General Conditions of Sale

Article 1: Purpose
The company NATUREN specializes in the design and marketing of health and environmental hygiene products (“the Products”) and in their customization (“the Services”) for professionals. These General Terms and Conditions of Sale govern the sale by NATUREN of Products and Services to its professional Customers.

Article 2: Definitions
- NATUREN: SARL NATUREN, with capital of 10,000.00 euros, registered with the RCS of Saintes under number 498849660, whose head office is located at 47 Chemin du vieux chêne – 38240 Meylan.
- Customer: any natural or legal person, acting for professional purposes, having ordered a Service and/or a Product to NATUREN;
- Order: order of one or more Service(s) or one or more Product(s) by the Customer to NATUREN, resulting from the acceptance process described in these T&Cs,
- General Terms and Conditions or T&Cs: these general terms and conditions of sale, as well as any subsequent updates that may apply to the Order;
- Quote: commercial proposal from NATUREN, stating the detailed breakdown, in quantity and price, of each Product and Service required for the planned operation (name, unit price and designation of the unit to which it applies, or the overall fixed cost of labor and the planned quantity);
- Service: service offered by NATUREN, which may consist in the customization of the Product, installed at a Customer’s premises;
- Product: foldable event sorting bins (“Trinomad”), indoor sorting bins (“Tri Uno”, “Tri Multi”), cigarette butt collectors (“pebble ashtray, clic-clac, conical, pouch”), hydroalcoholic gel dispensers and, in general, any other product that may be sold by NATUREN.
- Site: NATUREN website, accessible at https://www.naturen.pro/, or any other address operated by NATUREN;

Article 3: Acceptance of the General Terms and Conditions
These general terms and conditions of sale constitute, in accordance with Article L 441-1 of the French Commercial Code, the sole basis of the commercial relationship between the Parties. They are attached to the Quote sent to the Customer or referenced on this Quote via a link on the NATUREN website, on which they are accessible, so that the Customer acknowledges having read them and accepts them fully and without reservations. In the absence of a special agreement recorded in writing, deviating in whole or in part from these General Conditions, any Order implies full and complete acceptance of these General Conditions and entails an obligation to pay for the Order, which is expressly acknowledged by the Customer, who waives the right to rely on any contradictory document, and in particular any general conditions of purchase, which would be unenforceable against NATUREN. These General Conditions of Sale may be subject to subsequent modifications, the version applicable to the Customer’s Order being the one attached to the Quote or, failing that, the one published on the Site and in force on the day of the Order.

Article 4: Pre-contractual information
The Customer acknowledges having had communication, prior to the immediate purchase or when placing his Order and concluding the contract, in a clear and comprehensible manner, of these General Terms and Conditions of Sale and the following information:
– The essential characteristics of the Product, and in particular its technical specifications and precautions for use, sent with the Quote;
– The price of the Products, Services and ancillary costs (delivery, for example);
– Information relating to legal and contractual guarantees and their terms of implementation;
The Customer acknowledges having been able to consult, in particular on the NATUREN website, examples of the performance of its services, and photographs of the Products in a professional or domestic environment. He acknowledges having had all the information necessary to ensure that the Products and Services provided by NATUREN meet his specific needs.

Article 5: Customer Status
The Customer declares that he is acting within the framework of his professional activity, and is not involved in a network of resale of the Products ordered. Any resale of the Products for commercial purposes is strictly prohibited, except with the prior written consent of NATUREN. This clause does not apply to NATUREN authorized resellers or distributors.

