Terms & Conditions Ingredients

1. General provisions

These General Terms and Conditions of Sale (hereinafter the “Terms”) describe the rights and obligations of the company ACTIV’INSIDE and of any professional purchaser who places an order with ACTIV’INSIDE (hereinafter the “Client”). These general Terms and conditions of sale shall apply only to ACTIV’INSIDE’s ingredients sold in bulk and white-label products (i.e. products pre-produced and packaged by Activ’Inside for which only the label is personalized and can be customized with the customer’s name).
Any document other than these Terms, in particular catalogs, leaflets, advertisements, notices, shall only be informative and indicative, not contractual.

The present Terms shall be communicated to the Client upon request; they shall also be available under the link: https://activinside.com/fr/terms-conditions-ingredients
and shall be attached to all order conﬁrmations and invoices issued by ACTIV’INSIDE.
ACTIV’INSIDE reserves the right to modify its Terms at any time. The applicable Terms shall be those in force on the date of the order placed by the Client.

Any document other than these Terms, in particular catalogs, leaflets, advertisements, notices, shall only be informative and indicative, not contractual.

The present Terms shall be communicated to the Client upon request and shall be attached to all order confirmations and invoices issued by ACTIV’INSIDE; they shall also be available under the link: https://activinside.com/general-terms-and-conditions-of-sale

ACTIV’INSIDE reserves the right to modify its Terms at any time. The applicable Terms shall be those in force on the date of the order placed by the Client.

2. Order

2.1 All orders must be placed in writing by the Client from ACTIV’INSIDE. Orders shall only be final when they have been confirmed in writing by ACTIV’INSIDE.
The Client declares that he has read the Terms before placing an order. The placing of an order by a Client shall imply the latter’s unreserved acceptance of these Terms, unless special conditions are agreed in writing by ACTIV’INSIDE.
Any order placed by the Client shall constitute a complete waiver by the latter of any of its own conditions of purchase.
The benefit of the order is personal to the Client and cannot be assigned without ACTIV’INSIDE’s agreement.
A minimum order amount of 300€ excluding tax, is required for any order, which will be subject to an administrative fee of 45€.

2.2 Orders transmitted to ACTIV’INSIDE are irrevocable for the Client, unless accepted in writing by ACTIV’INSIDE.
Any request for modification of the products or the volume of an order or any request for cancellation by a Client shall only be considered by ACTIV’INSIDE if the request is made in writing, no later than 5 working days before the products are made available for collection by the Client. Any modification or cancellation shall be confirmed in writing by ACTIV’INSIDE.
In the event of modification of the order by the Client accepted by ACTIV’INSIDE, the latter shall be released from the time limits initially agreed for the execution of the order.
In the event of acceptance by ACTIV’INSIDE of cancellation of the order by the Client, for any reason whatsoever, except in the case of force majeure as defined in article 15 of these Terms, a sum corresponding to 50% of the amount of the total invoice exclusive of VAT shall be acquired by ACTIV’INSIDE as damages.

2.3 ACTIV’INSIDE reserves the right to suspend, delay, modify or cancel an order in cases where the quantity ordered by the Client is abnormally low or high or in case of insufficient stock. ACTIV’INSIDE shall notify the Client as soon as possible of the availability of the products, without the Client being able to claim any compensation for this.

3. Tariff and prices

The current price list is subject to regular changes at the sole discretion of ACTIV’ INSIDE. Any change in the tariff will automatically be applicable on the date indicated on the new tariff.
The price mentioned in ACTIV’INSIDE’s commercial oﬀer is only valid for a maximum of three (3) months from its issue, unless otherwise explicitly stated in the oﬀer.

The prices of the products are those ﬁxed on the basis of the ACTIV’INSIDE price list in force at the time of order confirmation. The prices do not include taxes and are denominated in euros (€), including packaging costs, and are established according to market variations. They are increased by the VAT rate applicable at the time of the order. Any change in the rate may be reflected in the price of the products.

