LEGAL NOTICES AND GENERAL TERMS AND CONDITIONS OF SALE
OWNERSHIP AND EDITORIAL RESPONSIBILITY
This site, available at www.nellyrodilab.com, is the property of TRENDLAB SAS, a private limited share company with a capital of 250 000 €, whose headquarters are located at 43, rue Ganneron / 28, avenue de Saint Ouen 75018 Paris, registered in the Trade and Companies Registry under number B 450 582 853. Tel: 01 42 93 04 06 and VAT number FR 27 450 582 853, represented by its designated legal representative.
The company hosting the site is Société Typhon / Claranet, 18 rue du Faubourg du temple, 75011, PARIS, France.
LAW OF DATA PROTECTION AND CIVIL LIBERTIES
In accordance with the provisions of French law no. 78-17 of 6 January 1978, known as the Law of Data Protection and Civil Liberties, prior notification of the automated processing of data of a personal nature (or individual information) to be carried out by the www.nellyrodilab.com website in connection with a subscription to the services offered by this site was given to the CNIL (Commission Nationale de l’Informatique et des Libertés) under number 1271778.
Regulations currently in force define data of a personal nature (or individual information) as all personal information (especially first and last names, date of birth, and postal and email addresses) that users furnish when they complete the questionnaire signing up for services on the www.nellyrodilab.com website or when subscribing to the “Trendletter”, and which the Client agrees to provide voluntarily to TRENDLAB SAS.
Whatever its nature, this data enables TRENDLAB SAS to identify the user, directly or indirectly.
No information is collected without the consent of the user, and the user will be given prior notice of the optional or obligatory nature of the data to be collected.
At all times, users have the right to access, modify, correct, change, or delete the data concerning them, pursuant to articles 32 (and following) of the above-mentioned law.
Thus, users may contact TRENDLAB SAS, in its role as data processing manager, to request that incorrect, incomplete, ambiguous, or outdated information concerning them be corrected, completed, updated or deleted. Such requests may be sent by mail to TRENDLAB SAS at 28, avenue de Saint Ouen 75018 PARIS (to the attention of Alexandra Jubé) or via email to firstname.lastname@example.org.
Based on information provided by users, TRENDLAB SAS may send them its own commercial offers, as well as those of the companies in the NELLYRODI group and/or its partners.
If the user does not wish, or no longer wishes, to receive some or all of these offers, he or she may so advise TRENDLAB SAS, by mail or email, at one of the addresses set forth above.
The general format of this site, as well as the software, texts, images, videos, sounds, information, documents, services and all other elements that make up this site, are the exclusive property of TRENDLAB SAS and/or its partners and are protected by the provisions of the Intellectual Property Code and all regulations relating to intellectual property. Any representation and/or reproduction, in whole or in part, of this site or of any of the elements of which it is composed, by any process whatsoever, without the express prior authorization of TRENDLAB SAS is prohibited, in the absence of a legal exception, and may constitute an act of infringement punishable as a criminal offense.
If TRENDLAB SAS chooses to make use of images that are not its own intellectual property and which can be found on freely available online sites or in publications or magazines, TRENDLAB SAS will accompany such images with a caption indicating their source, and/or will mention the link providing access to such source, each time the source or the link is identified.
In such instances, TRENDLAB SAS accepts no liability or responsibility for any damages that may result from the malicious use or misuse of such images by third parties.
The trademarks and/or logos appearing on the www.nellyrodilab.com website are registered trademarks and/or protected creations that are the exclusive property of TRENDLAB SAS or its partners. Any reproduction or representation, in whole or in part, of these trademarks and/or logos, without the express prior authorization of TRENDLAB SAS is prohibited and may constitute an act of infringement punishable as a criminal offense.
Hypertext links to www.nellyrodilab.com placed on other sites or from other resources on the Internet must receive the prior express written authorization of TRENDLAB SAS.
Not all sites containing a link to www.nellyrodilab.com are under the control of TRENDLAB SAS, and TRENDLAB SAS therefore accepts no liability or responsibility (particularly editorial) as to the connection to or the content of such sites or concerning any use that may be made of such content.
TRENDLAB SAS notes that it may need to modify or update, totally or partially, the clause relating to confidentiality on this site, in order to comply with developments in the legislation or other regulations that govern and protect the rights of Clients.
Notification of modifications and updates to the clause on confidentiality will be provided to users on the home page when such changes are adopted. They become effective upon their publication on the Internet site.