Article 6: Orders
1. Establishment of the Quote by NATUREN
  The NATUREN Quote is based on the technical and physical information disclosed by the Customer, in particular concerning the installation site of the Products, or the type of visuals to be integrated as part of the customization service. The Customer guarantees the conformity of the information transmitted to NATUREN as part of the Quote request. Since the Quote is established on the basis of the technical elements collected from the Customer or provided by him, any change in the configuration (and in particular the dimensions or the layout of the premises, or the number of visuals to be integrated), which would be discovered before or after the Order, will be likely to result in a modification of the Quote, and of the cost of the Services or the recommendation of the Product. NATUREN cannot be held responsible for the impossibility or difficulties of executing the Services, or for the inadequacy of a Product ordered, resulting from a modification of the technical data used as a basis for establishing the Quote.Any Quote is valid for a maximum period of one month from its date of establishment. Any acceptance of a Quote beyond its validity date will only be considered a final Order from its confirmation by NATUREN, which may update its Quote to take into account changes in the prices of the Products and Services.
2. Order
  Any Order implies the unconditional acceptance of the Quote by the Customer, which the latter must return signed and dated with the words “Read and approved, good for agreement” to NATUREN. The acceptance of the quote by the Customer forms the contract and definitively binds the Customer. NATUREN reserves the right, however, to refuse any order for legitimate reasons, and in particular in the event of non-payment by the Customer on previous orders.
3. Modification of the Order
  Once formed, Orders are final and irrevocable. Therefore, any request for modification of the Order by the Customer must be submitted to NATUREN for acceptance. In the event of unavailability of the Product ordered, NATUREN will offer the Customer the supply of a Product with equivalent technical performance. In the event of disagreement by the Customer, the latter may cancel the Order and will be reimbursed for any deposits paid to NATUREN.

Article 7: Cancellation of the order
Any order placed by a Customer is firm and final and cannot therefore be cancelled. It gives rise to the payment of a deposit, which constitutes a firm commitment by the Parties to execute the Order. Furthermore, since the Customer is acting as a professional, the provisions of the Consumer Code on the right of withdrawal do not apply to him.In the event of unilateral cancellation of the Order by the Customer, the latter will be liable, as a penalty clause, and without delay, for the full amount remaining due under the Order on the day of cancellation.

Article 8: Price
The price is indicated in the Quote and is stated excluding and including all taxes. It is understood to exclude the contribution to the eco-participation, the amount of which will be indicated separately, if applicable.
It is also understood to exclude transport and delivery costs which are mentioned in the Quote.

Article 9: Payment conditions
Unless otherwise stipulated in the Quote, the payment conditions are as follows:
– For Services: 50% upon order, 50% upon delivery of the Services.
– For Products: 30% deposit on Order, and the balance on delivery of the Products. Any late payment will automatically result, without formal notice to the Customer, in the application of a late payment penalty calculated on the basis of a monthly late payment interest of 5%. Furthermore, in accordance with Articles L.441-3 and L.441-6 of the French Commercial Code, any late payment will automatically result, in addition to late payment penalties, in the obligation for the Customer to pay a minimum fixed compensation of 40 euros for recovery costs, it being understood that NATUREN reserves the right to claim additional compensation, upon receipt of supporting documents, if the recovery costs are higher than the amount of the fixed compensation. In the event of non-payment of an invoice on the due date, NATUREN also reserves the right to suspend the execution of all current Orders, without prejudice to any other course of action.

Article 10: Delivery
1. Receipt and delivery of the Products
  Delivery consists of the transfer to the Customer of physical possession or control of the Product. Unless otherwise indicated in the Order, the Products are delivered DDP (Incoterm 2020) to the registered office or establishment of the Customer, as indicated on the Order. The Customer is required to check the condition of the Products delivered. He has a period of 3 working days from delivery to formulate in writing (by registered letter with acknowledgement of receipt) any reservations or complaints for non-conformity or apparent defect of the Products delivered (for example, damaged package, already opened, etc.), with all the supporting documents relating thereto (photos in particular). After this period and in the absence of having complied with these formalities, the Products will be deemed compliant and free from any apparent defect and no complaint may be validly accepted by NATUREN. NATUREN will replace as soon as possible and at its own expense, the Products delivered whose lack of conformity has been duly proven by the Customer.
2. Receipt of Services
  With regard to Product customization services, their reception will take place upon delivery of the Products. Thus, the Customer must, under penalty of forfeiture of any action relating thereto, inform NATUREN, in writing, of any non-conformity of the Service (such as a poorly reproduced logo, visual not conforming to the files transmitted, etc.), within 15 (fifteen) days from delivery of the Products. NATUREN will rectify or have rectified, at its exclusive expense, the Services deemed defective, as soon as possible. In the absence of reservations from the Customer within the aforementioned period, the Services will be deemed validated.
3. Delivery times
  NATUREN undertakes to make its best efforts to deliver the Products and perform the Services ordered by the Customer within the time period agreed between the Parties and mentioned in the Quote. NATUREN cannot be held liable under any circumstances in the event of a delay attributable to the Customer, in particular in the event of a failure to cooperate on its part in the performance of the Services, or in the event of force majeure. The deadlines indicated in the Order are indicative, and do not constitute strict deadlines. Any excess thereof shall not incur the liability of NATUREN, nor authorize the Customer to cancel the Order, provided that the delay in delivery of the Products and/or receipt of the Services does not exceed 30 days, or if it is not exclusively attributable to NATUREN.

