LEGAL NOTICE & TERMS OF SALES

Article 2 – Formation of the contract

The opening of a customer account is done at the time of the first order, accompanied by the following documents: quote with general terms and conditions of sale dated and signed, as well as the customer bank details and a certificate of incorporation of less than 3 months of the Customer, followed by a cash settlement. The general conditions may be supplemented by special conditions appearing in the quote and subject to acceptance by FORMULE&SENS. FORMULE&SENS may decide to refuse, interrupt or modify the service, and this without compensation for the benefit of the customer, from the moment when the latter does not or no longer demonstrates a sufficient guarantee of solvency. The same will apply in the event of force majeure.

Article 3 – Order

All orders must be placed in writing, whether in electronic or paper form. This must be dated, signed. It implies de facto acceptance of these general terms and conditions of sale. Any service order gives rise to a detailed estimate, written by FORMULE&SENS on paper or electronic media to which are attached these general terms and conditions of sale and, where applicable, the special conditions of sale. The written estimate and the general and special conditions of sale, accepted by the customer, must be dated, signed and constitute the placing of an order. The estimate mentions its period of validity. Any conditions specific to an existing order will not automatically apply to subsequent orders. Each estimate written by FORMULE&SENS, accepted by the customer, will be treated as a separate contract. FORMULE&SENS reserves the right to accept or reject the order. The customer expressly authorizes FORMULE&SENS, for any reason whatsoever, to subcontract the execution of the order to any person of his choice.

Article 4 – Cancellation

No cancellation, even partial or postponement of an order, can be made by the Customer without the express agreement of FORMULE&SENS, which reserves the right in the event of refusal to perform, and 8 days after formal notice by registered letter with acknowledgment of receipt (AR) remaining unsuccessful, to claim a termination indemnity, equal to 10% of the amount of the order for indemnities for the reserved services as well as the payment of all work already carried out.

Article 5 – Retention of title

FORMULE&SENS retains ownership of the service until effective payment of the full price and accessories, the return costs being stipulated to be borne by the customer. Does not constitute a payment within the meaning of this clause, a partial payment, or not credited to the accounts of FORMULE&SENS, as well as a payment for which the regulatory period or bank decision to call into question has not expired. These provisions do not preclude the transfer to the customer upon delivery of the risks of loss, deterioration or damage that the service may suffer or that it may cause.

Article 6 – Intellectual property

Unless expressly provided otherwise in the sales contract, the entire service remains the industrial, intellectual, literary and artistic property of FORMULE&SENS and its assignees. Except with express, prior and written authorization issued by FORMULE&SENS, any reproduction, adaptation, or modification and in general any physical or intellectual misappropriation of the service remains prohibited and entitles the holder to damages. This clause also applies to any document or information disclosed or given to the buyer by FORMULE&SENS. FORMULE&SENS retains ownership of the methods, know-how and processes that it has developed or implemented in the context of these presents and that it may use freely for other projects for the benefit of third parties.

Article 7 – Price of services

The price of the services is expressed in euros excluding taxes, the VAT in force on the day of the Order being applicable in addition. The price is expressed firm until the expiry of the period of validity stipulated in the quotation or the sales contract.

Article 8 – Prices and general conditions of sale

The prices and general terms and conditions of sale, as well as the amounts indicated in these conditions, may vary at any time. They are made available to the customer by FORMULE&SENS and will be communicated on simple written request.

Article 9 –Terms of payment – Discount

Payment for services can be made by bank check payable to FORMULE&SENS or by bank transfer according to the instructions and bank details indicated on the invoice. For customers on account, payment of a 50% deposit on order, and the balance at the end of the service, account conditions at 30 days net from the invoice date, except for special conditions after agreement from FORMULE&SENS and stipulated in the quote or contract of sale. For other customers, cash payment when ordering. Unless otherwise stipulated on the invoice or order form, and subject to acceptance by FORMULE&SENS, no discount is granted for advance payment.

Article 10 – Failure to pay – Penalties

In the event of non-payment or partial payment, of any of the due dates – in addition to the right for FORMULE&SENS to claim the return of the service or its compensation – the instalments received shall remain acquired as damages. FORMULE&SENS will have the right to pronounce the forfeiture of the term without prior formal notice. Pursuant to the legal provisions, the customer will be automatically liable for late payment interest, calculated at the rate of interest of the European Bank plus 10 points, any month started counting as full, as well as a penalty clause fixed 15%, both being calculated on all amounts due. A fixed compensation of €40 will be applied for recovery costs in accordance with the regulations in force. Any rejection of payment by the customer’s bank will result in invoicing for rejection costs calculated on the basis of the actual costs plus 3 points. In the event that the customer refuses for any reason to take delivery of the service or its payment, in accordance with the clauses and conditions provided, FORMULE&SENS may terminate the contract as of right at the risk and peril of the customer, without the latter being able to claim damages.

Article 11 – Additional services

Any additional service not planned in the quote or the initial sales contract, requested by the customer will give rise to the issuance of a new quote and will be treated as a new order, which may in particular imply new indicative execution times. If this service results from a lack of information or erroneous information on the part of the customer and calls into question the initial contract, the refusal to pay for this additional service will entitle FORMULE&SENS to the termination and full payment of the sales contract, and compensation equal to the damage suffered, meaning 20% of the amount of the service remaining to be performed.

