General terms and conditions of sale for products sold on solage.fr for professional use.
Article 1 ‐ Purpose
These terms and conditions govern the sales conducted by SOLAGE SARL, located at 60 BIS rue Boursault – 75017 Paris, of nutritional supplements (dietary supplements) intended for resale to individual or professional customers by professionals.
For the purposes of understanding and interpreting these general terms and conditions, the following definitions apply:
1. "Contract" refers to the specific terms and conditions and their annexes, including the general terms and conditions of sale detailed in this document, as well as any amendments signed by the Parties after the signing of this document and related to the same subject matter. In the absence of specific terms, the contract consists solely of these general terms and conditions of sale and the commercial pricing provided by SOLAGE laboratories to the CLIENT.
The Contract constitutes the entire agreement between the Parties. It supersedes and replaces any prior correspondence, commitments, or proposals made by either Party concerning the same subject.
In case of any contradiction between the provisions of the various documents forming the Contract, the specific provisions shall prevail over the general provisions. Therefore, the contract will take precedence over these general terms and conditions of sale.
1.2 "Service" refers to, depending on the context, the supply of products or broader services provided by the Seller to the Client as part of the execution of the Contract.
1.3 "Party" refers indistinctly to either of the signatories to this Contract, namely the Seller or the Client, and collectively to both Parties together.
1.4 "Seller" or SOLAGE Laboratories refers to SOLAGE Laboratories without distinction.
1.5 "Client" refers to the signatories of the Contract other than SOLAGE Laboratories.
1.6 "Products" refers to the products manufactured, distributed, and/or marketed by the Seller for the Client.
Article 2 – Products
SOLAGE Laboratories present the essential characteristics of their products to the client and encourage the client to read them carefully.
The products presented are not medications. They are dietary supplements considered as such under French law, with their composition regulated accordingly. SOLAGE Laboratories’ products are registered with the French authorities.
If purchased from any country other than France, it is the Client's responsibility to verify the legal status of these products in their country of residence.
The photographs of the products displayed on the website www.solage.fr or any other informational or promotional material are non-contractual.
Article 3 – Warning
No health-related measures or decisions regarding ongoing treatments for end users should be based solely on the content of the website or any other informational or promotional material issued by SOLAGE Laboratories. Although natural, the products sold by SOLAGE Laboratories are active and have effects on the body. Therefore, SOLAGE Laboratories advise the client to encourage end users to inform their healthcare provider about their use of dietary supplements, especially if they are undergoing medical treatment.
End users should consult appropriate healthcare professionals for any concerns about their health and well-being, particularly in the following situations:
- Making any adjustments to medications or treatments.
- Discontinuing any medication or treatment.
- Starting a new medication or treatment.
The products sold by SOLAGE Laboratories are not intended to diagnose, prevent, or treat diseases. If one of your end-user clients has a disease, they must consult a doctor. Pregnant and breastfeeding women, children under 12 years of age, and individuals under medical treatment should generally refrain from consuming dietary supplements unless advised otherwise by their healthcare provider.
Article 4 – Prices
Product prices are displayed in euros, inclusive of all taxes (VAT and other applicable taxes as of the order date), unless stated otherwise, and exclude shipping fees.
For orders shipped to a country other than mainland France, the Customer acts as the importer of the product(s). Customs duties or other local taxes, import duties, or state taxes may apply. These charges and fees are not the responsibility of SOLAGE SARL. They are payable by the Customer and are entirely their responsibility, both in terms of declarations and payments to the appropriate authorities and organizations in their country. SOLAGE laboratories recommend that the Customer seek information from their local authorities regarding these matters.
All orders, regardless of their origin, are payable in euros.
SOLAGE SARL reserves the right to adjust its prices at any time. However, the product will be invoiced based on the rate in effect at the time the order is confirmed, subject to availability.
The product pricing is included in the annex. It has been agreed upon with the Customer based on order volumes.
Products remain the property of SOLAGE SARL until full payment is received.
Note: Once the Customer takes possession of the ordered products, the risk of loss or damage to the products is transferred to them.