Article 11: Retention of title and transfer of risks
IN ACCORDANCE WITH ARTICLE L 624-16 OF THE COMMERCIAL CODE, THE DELIVERED GOODS REMAIN THE PROPERTY OF NATUREN UNTIL FULL PAYMENT OF THE PRICE BY THE CUSTOMER. IN THE ABSENCE OF PAYMENT OF THE ENTIRE PRICE REMAINING DUE BY THE CUSTOMER, AND AFTER THE EXPIRY OF A PERIOD OF 7 DAYS FOLLOWING THE SENDING BY LRAR OF A FORMAL NOTICE WHICH REMAINS UNSUCCESSFUL, THE CONTRACT WILL BE TERMINATED BY RIGHT, AND NATUREN MAY CLAIM OWNERSHIP OF THE GOODS SOLD, UNDER THE CONDITIONS PROVIDED FOR IN ARTICLES L.624-9 ET SEQUENT OF THE COMMERCIAL CODE. These provisions do not prevent the transfer to the Customer, upon delivery, of the risks of loss or deterioration of the Products.

Article 12: Guarantees
- Product Guarantee
  1. Legal guarantee against hidden defects
    The Products offered for sale comply with the regulations in force in France and have performances compatible with professional uses. The Products benefit from the legal guarantee against hidden defects arising from a material, design or manufacturing defect affecting the products delivered and making them unfit for use, under the conditions and time limits provided for by articles 1641 et seq. of the Civil Code. In the event that the action based on the guarantee of hidden defects of the thing sold is brought by the Customer under the conditions provided for in articles 1641 et seq. of the Civil Code, the latter may request either the resolution of the sale or a reduction in the sale price in accordance with article 1644 of the Civil Code, on condition of proving the existence of an undetectable defect in the Product existing on the date of delivery.
  2. Contractual warranty
    Unless otherwise stipulated in the Order, the Products are guaranteed against any manufacturing defect for a period of one year, from their delivery. This warranty covers any malfunction resulting from a material, design or manufacturing defect affecting the Products delivered and making them unfit for use. The Product may not be sold or resold altered, transformed or modified by the Customer; under penalty of forfeiture of its rights under the warranty. In order to assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto, inform NATUREN, in writing, of the existence of a defect or malfunction of the Product within a maximum period of thirty days from their discovery. The Customer must provide the elements relating to the alleged defect by any means, such as photographs or videos. If the defect is recognized by NATUREN, NATUREN undertakes, at its discretion, to replace the defective Product as soon as possible or, if this replacement proves impossible within a reasonable period (which may not exceed 30 days), to reimburse the Customer for the price of the Product, less a coefficient of obsolescence of 10% per year of use of the Product. This warranty is limited to the replacement or reimbursement of products affected by a defect or malfunction. This warranty is excluded if the defects or malfunctions originate from: inadequate maintenance, unauthorized modification of the Product by the Customer or by a third party, abnormal use or use not in accordance with the instructions for use, natural wear and tear of the product, an accident, a shock, a fall, vandalism or a lack of supervision. Consumables and wear parts are not covered by this warranty, and are part of the normal maintenance of the Product
- Warranty on services
  NATUREN guarantees, in accordance with legal provisions, the Customer, against any lack of conformity of the Service and any hidden defect, arising from a design or supply defect of the Service, excluding any negligence or fault of the Customer; and this for a period of one year from the final acceptance of the Services, without prejudice to the guarantees on the Products stipulated in this article. In order to assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto, inform NATUREN, in writing, of any non-conformity of the Service (such as degradation of the visual reproduced on the Product), within the said period of 8 days. NATUREN will repeat or have redone, at its exclusive expense, the Services deemed defective, as soon as possible.