Unless otherwise specified, ACTIV’INSIDE’s prices are established ex works (incoterm 2020: EXW Beychac et Caillau). Consequently, the costs of collection, transport, any customs duties, insurance costs and any other tax or duty to be paid shall be borne exclusively by the Client.

In the event of special requests by the Client concerning the conditions of packaging or transport of the products ordered, duly accepted in writing by ACTIV’INSIDE, the costs generated by these services shall be subject to a speciﬁc additional invoice.

4. Payment Terms and conditions

4.1 Each order will be subject to an invoice, which will be established in accordance with the provisions of Article L.441-3 of the French Commercial Code. The invoice will be sent by email or mail to the Client at the time the order is made available.

4.2 For any significant first order or order of an exceptional amount, a cash payment will be required at the time the Client places the order.
For the following orders: payment shall be made in a single installment within thirty (30) days from the date of issuance of the invoice, unless otherwise negotiated and explicitly stated in the order conﬁrmation.

4.3 All payments must be made by bank transfer. After written agreement from ACTIV’INSIDE, other means of payment may be used: accepted draft, LCR, promissory bill, documentary credit ….
No discount is granted for advance payments.

5. Late payment or non payment

5.1 Late or non-payment (total or partial) of sums due by the Client, will result in the immediate payment of all sums owed by the Client, as well as the suspension of the Client’s current orders, without the need for any prior formal notice and without prejudice to any other course of action., n.

5.2 Any sum not paid on the due date indicated on the invoice will automatically result in the application of a penalty equal to the ECB rate plus 10 points until the day of full payment of the sums due (article L.441-10 of the French commercial code).
In addition to the late payment penalties, any sum not paid on its due date will automatically result in the payment of a fixed indemnity of 40€ due for collection costs (article D. 441-5 of the French Commercial Code).
If the collection costs eﬀectively incurred are greater than the amount of this fixed compensation, ACTIV’INSIDE may request additional compensation from the Client, upon justiﬁcation.

5.3 In addition, failure to pay by the due date stipulated on the invoice will automatically result in the payment of an indemnity equal to 15% of the unpaid amount as a penalty clause.

6. Resolutory clause

In the event of non-compliance of a contractual obligation referred to in articles 5, 15 and 16 of these Terms, 48 hours after formal notice sent by registered letter with acknowledgement of receipt, which has remained without eﬀect, the sale will be cancelled as of right and any deposit paid shall be retained by ACTIV’INSIDE.

7. Provision of products for delivery

7.1 Unless otherwise specifically agreed, all ACTIV’INSIDE sales shall be made “ex works” (incoterm 2020: EXW Beychac et Caillau).

7.2 Delivery of the products to the Client is carried out in accordance with the order either by simple notice of availability sent to the Client by email, or by delivery to a shipper or carrier in the warehouses of ACTIV’INSIDE in case of exceptional delivery by ACTIV’INSIDE.

7.3 ACTIV’INSIDE ensures that the delivery times indicated on the order conﬁrmation are respected. However, these deadlines are specified only as an indication, and cannot be guaranteed. Any delay in the availability of the goods shall not give rise to any penalty or compensation for the Client, nor shall it justify the cancellation of the order.

7.4 The Client must collect the goods ordered within fifteen (15) calendar days of the notice of availability. Failing withdrawal within this period, ACTIV’ INSIDE may automatically charge the customer a fixed indemnity of €50/pallet/week.

7.5 The Client remains solely responsible for the payment of the transport services necessary for the delivery of the Products.

8. Risks transfer

8.1 Notwithstanding article 9 of these Terms, the Client shall bear the risk from the time the products are made available in ACTIV’INSIDE’s warehouses until their ﬁnal destination, even in the event of an exceptionally agreed « carriage paid » sale.

8.2 The products travel at the risk of the Client, to whom it belongs in the event of damage, loss or missing to make all reserves and to exert all recourse with the carriers responsible, in accordance with the provisions of the article L133-3 of the French Commercial Code.

8.3 The Client also undertakes to take out an insurance policy with a reputable company, guaranteeing the risks of loss, theft or destruction of the products covered by the order.

