|
MILK MAKEUP, LLC |
|
To the attention of Steve Nguyen
450 W 15TH Street
|
|
NEW YORK NY 10011 |
|
|
|
Neuilly-sur-Seine, on February, 26th, 2021 |
Registered letter with return receipt requested
RE: 2021 Trade Terms & Conditions - MILK MAKEUP (the
“Supplier”)
Dear Sir,
Further to our last exchanges, we are very pleased to have reached
an agreement on the trade terms and conditions relating to our collaboration for 2021, as follows:
The negotiation has been carried out in good faith between SEPHORA
and your company (the “Parties”) based on your [two-period] price list (the “Price List”) for 2021 as detailed in the Appendix “Products’ price list”.
The price set in the present letter is the price agreed upon for
2021.
Any modification of the Price List that is planned, must be
communicated to SEPHORA by registered mail with acknowledgement of receipt at least two (2) months before its desired date of application. In every case, it must be justified by unbiased and verifiable elements.
In the event that Sephora accepts this modification of the Price
List, the Parties must sign an amendment for this modification to be applicable between them.
Any modification of the Price List may lead to the renegotiation of
the present as a whole in order to preserve its general economy.
It is specified that the applicable agreed price is the one in force
on the date on which SEPHORA orders the Products.
SEPHORA shall purchase your products (the “Products”) in Euros and
pay its orders in Euros. The payment terms for the Products agreed upon between the Parties is 45 days end of month, date of invoice. Any payment delay shall give rise to penalties equal to three times the legal interest rate and to the payment
of a fixed compensation of 40€ for recovery costs.
The trade terms are applicable to the following territory: France,
Luxembourg, Monaco, Italy, Spain, Portugal, Greece, Romania, Serbia, Bulgaria, Czech Republic, Poland, Turkey, Denmark, Sweden, Switzerland and Germany (hereafter, the “Territory”).
Exclusivity is granted to SEPHORA in the Territory.
However, the Supplier reserves the right to sell his products in the
Territories through its own Milk stores and Milk website, as well as travel retail, being defined as sales outlets located in restricted areas of various transport hubs, including airports, sea ports, railway stations, cruise liners, as well as
in free zones and areas subject to a specific status, such as diplomatic and military zones and through commercial partnership proposing products via boxes (Birchbox, Blissim, Glossybox…)
|
SEPHORA SAS Société par actions simplifiée au capital de 78 256 500 euros - R.C.S Nanterre B 393 712 286
Adresse de correspondance : 240, rue du Champ Rouge - 45770 Saran - France - Tél. +33 (0)2 38 70 69 00 - Fax.
+33 (0)2 38 70 68 90
Siège Social: 41, rue Ybry - 92576 Neuilly-sur-Seine Cedex - France - Tél. +33 (0)1 41 88 50 00 - Fax. +33 (0)1
41 88 50 01
|
|
Consequently, the Supplier shall refrain from appointing any third
party as distributor or agent for the Products in the Territory and shall refrain from making direct sales of the Products in the Territory.
In the event that, during the year, SEPHORA lists new Products
proposed by the Supplier, the terms and conditions of the present letter shall apply automatically.
The Parties agree that, during the year, they may set up new
obligations which shall give rise to the execution of an amendment.
In case of contradiction between the present letter and the
distribution agreement signed on June 19th, 2019, the present provisions shall prevail.
In accordance with the law (Article L. 441-4 of the Commercial
Code), the Parties have specified the following estimated turnover:
3 000 000 excluding VAT, equating to the turnover of year N-1.
It is specified that the estimated turnover shall under no
circumstances constitute a Product volume purchasing commitment on the part of SEPHORA.
|
1° |
CONDITIONS APPLICABLE TO THE SALE OF THE PRODUCTS AND OTHER OBLIGATIONS INTENDED TO FACILITATE THE COMMERCIAL
RELATIONSHIP BETWEEN THE PARTIES |
These discounts are applicable to all purchases made by SEPHORA.
Discount for the stimulation of the sell-in turnover on specific
references
In order to stimulate its purchasing turnover, on mutually agreed
dates the Supplier will grant SEPHORA an occasional discount of [***]
A turnover stimulation discount may be negotiated by the Parties if
new products are developed during the year. As applicable, the Parties may formalize their agreement by signing an amendment.
|
2° |
COMMERCIAL COOPERATION SERVICES PROVIDED BY SEPHORA FOR PRODUCT RESALE |
This covers any service suitable for developing the sale of the
Products that is distinct from the purchase and sale obligations (the “Marketing Event(s)”).
A global budget of “Marketing Contribution” linked to these
Marketing Events will be discussed each year by the Parties and expressed either as an absolute value or as a percentage of the 2021 Sell Out. SEPHORA shall invoice the global amount to Supplier without any possibility for the latter to pay by
providing free Products.