Article 12 – Prototype and evaluation

This provision is intended to apply if and only if the order relates to the service of formulation of a cosmetic product on behalf of the customer. The product formulated and delivered in the form of a prototype remains the exclusive property of FORMULE&SENS. FORMULE&SENS recommends that all the products formulated by it be tested at the Customer’s advanced expense, in accordance with the regulations in force, particularly in terms of microbiological and safety, and this, from the prototype stage before any evaluation of the product. However, if the customer decides not to have the products formulated by FORMULE&SENS tested at the prototype stage before they are placed on the market, he proceeds, after delivery of the prototypes against discharge, under his sole responsibility, to the tests for evaluation of the sensory criteria and product performance. It is specified that this evaluation cannot be assimilated to a real clinical study. FORMULE&SENS formulates all of its products in accordance with the rules of the cosmetic art and only contain raw materials that comply with European and French regulations. However, like any active product, adverse events or effects may occur. The prototypes will therefore be delivered against discharge under which the Customer undertakes to make use of the product in accordance with its intended purpose, to respect the instructions for use and the shelf life indicated on the discharge, to carry out or have carried out assessment by adults, consenting, in good health and fully informed. The Customer also undertakes not to dispose of the product in conditions that do not comply with respect for the environment. FORMULE&SENS cannot be held responsible for the harmful consequences of an evaluation occurring under conditions that do not comply with this provision.

Article 13 – Complaint – Commercial dispute

Any complaint relating either to the service provided or to the invoices must be brought to the attention of FORMULE&SENS in writing within 48 hours. Failing this, the deliveries and invoicing will be considered as accepted, without any reservation, a claim not being in any way suspensive of the payment of the undisputed part invoiced. In the event of disagreement on the origin of the disorders and whatever the consequences, the customer must produce in support of his complaint a statement in cause drawn up by an expert approved by the courts committed at his advanced expense. FORMULE&SENS reserves the right to counter-expertise, for legal purposes.

Article 14 – Confidentiality

FORMULE&SENS undertakes to treat the expert report confidentially and refrains from using it or communicating it to any third party whatsoever, for any reason whatsoever, except to prove the performance of the service. and in particular to obtain payment, or at the request of a competent administrative authority or in execution of a court decision that has become final. FORMULE&SENS also undertakes to treat confidentially all technical information, technical, commercial, financial or other information of which it may become aware in the context of the performance of the service. The Customer undertakes in the same way, this obligation of confidentiality extending to the composition of the products and the content of the services delivered by FORMULE&SENS. FORMULE&SENS may freely include the Customer’s name on its reference list.

Article 15 – Applicable law and jurisdiction

These general conditions of sale are subject only to French law. Any dispute, whatever its nature, even in the event of recourse in guarantee or of multiple defendants; any dispute relating to the validity, interpretation, execution, termination or termination for any reason whatsoever of a sales contract signed between FORMULE&SENS and the customer, will be subject to the exclusive jurisdiction of the Commercial Court of the headquarters of FORMULE&SENS. In the contractual relationship between FORMULE&SENS and a foreign customer, the French version of these general conditions of sale will prevail over any other version in a foreign language.

Article 16 – Liability – Obligation to advise

For the performance of the services, FORMULE&SENS will be bound by an obligation of means. FORMULE&SENS remains free to determine alone the methods, processes, techniques, products or others necessary for the performance of the service. As a seller of services, FORMULE&SENS remains bound by an obligation of advice and not of results given the diversity of potential customers and their respective knowledge, given the multiplicity and diversity of products and solutions, given the changes technologies in perpetual motion, given the rapid obsolescence of products and solutions placed on the market.

Article 17 – Limitation of liability

The Customer may only question the liability of FORMULE&SENS (including any person linked to FORMULE&SENS for the performance of the Contract) unless it demonstrates the existence of direct and immediate damage resulting from a culpable violation and intentional of its obligations within the framework of the execution of the Contract and only if it addressed to the Company its complaint by registered letter with acknowledgment of receipt within 1 (one) month as from the discovery of the damage. The Customer expressly waives any other recourse against FORMULE&SENS and is responsible for an equivalent waiver from its insurers. In all cases, in the event that the responsibility of FORMULE&SENS were to be retained, whatever the nature of the damage, the amount of the repairs charged to it, of any nature whatsoever, all sums combined, cannot in no case exceed the lowest amount between: (1) the direct and immediate damage caused by a culpable and intentional violation of the obligations of FORMULE&SENS within the framework of the execution of the Contract and (2) the amount excluding taxes invoiced by FORMULE&SENS to the Customer under the relevant Contract. FORMULE&SENS can never be held liable for compensation for indirect damage suffered by the Customer and/or a third party, such as, and in a non-exhaustive manner, loss of turnover, loss of profit, loss of value of goodwill, the loss of a business opportunity.

Article 18 – Delivery

Unless expressly stipulated otherwise, the delivery, whatever the service, is deemed to have been made on paper (mail) and/or on electronic media, for the attention of the staff and/or representatives of the Customer designated in the accepted estimate. If this delivery is delayed for a reason independent of FORMULE&SENS, it will be deemed to have been made on the agreed date.

Article 19 – Force majeure

In the event of the occurrence of an event beyond the control of FORMULE&SENS, making it impossible to perform its obligations, and in particular any event retained by French case law as a case of force majeure, and in particular in the event of a new law or regulation, request emanating from the government or any competent administrative authority, non-obtaining, non-renewal or withdrawal of the necessary administrative authorizations, the service or supply of a product will be automatically suspended, such suspension cannot in any case be a cause of liability for non -execution or delay in the execution of the obligation in question, nor induce the payment of damages.

Article 20 – Disclaimer of liability

The obligations of FORMULE&SENS will be suspended automatically and without formalities and its liability released in the event of the occurrence of events such as: fire, work stoppage of any kind, malicious intent, flood, epidemic, war, requisition, riot, frost, interruption or delay in transport, impossibility or difficulty of import or export, as well as any circumstance occurring after the conclusion of the contract and preventing the execution under normal conditions by FORMULE&SENS.