Clients are therefore invited to consult this section of the site regularly to confirm the latest version and any updates to the clause on confidentiality.
GENERAL TERMS AND CONDITIONS OF SALE
I. SUBJECT MATTER AND APPLICABILITY
These TRENDLAB SAS General Terms and Conditions of Sale (hereinafter “GST” – General Sales Terms) apply to all sales of products or online services and any provision of personalized services by TRENDLAB SAS, whatever means the CLIENT (either a physical person or entity) uses for placing the order.
They set forth the rights and obligations of TRENDLAB SAS and the user, hereinafter referred to as the “CLIENT”.
TRENDLAB SAS engages in business activities consisting primarily of exchanges between business professionals (“Business to Business” or “BtoB”), so that the term CLIENT, as used below, refers above all to business professionals but may also refer to an individual consumer.
Consequently, the protective provisions of consumer laws particularly relating to distance selling and electronic contracts only apply to sales of products or online services and the provision of personalized services by TRENDLAB SAS in the event that the CLIENT is a consumer.
II. ACCEPTANCE OF THE GST BY THE CLIENT
The CLIENT acknowledges and agrees that it has read the GST, which in all contractual relations (and particularly in case of interpretation and/or litigation) shall take precedence over any other informational, descriptive or commercial document that the CLIENT may cite, such as catalogues, prospectuses, advertisements, or notices, as well as over all other general sales terms and conditions, unless there has been a specific written agreement to the contrary between TRENDLAB SAS and the CLIENT, entered into prior to an order.
Consequently, the CLIENT accepts without reservation the GST and their applicability to any order that the CLIENT may present to TRENDLAB SAS for products and/or online services and/or the provision of personalized services.
III. MODIFICATION OF THE GST
TRENDLAB SAS reserves the right to modify the GST at any time, provided it so informs the CLIENT immediately by any means, with acknowledgement that such notice has been received and/or read.
The CLIENT is deemed to have accepted the last version that was sent to him or her.
IV. INTELLECTUAL PROPERTY
IV.1. Intellectual Property of TRENDLAB SAS
TRENDLAB SAS’S products and services and the general format, software, texts, images, videos, sounds, designs and models, information, documents and any other element composing TRENDLAB SAS’s website are protected by the provisions of the Intellectual Property Code and by the rules and regulations concerning intellectual property.
Without prior written authorization from TRENDLAB SAS or a legal exception, any representation and/or reproduction, in whole or in part, of TRENDLAB SAS’s products and services, its website, or any of the elements composing it, by any means or process whatsoever, is prohibited, and may constitute an act of infringement punishable as a criminal offense.
The trademarks and/or logos appearing on TRENDLAB SAS’s products and/or website are registered trademarks and/or protected creations. Any reproduction or representation, in whole or in part, of these trademarks and/or logos requires the express prior authorization of TRENDLAB SAS, without which it may constitute an infringement punishable as a criminal offense.
The CLIENT undertakes not to use any trademarks or logos belonging to TRENDLAB SAS, not to make any use thereof that might infringe on TRENDLAB SAS’s intellectual or industrial property rights, and in particular not to disclose them to any third party without TRENDLAB SAS’s prior written consent.
IV.2. CLIENT’s Right of Access and Correction
The CLIENT understands and agrees that TRENDLAB SAS will utilize the data provided by the CLIENT to establish or enlarge its client database.
The CLIENT understands that it is permanently entitled to the following rights with respect to TRENDLAB SAS:
• to object, on legitimate grounds, to the processing of any data relating to him or her;
• to access his or her data permanently, and thus, if necessary, to cause TRENDLAB SAS to correct, complete, update or delete any data of a personal nature that is incorrect, incomplete, ambiguous, outdated or whose collection, use, communication or retention is or becomes prohibited.
Any request with respect to the above shall be sent to TRENDLAB SAS, 28, Avenue de Saint-Ouen 75018 Paris (France) or to email@example.com .
V.1. Conditions for Ordering
V.1.1. All orders must be in writing, it being understood that:
• products must be ordered using TRENDLAB SAS’s purchase order form;
• online services and/or personalized services may be ordered using TRENDLAB SAS’s purchase order form or online via the www.nellyrodilab.com website;
• subscriptions are only binding on the CLIENT during the specified subscription period, subject to the cancellation provisions indicated below.
• The subscription is valid for only one user. Subscriptions are strictly personal and may not be transferred by the CLIENT without the prior written consent of TRENDLAB SAS.