If the details of each Marketing Event (i.e. the purpose,
performance date, duration, remuneration and Products concerned) are not specified in the present letter, such details shall be defined during the year, in implementation agreements entered into by SEPHORA and the Supplier.
After each Marketing Event, SEPHORA shall send to the Supplier an
invoice for an amount equal to the remuneration that corresponds to said Marketing Event(s).
Said invoice shall be paid to SEPHORA within forty-five (45) days
end of month, date of invoice.
Any payment delay shall give rise to penalties equal to three times
the legal interest rate and to the payment of a fixed compensation of 40€ for recovery costs.
If the remuneration of the Marketing Event is expressed as a
percentage of the Sell Out, SEPHORA shall issue, at the beginning of 2021, a corrective invoice stating the total remuneration payable in consideration of the Marketing Events performed in 2021, as well as any payments made during said year. The
balance set forth in the corrective invoice shall be paid by the Supplier within 45 days end of month, date of invoice.
If the payments made by the Supplier are above the amount to be paid
by it, SEPHORA shall issue a corrective credit note.
The Parties acknowledge that these Marketing Events benefit all
Products generally and without distinction.
It is understood that setting up these Marketing Events does not
generate any purchase obligation for SEPHORA.
The Supplier undertakes to comply with the undertakings described in
Annex “Warranties/Mandate”.
[***]
The Marketing Contribution will only be used for direct costs (e.g
specific in-store animations / promotions /online campaign & support endcaps, launch pads, pop-up areas, beauty bars, internet campaigns, CRM actions, etc.) associated with the Marketing Events of the Products at Sephora in the Territory
and/or the PR plan to the exclusion of any indirect costs (such as gate fees).
This covers any service suitable for developing the sale of the
Products that is distinct from the purchase and sale obligations and are likely to include:
|
● |
Sales Events |
|
● |
Co Advertising Media / OP Traffic |
|
● |
CRM |
|
● |
Training Services |
|
● |
Staff Training |
|
● |
Conventions |
|
● |
Challenge |
|
● |
Market Week Participation |
|
● |
In-store Animations |
|
● |
PR Events |
Exact spend per activity can be reviewed throughout the year in
agreement between both parties and in function of business needs and re-attributed to other activities.
The details of each Marketing Event and/or PR plan (i.e. the
purpose, performance date, duration, remuneration and Products concerned) shall be defined during the year, in separate agreements to be entered into between SEPHORA and the Supplier.
After each Marketing Event or PR plan, SEPHORA shall send to the
Supplier an invoice for an amount equal to the remuneration that corresponds to said Marketing Event/PR plan. Subject to a prior written agreement between the Parties, the Supplier shall be entitled to pay directly third parties for the
performance of certain Marketing Event/PR plans provided that Sephora receives a quotation at least 10 business days before the Marketing Event/PR plan and gives it prior written approval. The amount paid directly by the Supplier to the third
party shall be deducted from the Marketing Contribution.”
Said invoice shall be paid to SEPHORA within forty-five (45), date
of invoice. Any payment delay shall give rise to penalties equal to three times the legal interest rate and to the payment of a fixed compensation of 40€ for recovery costs.
The Parties acknowledge that these Marketing Events benefit all
Products generally or specific Products as agreed between the Parties.
It is understood that setting up these Marketing Events/PR plans
does not generate any purchase obligation for SEPHORA.
Merchandising Costs:
The Merchandising costs relating to MILK’s Gondolas set up will be
as follows:
|
- |
Costs related to the manufacture (production, transportation, installation & customs) of Gondolas: [***] |
|
|
|
|
- |
Other costs related to Gondolas (updates, adaptation): t[***] |
COMMUNICATION PLAN
As part of the communications on the Products performed by the
Supplier within the Territory, the Supplier undertakes to use the hashtags provided by SEPHORA and more generally to associate SEPHORA with these communications.
In addition, as part of the communication actions carried out by the
Supplier with its influencers on the Products, the Supplier undertakes to propose and encourage its influencers to use the hashtags provided by SEPHORA in accordance with the laws and regulations in force.
OTHER LEVERS OF COLLABORATION
In consideration of the exclusivity granted by the Supplier, SEPHORA
shall provide the Supplier, free of charge, with the monthly statistical data mentioned below.
Exchange of weekly statistical data “Sales per axis per country
(Report 5 1)”:
SEPHORA shall, on a monthly basis, send to the Supplier statistical
data “Sales per axis per country, enabling it to improve its business management. The communication methods shall be defined mutually.
Exchange of monthly statistical data “Sales per axis per
distribution channel per country (Report 1)”:
SEPHORA shall, on a monthly basis, send to the Supplier statistical data “Sales per
axis per country, enabling it to improve its business management. The communication methods shall be defined mutually.
