form duly signed to the Buyer within 8 (eight) days as from the date of receipt of the purchase order, along with any specific conditions agreed between the Parties. Failing to comply with it, the purchase order will be deemed accepted by the Supplier without any reserve. The Buyer will also be entitled to amend the purchase order within this eight-day period so long as it has not been confirmed by the Supplier. The supplier will inform the Buyer of any price and timescale changes resulting from the requested changes at the earliest possible opportunity. 

Unless otherwise stated in the specific conditions, the purchase order price is firm and final and includes the cost of packaging, the assignment of the rights specified in Article 11 below and any other costs, risks or expenses in respect of the purchase order and carriage, in accordance with the chosen Incoterm. Any additional costs will be subject to the Buyer’s prior approval in writing on the purchase order form. 
Unless otherwise stated in the purchase order, no down payment nor deposit shall apply. Unless otherwise expressly stated by the Parties during the tender phase, in the event of successive purchase orders, the Supplier undertakes to inform the Buyer of any price changes in writing at least 3 (three) months in advance. Failing proof thereof by the Supplier, any changes in prices or terms of sale will not be applicable to the Buyer until 3 (three) months after it has learned thereof. Both Parties expressly waive their right to apply article 1195 of the French Civil Code. 

Unless otherwise stated in the specific conditions, the Supplier guarantees the Goods for a period of 12 (twelve) months from the delivery date. During this period, the Supplier shall repair and/or replace the Goods, at its expense, in the event of any defectiveness, error, bad workmanship and/or apparent defect. 

Supplied Goods and Services must comply with the statutory and regulatory requirements in force in the country of delivery, in particular with respect to (i) quality, composition, presentation and labelling of Goods, (ii) labour law, and (iii) 
environmental law. In order to check the Supplier’s compliance with the above-mentioned standards, the Buyer will be entitled to carry out audits, directly or by instructing a provider for this purpose. 

The Supplier guarantees that Goods (including without limitation packaging and labelling) and/or Services comply with the Buyer’s purchase orders and, for Good, be free from all defects. In the event of non-conformity, the Buyer will have the option to either (i) cancel the purchase order or (ii) obtain, at the Supplier’s expense, immediate replacement of the Goods and/or Services concerned by identical Goods and/or Services or for Goods by goods with better quality at the same price and within a maximum period of 30 (thirty) days after receipt of the notification specified below, without prejudice to any further damages that the Buyer may claim. 
In any event, the Buyer will notify the Supplier of its decision in writing within a maximum period of 30 (thirty) days following receipt of the Goods concerned at the place of delivery. The Supplier must take back the refused products, at its expense, within a maximum period of 15 (fifteen) days following this notification. In the event of non-conformity with respect to minor points, the Buyer may accept delivery with reservations. 

For the Goods, the Buyer’s acceptance will take place at the place of delivery stated in the purchase order; the Buyer shall check the Goods compliance in terms of quality and quantity. The Goods must be appropriately packaged according to the nature thereof and the precautions required to protect them against bad weather, corrosion, accidents during loading and unloading, carriage and storage constraints, vibrations, impact, etc. Packages must be clearly identified with reference to the Buyer’s corresponding purchase order form. Any relevant customs clearance for a particular Good will be borne by each Party in accordance with the agreed Incoterm. Acceptance of Services will be formalised by a validation report signed by the Buyer. 

The dates specified in the purchase order form for delivery of the Goods and/or Services are binding and imperative. Each Party undertakes to immediately inform in writing the other Party of any event that could affect the delivery date. Any ordered Goods delivered before the agreed delivery date may be sent back at the Supplier’s expense. Likewise, any purchase order not delivered within the specified delivery dates may be cancelled by the Buyer and Goods be sent back at the Supplier’s expense. However, in the event of a delivery deadline being postponed, the Buyer may request the Seller to pay it a penalty sets at five per cent (5%) of the Goods and/or Services purchase price (excluding VAT) per fortnight overdue. The payment will be due without any formal notice and will be made in the form of a credit note. This 
penalty does not constitute a full discharge of liability. 