V.1.2. Monthly subscriptions are automatically renewed, it being understood that:
• the CLIENT may cancel a subscription at any time, by request at firstname.lastname@example.org, which will effect such cancellation ten (10) days from such request and bill for any services provided through the effective date of the cancellation.
• subscription fees are due in full for any month that has begun prior to such cancellation.
V.1.3. Annual subscriptions are not automatically renewed and are thus canceled at the end of their term, unless the CLIENT requests a renewal at email@example.com
V.1.4. Any request from the CLIENT for the provision of personalized services will result in TRENDLAB SAS’s creation of a specific offer corresponding to such request.
V.2. Finality of Orders
An order for products or the provision of personalized services is not final unless it refers to a specific offer, formally accepted in writing by TRENDLAB SAS, it being understood that TRENDLAB SAS’s acknowledgement of receipt by email does not constitute acceptance of the order.
Orders sent to TRENDLAB SAS by the CLIENT are irrevocable unless any modification or cancellation is agreed by TRENDLAB SAS in writing.
The sale is deemed concluded on the date the order is accepted by TRENDLAB SAS
VI. PRICE AND DISCOUNTS
The prices of TRENDLAB SAS’s products and online services are those shown on the price list in force on the date the CLIENT places the order.
These prices are in euros, are exclusive of tax, and are subject to the rate of VAT and to any potential delivery charges in effect on the date of the order.
TRENDLAB SAS reserves the right to change its prices at any time, it being nonetheless understood that it will bill for products and online services at the price in effect on the date the order is placed.
No discount will be given for advance payments.
VII. PAYMENT TERMS
Unless otherwise agreed between TRENDLAB SAS and the CLIENT:
• all product orders shall be paid for prior to delivery, by check or by bank transfer to HSBC FR AGENCE CENTRALE account IBAN FR76 3005 6001 4801 4820 0390 756;
• all online services shall be paid for online via the www.nellyrodilab.com website or by bank card payment, before the CLIENT will be able to download them.
The due date for invoices for the provision of personalized services is shown on the invoice.
VII.2. Down Payments
All orders for products or the provision of personalized services with a value greater than 10,000 € (exclusive of taxes) will require the payment of a down payment of at least 10% of the total amount of the order, the balance being due upon delivery.
Any down payment paid by the CLIENT with respect to any order shall be retained by TRENDLAB SAS, except if the order is refused or TRENDLAB SAS is proven to have breached its obligations.
VIII. LATE PAYMENTS
For purposes of the GST, only TRENDLAB SAS’s successful cashing of the means of payment, and not mere delivery of such means, will be considered to constitute complete payment.
In the event of its failure to pay an invoice by its due date, the CLIENT must pay TRENDLAB SAS a penalty equal to three times the legal interest rate in effect on the date of delivery.
This penalty shall be calculated on the amount of the outstanding sum (exclusive of taxes), beginning on the due date of the unpaid invoice, without the need for a prior formal notice.
In addition, TRENDLAB SAS reserves the right to suspend all outstanding orders, without prejudice to any other course of action.
IX. AVOIDANCE CLAUSE
If all or part of any invoice remains unpaid fifteen (15) days following the implementation of clause VIII “Late Payments”, above, TRENDLAB SAS may automatically rescind the sale and demand damages from the CLIENT fixed at 10% of the amount of the unpaid invoice (exclusive of taxes).
Default interest shall be due from the CLIENT at the legal rate in effect at the time of such rescission, in addition to 5% of the amount of the invoice as a lump sum penalty.
X. CLAUSE ON RETENTION OF TITLE
TRENDLAB SAS retains title in the sold products until the CLIENT has paid their full price in principal and incidental costs.
As titleholder, if the CLIENT is or becomes the subject of a judicial receivership or liquidation, TRENDLAB SAS reserves the right to claim, in the framework of the insolvency proceedings, the sold products still not paid for.
This clause does not preclude the transfer of product risk upon delivery to the CLIENT, under the conditions set forth in article XI.1 below.
XI.1. Delivery of Products
Delivery may be made by a simple notice of availability at the location indicated by the CLIENT on the Purchase Order or by direct delivery to the CLIENT, or by delivery to a shipper, according to the terms established when the order was accepted.
The delivery date is the date TRENDLAB SAS issues a delivery slip.