Article 5 – Orders
Customers can place orders via:
- Online at www.solage.fr
- By email at [email protected]
- By phone at +33 (0)1 79 75 37 38 (local call charges apply), Monday to Friday, 9 AM to 6 PM
Contractual information is presented in French and will be confirmed at the latest when the order is validated.
Article 6 – Order Validation
Any order placed on the website www.solage.fr, via email, or by phone implies acceptance of these General Terms and Conditions. By confirming an order, the Customer fully and unreservedly agrees to these terms and conditions of sale.
All data provided and the recorded confirmation serve as proof of the transaction.
The Customer acknowledges that they have a complete understanding of these terms.
The confirmation of the order constitutes a signature and acceptance of the actions carried out.
A summary of the order information and these General Terms and Conditions will be sent in PDF format to the email address provided in the order confirmation.
Article 7 – Payment
Placing an order confirms the Customer's obligation to pay the stated price.
Payment for the order can be made in several ways:
‐ By check in euros made out to "Laboratoires SOLAGE." The Customer must write their order number (provided at the end of the order) on the back of the check.
The check should then be sent to the following address: Laboratoires SOLAGE – Customer Service – 35, rue du Colonel de Bange - 78150 - Le Chesnay Rocquencourt - France. The order will be processed upon receipt and clearance of the check.
- By credit card (cards displaying the Carte Bleue, Visa, or Eurocard‐Mastercard logo). Payment is secured using the 3D Secure system, which encrypts and safeguards the data.
‐ By direct transfer or 30-day deferred payment (LCR) to the SOLAGE SARL account.
Article 8 – Invoicing and Payment Terms
Unless otherwise agreed by both Parties, payment for amounts due must be made by the 30th day following the invoice date for the goods.
Article 9 – Late or Non-Payment
The Products shall remain the property of the Customer or, where applicable, the Customer's partners (clients), according to the agreements governing their relationship.
Payments are considered immediately due on the invoice due date.
The Customer cannot oppose or contest legal recovery proceedings unless they have disputed the validity of an invoice by its due date and have not received a satisfactory response from the Seller within 8 days.
In case of disagreement over the response, the matter shall be submitted to an amicable resolution process within one month, involving an expert appointed and agreed upon by both parties. Failing this, the issue will be referred to summary proceedings in the competent court (TGI).
Additionally, any delay in payment of amounts due under the Contract will automatically, after a 48-hour period following the Seller's formal demand for payment that remains unaddressed, incur late payment interest. This interest will be calculated daily at a rate of the legal interest plus 10 percentage points, starting from the due date until full payment is made.
Furthermore, in the event of non-payment of a single invoice, multiple consecutive invoice delays, or repeated late payments over a billing period, the Seller reserves the right to:
‐ Suspend deliveries until full payment is received. This suspension will extend delivery timelines, for which the Seller will not be held liable. The Customer bears full responsibility for such delays, including interruptions in online systems and e-commerce platforms.
‐ Terminate the Contract at the sole fault of the Customer and seek compensation for all direct and indirect damages, including lost profits resulting from the termination.
Article 10 – Collection Fees
In addition to late payment penalties, any amount, including deposits, unpaid by its due date will automatically incur a fixed compensation of €40 for collection fees (Article 441-6, I para. 12 of the French Commercial Code and D. 441-5 of the same code).
Article 11 – Availability
Products are offered as long as they are displayed on the website www.solage.fr and subject to available stock. If a product becomes unavailable after an order has been placed, SOLAGE laboratories will notify the Client via email. The order will be automatically canceled, and no bank charges will be applied.
Article 12 – Delivery
Unless a specific prior agreement has been made with SOLAGE's commercial partner, a fixed shipping and packaging fee of €10 will be applied at the time of ordering (for mainland France and Corsica).
Products are delivered to the address provided during the ordering process within an average of 2 to 5 business days.
Orders are generally processed within 24 hours.
In case of a shipping delay, the Client will be informed via email of any potential impact on the initially indicated delivery timeframe.
If delivery is handled by a carrier, SOLAGE SARL cannot be held responsible for delays caused solely by the Client's unavailability after multiple delivery attempts.