9. Retention of title clause

9.1 ACTIV’INSIDE RESERVES THE OWNERSHIP OF THE PRODUCTS DESIGNED IN THE ORDER CONFIRMATION, UNTIL FULL PAYMENT OF THEIR PRICE IN PRINCIPAL AND ACCESSORIES, EVEN IN CASE OF GRANTING OF PAYMENT DELAYS. ANY CLAUSE TO THE CONTRARY, IN PARTICULAR INCLUDED IN THE GENERAL CONDITIONS OF PURCHASE, SHALL BE DEEMED TO BE UNWRITTEN IN ACCORDANCE WITH ARTICLE L624-16 OF THE FRENCH COMMERCIAL CODE.

9.2 IN CASE OF TOTAL OR PARTIAL NON-PAYMENT OF THE PRICE AND ITS ACCESSORIES AT THE AGREED DEADLINE, FOR ANY REASON AND FOR ANY REASON WHATSOEVER, ACTIV’INSIDE IS AUTHORIZED BY THE CLIENT TO PROCEED OR HAVE PROCEEDED TO AN INVENTORY OF ALL PRODUCTS BELONGING TO HIM, IN POSSESSION OF THE CLIENT, EITHER IN A CONTRADICTORY WAY, OR BY BEING ASSISTED BY A BAILIFF, WHO COMMITS HIMSELF TO LEAVE FREE ACCESS TO HIS WAREHOUSES OR OTHERS FOR THIS PURPOSE AND BY TAKING CARE THAT THE IDENTIFICATION OF PRODUCTS IS ALWAYS POSSIBLE.

9.3 THE CLIENT UNDERTAKES TO TAKE ALL NECESSARY PRECAUTIONS FOR THE PROPER PRESERVATION OF THE PRODUCTS UNTIL FULL PAYMENT OF THE PRICE. THE CLIENT IS THEREFORE PROHIBITED FROM DISPOSING OF THEM FOR RESALE OR PROCESSING (UP TO THE QUANTITY OF UNPAID PRODUCTS).

10. Warranty

10.1 Non-conformity of the products at the time of receipt

(a) The Client is required to verify, at the time of receipt, the conformity of the product with the order, as well as any damage to the products, it being specified that the weights and measures at the time of departure will be proof of the quantities delivered.
Any product which has not been the subject of precise reservations by registered letter with acknowledgement of receipt within three (3) days with the carrier, in accordance with article L133.3 of the French Commercial Code, a copy of which shall be sent simultaneously to ACTIV’INSIDE, shall be considered accepted by the Client.
After this period, no claim concerning quantities, product errors or damage to the products shall be taken into account by ACTIV’INSIDE.
It shall be the responsibility of the Client to provide any justiﬁcation as to the reality of the anomalies noted. He shall allow ACTIV’INSIDE every facility to proceed with the observation of these anomalies and to remedy them. He shall refrain from intervening himself or from having a third party intervene for this purpose.

(b) In the event of non-conformity of the products delivered, duly ascertained by ACTIV’INSIDE under the conditions provided for in (a) and not linked to negligence or fault on the part of the Client, the Client may obtain replacement, supplementation or refund of the products, at ACTIV’INSIDE’s option, to the exclusion of any compensation or damages.

10.2 Hidden defects in products not apparent on the day of receipt

(a) In the event of hidden defects in the products which are not apparent on the day of receipt and which render them unfit for the use for which they are intended, ACTIV’INSIDE’s warranty shall be limited to six (6) months from the date of discovery of the products, and shall remain subject to the Client sending a complaint by registered letter with acknowledgement of receipt addressed to ACTIV’INSIDE, within a maximum period of five (() working days from the date of discovery, indicating the date and number of the delivery note, as well as the number of the batch(es) in question. It is expressly agreed by the Client’s acceptance of these Terms that after the expiry of this period the Client may not invoke the non-conformity of the products or invoke this as a counterclaim in defence of an action for recovery of debts brought by ACTIV’INSIDE.