Article 13: Intellectual Property
The NATUREN patented technology is the exclusive property of the Company. The Customer undertakes not to infringe the intellectual property rights relating to the Products and their technical documentation. In particular, any disassembly of the Product for reverse engineering purposes, and of a commercial nature, is strictly prohibited, and would constitute an infringement within the meaning of Articles L.615-1 et seq. of the Intellectual Property Code.

Article 14: Respect for rights to visuals – Customer Guarantee
The Customer assumes full responsibility for the choice of visuals for the customization of the Product, and provided to NATUREN.
It is recalled that these visuals may be subject to intellectual property rights, and that the authorization of the authors as well as the natural persons who may appear therein must have been expressly obtained and in accordance with the legal forms in force.
The Customer will be responsible for obtaining all necessary authorizations regarding the free exploitation of the visual within the framework of the Order, and its integration into the Product, as well as its subsequent use by the Customer, who remains under his full responsibility.
The Customer guarantees NATUREN against all actions, claims, demands, from any person invoking, on the basis in particular of counterfeiting, rights tending to restrict or prohibit the manufacture or sale of the Product ordered by the Customer on the basis of the chosen visual. Similarly, the Customer undertakes to bear all damages and other compensation (in particular for lawyers’, experts’ and procedural costs) to which NATUREN may be ordered to pay under a final court decision, relating to the manufacture or delivery of the Product based on the visual chosen by the Customer. For its part, NATUREN undertakes to delete the visuals provided by the Customer for the purposes of the Order, within 30 days of the execution of the Order, unless it expressly requests to keep them for a subsequent order.

Article 15: Liability
NATUREN cannot be held liable in the event of non-performance or poor performance of its obligations which is due either to the customer’s actions, or to the insurmountable and unforeseeable actions of a third party to the contract, or to a case of force majeure. Under no circumstances can NATUREN be held liable for damage caused to the Customer following use of the Product or the good subject to the Service which has proven to be non-compliant with NATUREN’s requirements and the rules of the art. NATUREN cannot be held liable for indirect damage resulting from the execution of an Order, and in particular for any damage such as commercial damage, loss of customers, loss of profits, damage to brand image, or any claim by a third party that may result from a failure by NATUREN to meet its contractual obligations. In any event, liability for direct damages resulting from faults attributable to NATUREN is limited, for all causes, to an amount capped at the amount of the Order for Products or Services that caused the damage.

Article 16: Applicable law – Dispute resolution
1. Applicable law
  Any dispute relating to these general terms and conditions, their validity, interpretation, or execution will be subject to French law.
2. Dispute resolution
  The Parties agree to endeavour to settle amicably all disputes arising from the conclusion, interpretation, execution, or termination of these terms and conditions. As soon as a dispute arises, the Parties shall meet within one month of notification of the dispute by one of the Parties to the other Party by registered letter with acknowledgement of receipt. The conciliation meeting must involve at least one representative of each Party. In the absence of an amicable agreement within one month of the conciliation meeting, each Party will recover its full freedom of action. IN THE ABSENCE OF AN AMICABLE AGREEMENT UNDER THE CONDITIONS PROVIDED FOR IN THE PREVIOUS PARAGRAPH, ANY DISPUTE BETWEEN THE PARTIES RELATING TO THE CONCLUSION, INTERPRETATION, EXECUTION OR TERMINATION OF THESE GENERAL CONDITIONS, FOR ANY REASON WHATSOEVER, AS WELL AS ANY CONSEQUENCES WHICH MAY RESULT THEREFROM, WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF GRENOBLE, NOTWITHSTANDING ANY CLAIM IN WARRANTY OR PLURALITY OF DEFENDANTS, INCLUDING IN THE CASE OF EMERGENCY OR CONSERVATORY PROCEDURES, IN APPLICATION OR IN REFER.

CGV updated on 01/07/21