An order can only be delivered if all required fields are completed by the Client. Any error on the Client's part (particularly regarding delivery address or phone number details) exempts SOLAGE laboratories from liability in the event of a failure, fault, or responsibility attributable to the Client, or in cases of force majeure or unforeseen and unavoidable circumstances caused by a third party unrelated to the contract's provisions. The Client bears full responsibility for the information provided and any resulting costs or consequences of errors. Redirecting a returned order (due to incorrect address or name) will only be carried out by SOLAGE laboratories after the Client covers the additional shipping costs.
Article 13 – Warranty
All SOLAGE laboratory products are covered by the legal warranty of conformity and the warranty against hidden defects, as stipulated by Articles 1641 and subsequent articles of the French Civil Code. In the event of non-conformity of a sold product, it may be returned, exchanged, or refunded.
All claims, requests for exchanges, or refunds must be submitted by mail within 30 days of delivery. SOLAGE laboratories recommend using a tracked shipping method for these requests.
Products must be returned in the condition in which the Client received them. Shipping costs will be reimbursed to the Client based on the invoiced rate and upon presentation of supporting documentation.
Article 14 – Liability
The products offered comply with current French legislation. The Seller cannot be held liable for non-compliance with the laws of the country where the product is delivered. It is the Customer's responsibility to check with local authorities regarding the feasibility of importing or using the products they intend to order.
Furthermore, the Seller cannot be held responsible for damages resulting from improper use of the purchased product.
Finally, the Seller's liability cannot be engaged for any inconveniences or damages inherent to the use of the Internet, including service interruptions, external intrusions, or the presence of computer viruses.
Article 15 – Operational Liability
The Seller shall only be held liable for proven faults by the Customer in the performance and execution of the Services outlined in the Contract.
When the Seller's liability is established, it will be strictly limited to the repair of direct and material damages (such as re-delivery costs, replacement of lost items, etc.).
In any case, the Seller's liability excludes damages related to loss of brand image and/or revenue.
The Customer shall indemnify the Seller against all direct and indirect consequences of their own faults and negligence, as well as those of their suppliers, sellers, or agents. Specifically, the Customer will cover all costs of work and services provided by the Seller that may be required to restore the situation in such cases.
Article 16 – Confidentiality and Communication
Both the Seller and the Customer agree to treat as strictly confidential all information already received and any that may be disclosed during the execution of this Contract. Neither Party may share this information with third parties without the prior explicit consent of the other Party. Each Party shall ensure the protection of information contained in documents entrusted by the other Party through appropriate measures, particularly concerning their employees. This confidentiality obligation applies during the entire term of this Contract and for two years following its termination, regardless of the cause.
However, this confidentiality obligation does not apply to technical information that can be proven by the Parties to have been known or already in the public domain at the time of this Contract.
Notably, the Customer expressly authorizes the Seller to cite them and their Clients as references, whether verbally, in writing, or through standard communication channels. The Customer also authorizes the Seller to directly or indirectly use their logo. Additionally, the Customer permits the Seller to create an electronic link to their website and to include a “follow” link from the Seller's site to the Customer’s site.
Article 17 ‐ Force Majeure
Neither Party shall be held liable for any contractual breaches caused by an event of force majeure, as defined below. The Party affected by the force majeure event must notify the other Party of its inability to fulfill its contractual obligations, specifying the nature of the event.
Delays resulting from the force majeure event shall extend the timeframe for the affected Party to perform its obligations accordingly. However, if the event persists beyond 30 days from the date of notification, the other Party may terminate the Contract immediately and automatically by sending a registered notification confirming the continued existence of the event.
Explicitly, events considered as force majeure include but are not limited to: total or partial strikes (except those caused by the affected Party), severe weather conditions, epidemics, disruption of transport or supply chains for any reason, earthquakes, fires, storms, floods, water damage, widespread power outages, and general telecommunication failures beyond the control of the Party. Additionally, any other circumstances outside the Parties' control that prevent the fulfillment of their contractual obligations under the Contract are also deemed force majeure.
It is expressly agreed that no failure to meet a payment obligation can be justified by a force majeure event.
Article 18 ‐ Unforeseen Circumstances
If unforeseen economic, political, or technological circumstances beyond the control of the Parties arise after the conclusion of the Contract and disrupt the balance of the contractual relationship to such an extent that fulfilling the Contract becomes excessively burdensome for one Party, making the obligations significantly costlier than anticipated at the time of signing, the affected Party may request, via notification, a review, renegotiation, or amicable termination of all or part of the Contract.