Unless otherwise agreed in the specific conditions, ownership and risks will be transferred simultaneously. Risks will be transferred in accordance with the Incoterm (2010 standard) agreed between the Parties, failing which risks will be transferred upon delivery of the Goods. 

The Supplier guarantees that Goods and/or Services will not be exposed to any industrial or artistic property claims (patents, trademarks, designs and copyright). Should Goods and/or Services be subject to any intellectual property rights of any nature whatsoever, the Supplier undertakes to assign to the Buyer, on an exclusive and worldwide basis, as and when they are created, the reproduction, representation, adaptation, translation, commercialisation and distribution rights for the entire statutory rights protection period. The price agreed between the Parties for the supply of the Goods and/or Services includes the Supplier’s remuneration for the assignment of these above-mentioned rights. 

Invoices are sent in duplicate and made out in the name and address specified in the purchase order. In addition to the 
statutory references, they must show (i) the purchase order number, (ii) the transport means and (iii) the purpose of the Goods and/or the nature of the Services supplied. 
Except for invoices subject to a serious dispute by the Buyer, invoices that are issued upon actual receipt of the Goods or performance of the Services, will be paid within forty-five (45) days of the month from the date of issuance of the invoice. Except as otherwise agreed between the Parties, invoices will be pay by bank transfer. The first invoice must be accompanied by the Supplier’s bank account details. 

The Supplier must take out and maintain in force an insurance policy covering for the financial consequences of its civil and professional liability for physical, material and consequential damage, whether or not consecutive, which may be caused to the Buyer during performance of the purchase order. Upon the Buyer’s request, a certificate issued by the insurance company, containing all information relating to the liability covered, the payment of premiums and the amount of the guarantee, shall be provided by the Supplier. 

The Supplier will remain liable towards the Buyer and any third parties for all direct damages of any nature whatsoever that may be caused to them by the Supplier, its agents and/or sub-contractors as a result of performance and/or non-performance of the purchase order, including in the event of a latent defect, non-compliance with a standard or regulation or a safety defect. The Supplier states that it also guarantees the Buyer for any recourse and/or claims brought by third parties against the Buyer and to bear any financial consequences which could result from performance and/or non-performance of the purchase order. 

In any case, the Supplier shall not be entitled (i) to assign, directly or indirectly, in whole or in part, any purchase order issued by the Buyer or (ii) to sub-contract any order in whole or in part, except if it has obtained the Buyer’s prior written 
agreement. 

In compliance with French law no. 2016-1691 of 9 December 2016 (known as ‘Sapin II’), the Supplier declares that it 
forbids any act of corruption and/or influence peddling and forbids itself from committing such act of corruption and/or influence peddling. The Supplier declares that it has implemented all of the procedures required to ensure that these obligations are complied with internally and that it has notified its own suppliers, clients and intermediaries of these forbidden practices. The Supplier shall immediately inform the Buyer of any breach of the aforementioned provisions. The Buyer may immediately terminate the purchase orders by registered letter with acknowledgement of receipt if the Supplier is in breach of these provisions. 

The Supplier shall (i) respect, in all the countries where it operates, all of the provisions and regulations that apply in the 
following areas: the environment, the health and safety of people, human rights, and basic freedom and (ii) notify the Buyer if it becomes aware of any potential or actual risk in the aforementioned areas. The Buyer reserves the right to conduct or ask a third party to conduct an audit on the areas listed above once a year to the extent it notifies the Supplier of the audit within a reasonable period of time. The Buyer may automatically terminate the purchase orders, ipso jure, by registered letter with acknowledgement of receipt in the event of a serious and/or repeated breach 
of the provisions contained hereabove. 

PURCHASE ORDERS CONCLUDED BETWEEN THE PARTIES ARE GOVERNED BY FRENCH 
LAW. ANY DISPUTE SHALL BE SUBMITTED EXCLUSIVELY TO THE COMMERCIAL COURT OF VANNES.