(b) The return of guaranteed products must be accepted by ACTIV’ INSIDE beforehand. The returned products must reach ACTIV’INSIDE, at its expense, in their original condition, without having been opened.

(c) The Client may obtain replacement or refund of the products, at ACTIV’INSIDE’s choice, to the exclusion of any compensation or damages.

(d) The Client expressly acknowledges that the warranty does not apply if the product expires before the expiration of the six (6) months warranty period. In this case, the warranty period shall only run until the date of expiration of the product.

11. Liability and Limitation of liability

The Client expressly acknowledges having taken note, upon placing the order, of the products sold, of the technical files and safety data sheets relating to the products sold, provided by ACTIV’INSIDE, concerning in particular the storage conditions, handling, use and transportation of the products.

The Client shall be solely responsible for the use of the products supplied by ACTIV’INSIDE and their suitability for the purpose for which they are to be used; in particular, the Client shall ensure that the products purchased are compatible with any other products or materials with which they are or may be in direct or indirect contact, that they are used in accordance with the state of the art, that they are modiﬁcated or transformed, that they are preserved and stored, and that the conditions under which the products are to be used are in accordance with the technical speciﬁcations and applicable law and regulations. The Client shall furthermore ensure that the use he makes of ACTIV’INSIDE’s products for resale, alone or in combination with other elements, does not infringe existing patents in the country of destination of the Client’s finished products.

In particular, with regard to the nutrition and well-being market, the Client undertakes to comply with the national, European and/or international legislative and regulatory provisions in force and to comply with them, in particular, without this being considered exhaustive, with regard to public health or environmental protection.
Consequently, ACTIV’INSIDE cannot be held responsible for damage of any kind that may result from :

use which does not comply with the legal and regulatory provisions and/or the specifications and recommendations of ACTIV’INSIDE
storage of the products by the Client and/or its subcontractors or service providers in abnormal conditions or conditions incompatible with their nature and the instructions and directives of ACTIV’INSIDE.
In any event, ACTIV’INSIDE’s warranty shall be limited to the replacement of goods found to be defective for a reason for which it is expressly and contradictorily recognized as solely responsible.

In no case shall ACTIV’INSIDE be held liable for indirect or immaterial damage such as commercial loss, loss of orders, damage to brand image, any commercial disturbance whatsoever, loss of profits or Clients, as well as for any claims made by a third party against the Client.

12. Intellectual property

12.1 The sale of the products does not confer any right on the Client to the trademarks or distinctive signs affixed to these products. All technical documents, documentation and photographs supplied to the Client shall remain the exclusive property of ACTIV’INSIDE, the sole owner of the intellectual property rights. The Client undertakes not to do any act or use of these documents likely to infringe intellectual property rights.

12.2 The sale of the products does not imply any creation or transfer of a patent license or any other intellectual property right whatsoever or know-how on the part of ACTIV’INSIDE to the proﬁt of the Client with regard to the products sold.

12.3 Any advertisement or promotional operation comprising the trademarks or distinctive signs affixed to the ACTIV’ INSIDE products and created by the Client shall be subject to the prior written consent of ACTIV’ INSIDE.
ACTIV’INSIDE reserves the right to refuse the diﬀusion of advertising messages that are disparaging or infringe on its brands or other distinctive signs.

12.4 When the Client places ACTIV’INSIDE’s products online, the Client undertakes to use only photos and logos transmitted by ACTIV’INSIDE, whose prior written consent is mandatory.

13. Personal Data

13.1 General principles

ACTIV’INSIDE is responsible for processing the Client’s personal data (hereinafter “the Data”).
In general, the information that the Client communicates to ACTIV’INSIDE is intended for the authorised personnel of ACTIV’INSIDE, which is the data controller.

ACTIV’INSIDE undertakes to protect the privacy of the Client by ensuring the protection, confidentiality, non-alteration, availability and security of the Data entrusted to it.
ACTIV’INSIDE undertakes to respect the principle of minimization of data collection.

