General Terms and Conditions
B&S SAS (hereinafter referred to as “B&S”) distributes skincare products for the body and face of the CODAGE Paris brand (hereinafter the “Products”), which it owns.
The presentation, use, and sale of the Products require distribution by qualified professionals in an environment consistent with the brand’s image.
A selective distribution agreement (hereinafter the “Agreement”) defines the specific terms of collaboration between B&S and professionals in the beauty, medical, and paramedical sectors, as well as estheticians (hereinafter the “Distributor”).
These General Terms and Conditions of Sale (hereinafter the “GTC”) form an integral part of the Agreement concluded between B&S and the Distributor. They apply to all orders placed through B&S’s B2B sales channels.
These GTC may be supplemented, where applicable, by specific Terms and Conditions of Sale (STC) applicable to each Distributor, which shall prevail in the event of any inconsistency.
1. General Provisions
These GTC define the framework governing the commercial relationship between the parties.
Any order implies the Distributor’s full and unconditional acceptance of these GTC, to the exclusion of its own general terms and conditions of purchase.
Any deviation from these GTC must be subject to prior written approval by B&S.
B&S reserves the right to amend these GTC at any time, subject to informing the Distributor within a reasonable timeframe. Any changes shall take effect in accordance with the terms specified in the communication sent to the Distributor.
2. Order
Orders are placed via the tools or forms made available by B&S.
Any order constitutes a firm commitment, subject to acceptance by B&S.
The order must specify the products, quantities, and, where applicable, the requested delivery terms.
B&S shall fulfill orders subject to product availability.
Any modification to a confirmed order may incur administrative fees.
The Distributor undertakes to meet a minimum annual purchase volume defined in its Agreement or STC.
In the event of non-compliance, B&S may terminate the Agreement. B&S may make acceptance of orders subject to specific payment terms or guarantees.
3. Cancellation
Any cancellation of an order by the Distributor after approval by B&S may result in full or partial invoicing of the order.
In the event of the Distributor’s failure to comply with its obligations (payment, receipt, etc.), B&S may automatically cancel the order.
4. Unavailability
In the event of product unavailability, B&S shall inform the Distributor and may offer an equivalent product or proceed with order cancellation and refund of any amounts paid.
5. Prices
Prices are stated excluding taxes and may be modified at any time in line with economic conditions.
The terms relating to delivery charges, free shipping thresholds, minimum order requirements, and other logistics conditions are defined in the Specific Terms and Conditions of Sale (STC) applicable to each Distributor.
6. Delivery
Deliveries are carried out in accordance with the terms agreed between the parties and/or specified in the STC.
Delivery times are provided for information purposes only.
Risk is transferred to the Distributor upon handover of the products to the carrier or upon their being made available.
In the event that products are lost, damaged during transport, or do not conform in nature or quantity to the specifications indicated in the delivery note, the Distributor must make the necessary reservations with the carrier on the delivery note upon receipt and confirm them to B&S customer service by email no later than three (3) days following receipt of the Products.
7. Payment
Payment terms are defined in the STC or in the Agreement.
Unless otherwise agreed, invoices are payable within the terms indicated thereon.
8. Payment Incidents
Any late payment shall result in the application of penalties and recovery costs in accordance with applicable regulations.
In the event of non-payment, B&S reserves the right to suspend deliveries or amend payment terms.
9. Returns and Withdrawn Products
No product returns shall be accepted without prior approval from B&S.
The terms for potential returns or destruction shall be determined by B&S on a case-by-case basis.
10. Resale
The Distributor undertakes to respect the brand image and the selective distribution conditions defined in the Agreement.
Any resale must comply with the contractual terms and the applicable STC.
11. Retention of Title
The Products shall remain the property of B&S until full payment has been received.
12. Liability / Force Majeure
B&S shall not be held liable in the event of force majeure or any events beyond its reasonable control.
13. Intellectual Property
All rights relating to the brand and the Products remain the exclusive property of B&S.
14. Personal Data
The Distributor undertakes to comply with applicable personal data protection regulations.
15. Disputes
These GTC are governed by French law.
Any dispute relating to the interpretation or performance of these General Terms and Conditions of Sale shall fall under the exclusive jurisdiction of the Paris Commercial Court.