The Parties shall then engage in good faith discussions to reach an agreement on revising, renegotiating, or terminating the Contract. If no agreement is reached within 30 days from the notification date, the Party facing excessive hardship may petition a court to equitably adjust or terminate the Contract. In the case of termination, the court shall also determine the compensation owed to the other Party for damages resulting from the Contract's termination. Termination shall take effect 30 days after the Parties’ agreement or the court's decision. Until an agreement or termination takes effect, the Contract shall remain in force under its existing terms and conditions.
Article 19 ‐ Assignment
No Party may transfer any or all of its rights and obligations under this Contract to a third party without the prior express authorization of the other Party.
However, each Party may freely assign all or part of its rights and obligations under this Contract, particularly through contributions to a company in which it directly or indirectly holds a stake, or to a company that directly or indirectly holds a stake in the assigning Party.
Nevertheless, the assigning Party shall guarantee the proper performance of the transferred rights and obligations by the assignee company.
Article 20 – Termination
In the event of a dispute between the Parties during the performance of the Contract, they shall make every effort, in a spirit of conciliation and good faith, to find a reasonable solution to their disagreement before seeking to terminate the Contract or initiating legal proceedings. This process constitutes an informal consultation between the Parties and does not impose any specific timeframe or formal procedure on their attempt to reconcile.
The Contract may be terminated automatically, without judicial intervention, in the following cases:
‐ A material breach by either Party of the essential obligations under this agreement, not remedied within thirty (30) days following a formal notice served by the other Party outlining the breaches. By express agreement, a material breach is defined as a failure to remedy a violation of one or more essential obligations of the Contract or a prolonged behavior contrary to the obligations and the partnership spirit that guided the drafting and execution of the agreement.
‐ Repeated delays in payment or non-payment in accordance with the provisions of Article 9 of this agreement.
‐ Any other cases expressly stipulated in the Contract as grounds for termination.
This termination does not preclude the awarding of damages that the Party initiating the termination may claim.
Unless otherwise specified in the Contract, termination for any of the above reasons shall take effect ten (10) days after a formal notice has been served by the terminating Party to the other Party, specifying its decision to invoke one or more grounds for termination.
Under no circumstances, and for any reason whatsoever, shall this clause be regarded as merely formal or precautionary. It constitutes an express derogation, deliberately agreed upon, from the last paragraph of Article 1184 of the French Civil Code, which states: "Termination must be requested in court: a delay may be granted to the defendant depending on the circumstances." Therefore, this clause must be rigorously enforced by the Parties, as it constitutes the law between them under Articles 1134 and 1135 of the French Civil Code, without any subsequent offer or deposit being able to halt its effects.
Article 21 – Governing Law and Jurisdiction
The language of this Contract is French. These terms and conditions of sale are governed by French law. In the event of a dispute, French courts shall have exclusive jurisdiction.
Article 22 ‐ Intellectual Property
All elements of the website www.solage.fr, as well as any promotional documents or materials provided to the Client, remain the exclusive intellectual property of the Seller. No one is authorized to reproduce, exploit, redistribute, or use any part of the site, whether software, visual, or audio, for any purpose, even partially.
Article 23 ‐ Personal Data
The Seller reserves the right to collect personal information and data about the Client. This information is necessary for order management and for improving services and communication.
It may also be shared with companies involved in these relationships, such as those responsible for managing, processing, executing, or paying for orders and services.
This information and data are also stored for security purposes, ensuring compliance with legal and regulatory obligations.
Article 24 ‐ Recordkeeping and Evidence
SOLAGE SARL will archive purchase orders and invoices on reliable and durable media that ensure a faithful reproduction, in accordance with Article 1348 of the French Civil Code.
The computerized records of SOLAGE SARL will be considered by all parties as proof of communications, orders, payments, and transactions between the parties.
Laboratoires SOLAGE
SARL with a share capital of €20,000, headquartered at 35, rue du Colonel de Bange – 78150 – Le Chesnay-Rocquencourt
Registered with the Versailles Trade and Companies Register under no. 813 982 501
Phone number: 01 79 75 37 38