13.2 Processing and legal basis

The Client’s Data are used for the purpose of processing orders and managing Client relations and commercial prospecting.

13.3 Right of opposition, rectification, limitation and deletion of personal data by data subjects

Pursuant to the Act of January 6, 1978 on Data Processing, Data Files and Individual Liberties, as amended, and the European Regulation nᵒ 2016/679, known as the General Data Protection Regulation (GDPR), the Client has the rights:
of access,

of rectification,
of limitation, for legitimate reasons,
of opposition, for legitimate reasons,
of deletion,
of portability,
with respect to all the Data concerning him.

The Client also has the right to formulate specific or general directives concerning the conservation, deletion and communication of his Data.
The Client can exercise all these rights by sending his request by e-mail to the following address: rgpd@activinside.com

13.4 Duration of retention of Personal Data

The personal data collected by ACTIV’INSIDE will be kept by ACTIV’INSIDE within the time limits imposed by law in order to meet its legal obligations.

13.5 Data processing mode

ACTIV’INSIDE shall handle the Client Data appropriately and shall take all appropriate technical and organizational measures to prevent unauthorized access, disclosure, modification or destruction of the Data.

14. Assignment

The Terms may not be assigned, transferred or transmitted to a third party, for any reason whatsoever, directly or indirectly, in whole or in part, whether in return for payment or free of charge, without the express, prior and written consent of ACTIV’INSIDE. Failing this, the contract may be terminated as of right and to the detriment of the Client.

15. Force majeure

Any unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code and the case law of the French Supreme Court, which is beyond the control of the parties, which could not reasonably be foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, is considered to be a case of force majeure preventing the performance of its obligation by the debtor and results in the suspension of the contract.

The performance of the obligation is only suspended if the impediment to performance is temporary. If the impediment is definitive, the contract is terminated as of right and the parties must be released from their obligations.
The party invoking the above circumstances must immediately notify the other party of their occurrence and of their disappearance.
If the circumstances which oblige one of the parties to suspend the execution of the contract continue for more than three (3) months, either party may request the termination of the contract.

16. Confidentiality

The Client undertakes to guarantee the confidentiality of all confidential information exchanged with ACTIV’INSIDE in the course of the performance of the present contract. Consequently, this confidential information shall not be copied or reproduced and shall only be used for the purposes of the present contract. Client shall ensure that all of its employees, subcontractors and any other person involved in the performance of this sale agreement comply with this confidentiality obligation.

This obligation of confidentiality does not apply to the part of the information :

that is publicly available at the date of its communication by the issuer to the recipient, or that may become publicly available after that date through no fault of the recipient;
already known to the recipient at the time of its communication by the issuer;
transmitted to the recipient with an express waiver by the sender of the obligation of confidentiality;

This obligation of confidentiality shall continue after the end of the business relationship for any reason whatsoever, for a period of three (3) years.

17. Non waiver

The fact that ACTIV’INSIDE does not claim at a given time the application of any of the provisions of these Terms may not be interpreted as a waiver of its right to invoke any of the said provisions at a later date.

18. Convention of proof

Documents in electronic form exchanged between the parties shall be evidence, provided that the person from whom they emanate can be duly identified and that they are drawn up and stored under reasonable conditions to guarantee their integrity.

19. Applicable law and jurisdiction

19.1 These Terms and the purchase and sale transactions arising from them are subject to French law.

19.2 The French version of these Terms shall prevail over the english version.

19.3 In case of any dispute, ACTIV’INSIDE and the Client shall seek an amicable agreement.

19.4 IN THE ABSENCE OF AMICABLE SETTLEMENT WITHIN TWO (2) MONTHS, ANY DISPUTE RELATING TO THE INTERPRETATION, FORMATION OR EXECUTION OF AN ORDER, WILL BE BROUGHT BEFORE THE COMMERCIAL COURT OF BORDEAUX, EVEN IN CASE OF APPEAL IN WARRANTY OR PLURALITY OF DEFENDANTS.

Download the Terms of sale