Delivery dates indicated during the recording of an order are given only as a guideline, at the acceptance of the order, and are in no way guaranteed, it being understood that TRENDLAB SAS will do what it can to respect them, subject to the logistical limitations commonly encountered in its business sector.
Consequently, reasonable delivery delays shall not give rise to direct or indirect damages, penalty payments or deductions, nor justify cancellation of the order.
If the CLIENT does not take possession of the products at the place and on the date of delivery, the ordered products will be stored by TRENDLAB SAS at the CLIENT’s cost and risk, and TRENDLAB SAS accepts no liability or responsibility for so doing.
XI.2. Delivery of Online Services
After having paid for the ordered online services, the CLIENT shall take delivery by downloading them from the www.nellyrodilab.com website.
To facilitate this, TRENDLAB SAS will send the CLIENT a login and a password, giving the CLIENT access to the pages of the Internet site from which he or she may utilize the purchased online services, beginning on the date the login and password are sent and throughout the period chosen by the CLIENT.
TRENDLAB SAS will not be held liable in the event it is temporarily impossible for CLIENT to access the online services for reasons beyond the control of TRENDLAB SAS.
XI.3. Transfer of Risk
The risk of damage or loss of the sold products passes to the CLIENT, or to a third party designated by him or her, on the date and at the place of delivery.
The CLIENT will therefore be responsible for the products from and after delivery and will assume all risks associated with the products during transport, unless otherwise stipulated and accepted by TRENDLAB SAS.
For each sale, TRENDLAB SAS will issue an invoice, to be delivered to the CLIENT as follows:
– for products, accompanying the delivery;
– for the provision of personalized services, sent by email directly to the CLIENT upon the completion of such services.
XIII. RECEIPT OF GOODS
XIII.1. Conformity, Reservations and Defects
Upon receipt, the CLIENT must verify the conformity of the goods to the order and the lack of visible defects, and in the absence of any claims or reservations presented in the manner and timeframe indicated below, the goods will be deemed accepted by the CLIENT in accordance with the order and cannot be returned nor exchanged.
If the need arises, the CLIENT shall submit to TRENDLAB SAS all reservations it has concerning damage or partial loss of the delivered goods. These reservations shall be set forth in a letter, sent “return receipt requested” within five (5) days (not counting public holidays) following receipt of the goods, after which time the CLIENT may no longer raise any complaint against TRENDLAB SAS with respect to such delivery.
In the event of visible defects unconnected with transport, TRENDLAB SAS will replace the defective products, subject to verification of the alleged defects.
The CLIENT must supply proof of the existence of the claimed defects, and TRENDLAB SAS may proceed, directly or indirectly, to carry out inspections and/or verification on site.
XIII.2. Costs of Return
TRENDLAB SAS will only assume the costs of a return after having determined, directly or via a representative, that there are visible defects not connected to transport, or that there are shortages.
XIV. FORCE MAJEURE
TRENDLAB SAS shall not be held liable if its failure to perform, its delay in performing or the suspension of any of its obligations described in the GST results from an instance of Force Majeure.
For purposes hereof, Force Majeure means any external event, unforeseeable and unavoidable, within the meaning of article 1148 of the Civil Code, as well as any event outside the control of TRENDLAB SAS, including without limitation such events as external strikes, a break in water and/or electricity service, freezing, fire, storms, floods, epidemics, suspension of transport services, difficulty in obtaining raw materials, and manufacturing or transportation accidents.
Upon the occurrence of an event of Force Majeure within the meaning of this clause, the performance of TRENDLAB SAS’s obligations shall be suspended, in whole or in part, and any performance deadlines shall be extended for a period equivalent to the duration of such event.
XV. NO WAIVER
The failure of TRENDLAB SAS to invoke any one or more of the clauses of these GST at any time does not constitute a waiver of its right to invoke such clause or clauses subsequently.
Any potential requests for exemptions from the provisions of the GST (such as, for example, certain guaranties, penalties for late deliveries and particular payment methods) shall be made by the CLIENT when requesting the provision of personalized services and are subject to written acceptance by TRENDLAB SAS prior to the completion of any order.
XVII. APPLICABLE LAW AND RESOLUTION OF DISPUTES
The GST, the sales of products and online services, and the provision of personalized services by TRENDLAB SAS are governed by French law.
Any disputes concerning the interpretation and performance thereof shall be brought exclusively before the Paris Commercial Court if the complainant is a merchant, or before the appropriate civil or commercial courts, if he or she is an individual consumer.