BP RETAIL GENERAL TERMS AND CONDITIONS OF SALE

SCOPE

These General Terms and Conditions of Sale "GTC" determine the conditions under which BP RETAIL SARL (owner of the Bio energy food brand, Company with capital of € 15,000, registered with the RCS of Monaco under number 20 S 08808, including the number of Intra-community VAT is FR77000150986 and whose head office is located in the Principality of Monaco - 14 Bis Rue Honoré Labande, 98000 Monaco, offers its products for sale to professional “buyers” customers. These general conditions of sale are likely to be modified at any time BP RETAIL SARL aims to sell food supplements made from raw materials from organic farming.
Unless proven otherwise, the data recorded by BP RETAIL SARL constitutes proof of all transactions. Product offers are subject to the limits of available stocks. The modifications of these general conditions of sale are opposable to the purchasers, from their signature accompanied by the mention "Read and approved" and cannot be applied to transactions concluded previously. The validation of the order by the buyer constitutes unreserved acceptance of these general conditions of sale.

ORDERS

These T & Cs apply to all sales of products concluded between BP RETAIL SARL and the Buyers. The buyer declares to have read these T & Cs and accepts them without reservation. The parties expressly agree that their relations are governed exclusively by the T & Cs with the exception of any other document. BP RETAIL SARL reserves the right to modify these T & Cs at any time, without notice, with due regard for transactions already concluded. The buyer wishing to acquire products, after having read the current price list, must formalize an order form, defining the type of products, the reference, the quantities and the price, and accept these GTC. The order form must be sent in writing. Orders placed are deemed to be final, and the contract formed, after express and written acceptance of said order form by BP RETAIL SARL, and subject to the product references indicated being correct. BP RETAIL SARL takes care to avoid stockouts as much as possible. However, if this situation were to occur, buyers will be invited to renew their order, or a replacement product will be offered to them. BP RETAIL SARL does not manage the balances. BP RETAIL SARL sells its products only to professionals, who must, before their first purchase, justify their activity by presenting a K-Bis extract of less than 3 months, as well as a RIB of their bank account.

PRICE

These are established without taxes, ex warehouse for France (continent). In the event of specific pricing, see Annex A
The current price is that which is mentioned in the price list made available to the buyer by BP RETAIL SARL. Each schedule has a date corresponding to the entry into force of the following tariff. The price schedules may be subject to change at any time. The prices mentioned in the order will be the prices charged to the buyer. If the buyer sends an order sends an order taking into account an obsolete tariff, BP RETAIL SARL will update the prices according to the tariff valid on the date of delivery of the goods.

DELIVERIES

The delivery times mentioned in the orders are only indicative; possible delays do not entitle the purchaser to cancel the order, refuse the goods or claim damages. The rules of the standard contract, applicable to the transport of perishable goods, are the only ones officially recognized. Free of charge: a free of charge is offered by the buyer.
Any buyer wishing to be delivered will receive a delivery plan imposed by the companies transporting the products from the warehouse of BP RETAIL SARL. The buyer is free to choose his own carrier; in this case, BP RETAIL SARL declines all responsibility under the conditions imposed by the carrier.
In all cases, the buyer must contact the sales department of BP RETAIL SARL to develop a transport plan. BP RETAIL SARL cannot be held responsible for any problems that may arise during transport. A contribution to transport costs may be requested from the buyer when the carriage paid is not reached or during special orders.

TRANSPORT

Even during carriage paid delivery, our products travel at the risk and peril of the purchaser. It is the buyer's responsibility to exercise recourse against the carriers in the event of damage or missing items and it is his responsibility to have all the usual formalities carried out for the establishment of the complaint within 48 hours by registered letter with return receipt. . Any apparent defect is covered by the unreserved reception of the products. The term “apparent defect” is understood to mean visual defects which can be detected on first examination of the products. Without explicit reservation on the consignment note, the buyer will not be able to make a post-delivery complaint.
Requests for credit made by the buyer must reach BP RETAIL SARL within 24 hours of delivery. Past

BILLING

Our invoices are payable in cash, by bank transfer or LCR delivered directly to the bank within 30 days of the invoice date. (Order code, art. L.443-1). For the first order, payment will be made in cash when ordering. No discount is granted for early payment.
The buyer exposes himself, in the event of non-payment within the time limits set by Law No. 92,1142 of 12.31.92, to assume all of the tax, criminal and financial consequences that would arise therefrom. In this case, the company BP RETAIL SARL reserves the right to increase the unpaid invoices, as damages, by an indemnity of 20% the sums due to which is added the refinancing rate of the ECB increased by 10 points. (and any legal packages)
In addition, a legal lump sum indemnity for recovery costs of € 40 per invoice will be claimed from the buyer as soon as the payment period has been exceeded. If the recovery costs actually incurred are greater than this lump sum, in particular in the event of recourse to a firm responsible for reminders and formal notices, additional compensation may be requested upon justification. (Articles L441-6 and L442-6 of the Commercial Code)
Compensation is due in full even in the event of partial payment of the invoice on the due date, regardless of the duration of the delay. In progress: Any new order will be processed only after payment of all previous orders. If the BP RETAIL SARL company is refused by its bank, an LCR or a check for non-payment by the buyer, an invoice of 25 € HT (20% VAT) will be sent to the buyer for each payment refused under internal processing fees and re-invoicing of bank charges.
In the event of a recovery problem, the buyer takes into account that any mail sent by registered mail with acknowledgment of receipt will be invoiced € 10 excluding tax for correspondence costs for litigation.
Pursuant to Law No. 2010-874 of July 27, 2010 (Article L.441-2-2 of the Commercial Code), BP RETAIL SARL does not grant any rebates, discounts or rebates on products.

GUARANTEES-CONSERVATION-LIABILITY

BP RETAIL SARL undertakes to offer products in compliance with the legislation and regulations in force, and to deliver products in accordance with the order. Our products, which have not undergone any treatment, should be stored in a cool, dry place, protected from light. Frequent replenishment of stocks is recommended. No complaint can be taken into consideration beyond a period of 24 hours from the date of delivery. Storage conditions must be strictly observed by the Purchaser, who is required to inform his customers thereof. Otherwise, BP RETAIL SARL cannot be held responsible for the deterioration of the products. The responsibility of the company BP RETAIL SARL cannot be held responsible for the deterioration of the products. The responsibility of BP RETAIL SARL is expressly excluded for damage resulting in particular from negligence, lack of maintenance, lack of supervision, inappropriate storage, intervention by a third party on the products.

TITLE RETENTION CLAUSE

In accordance with law n ° 80-335 of May 12, 1980 and articles 2367 and following of the civil code. BP RETAIL SARL reserves the ownership of the products supplied until the last day of their payment, it being specified that within the meaning of this clause, only the actual cashing of checks and commercial bills will be worth payment. On the other hand, the risk of loss and deterioration of the products will be transferred to the purchaser upon departure of the products from the premises of the BP RETAIL SARL company. In accordance with Article 2369 of the Civil Code, the retention of title relating to a fungible asset to be exercised on assets of the same nature and of the same quality held by the buyer.

INTELLECTUAL PROPERTY

BP RETAIL SARL remains the owner of all intellectual property rights on studies, drawings, models and prototypes, etc., produced (even at the buyer's request) for the provision of the buyer's services. The buyer therefore refrains from any reproduction or use of said studies, designs, models and prototypes, etc., without the express, prior written authorization of BP RETAIL SARL, which may make it conditional on financial consideration.

FORCE MAJEURE

In the event of the occurrence of an event of force majeure (accident, strike, etc.) beyond the control of BP RETAIL SARL, making it impossible to deliver the products, within the agreed time limits, the responsibility of BP RETAIL SARL can not be engaged in this respect with regard to the buyer, and no compensation can be requested by the latter. The parties undertake in such a case to seek in good faith any alternative solution allowing the purchaser to continue operating normally. The parties will again be bound by all the obligations arising from the contract, once the disappearance of the force majeure event has been duly noted.

APPLICABLE LAW - ATTRIBUTION OF JURISDICTION

These GTC are subject to French law. In the event of a dispute, the Monaco Commercial Court, on which the head office of BP RETAIL SARL depends, has sole jurisdiction. For operation, in the event of a dispute, the commercial court on which the head office is located or the courts of the domicile of the purchaser, at the choice of BP RETAIL SARL, have sole jurisdiction. Attribution of jurisdiction in the event of an export dispute: any dispute arising under this contract will be resolved by the arbitration chamber in accordance with the provisions of its regulations.

BP RETAIL SARL – 14 Bis rue Honoré Labande 98000 Monaco TVA : FR77000150986 - RCI : 20S08508