Exchange of monthly statistical data “Sales per region and per
store” (Report 2 2)”:
SEPHORA shall, on a monthly basis, send to the Supplier statistical
data “Sales per region and per store, enabling it to improve its business management. The communication methods shall be defined mutually.
Exchange of monthly statistical data “Sales, Quantity by
Department, Franchise and SKU per country (Report 4 3)”:
SEPHORA shall, on a monthly basis, send to the Supplier statistical
data “Sales, Quantity, by Department, Franchise and SKU per country”, enabling it to improve its business management. The communication methods shall be defined mutually.
The Supplier certifies that the sales representatives and make-up
staff (hereinafter referred to jointly as the “Representatives”) assigned by it provide services in SEPHORA stores work under its subordination or that of the enterprise hired by the Supplier, and are employed in compliance with the regulations
in force in each country of the Territory. In the event of a breach of this obligation, the Supplier undertakes to indemnify and hold harmless SEPHORA from and against any consequences that result therefrom for SEPHORA.
The Supplier must ensure that it only uses service providers or
temporary workers under the conditions or circumstances authorized by the regulations in force in each country of the Territory.
The Supplier was informed beforehand of the safety and risk
prevention measures applicable to Representatives and implemented by SEPHORA (For Representatives present in Sephora stores in France, cf. Appendix “Risk Prevention and Safety Plan Applicable to Sales Representatives”). In this respect, it has
been agreed that the Representatives must report to a Manager of the store to which they are assigned so that such Manager may ensure that they are fully aware of all applicable health and safety rules, measures and policies. The Supplier
undertakes to cause the Representatives to comply with this prerequisite before the performance of any in-store services.
Regarding the Representatives present in Sephora stores in France,
the Supplier shall ensure that the Representatives assigned by it comply with the General Terms and Conditions for Representatives that Sephora provided to the Supplier (cf. Appendix “General Terms and Conditions for Representatives”).
|
● |
PROMOTIONAL MEANS MANAGEMENT |
The Parties have agreed on the conditions set out below relative to
the following Products:
|
☐ |
Samples, GWPs, Free Products |
The Supplier shall deliver at its own expenses promotional means
(Samples, GWP Free Products). Quantities will be discussed and validated between both Parties prior to each action plan.
The Supplier authorizes SEPHORA to present, in the Territory points
of sales, MILK Products as testers.
The Supplier agrees to grant a rebate amounting to [***] of the Milk
Sell Out excluding VAT realized from January 1st to December 31st of each concerned year in the Territory.
This % is subject to change according annual returns, 2021 returns +
DIF [***]
In case of incomplete year, the rebate will apply on the turnover of
the months during which the contract was in effect.
The remuneration to be paid shall give rise to discounts in the form
of credit notes issued on a monthly basis by the Supplier.
The amount of the credit notes shall be calculated on the basis of
the MILK Sell Out excluding VAT realized by Sephora during the previous month.
The credit note will be issued not later than 30 days after the end
of each month for which the credit note applies.
Such credit notes shall be set-off from amounts owed by Sephora to
the Supplier.
In accordance with Article L441-6 I 8° of the French Commercial
Code, any payment delay shall give rise to penalties equal to three times the legal interest rate and to the payment of a fixed compensation of 40€ for recovery costs.
QUALITY POLICY
For the implementation of the SEPHORA quality policy, SEPHORA and
the Supplier shall work in partnership with each other in order to monitor the quality of the Supplier’s production sites and the Products distributed through SEPHORA stores. In this respect, SEPHORA and the Supplier shall agree on an annual
quality control plan that is defined in the quality requirements letter signed at the start of the partnership and concerning the Supplier’s production sites and the Products, as detailed in the Appendix “Annual Cost of Quality”. This plan shall
make it possible for the Supplier, in particular, through the implementation of quality controls, to have information on the quality of the Products, once the transportation and/or storage phase for said Products have been completed.
In the context of quality audits and controls conducted by Sephora,
the findings will be shared by SEPHORA and the Supplier. Any non-conformities will give rise to an action plan and specific monitoring.
The Supplier undertakes to pay the costs of quality detailed in
the appendix entitled “Annual Costs of Quality” for the implementation of the SEPHORA Quality Policy for 2021.
SEPHORA shall send the Supplier invoice for an amount equal to the
remuneration that corresponds to said quality control(s). Said invoice shall be paid to SEPHORA within 45 days end of month, date of invoice. Any payment delay shall give rise to penalties equal to three times the legal interest rate in force and
to the payment of a fixed indemnity of €40 for recovery costs.
COMPENSATION
The Supplier authorizes SEPHORA to set off the amounts payable by
SEPHORA against any amounts payable by the Supplier, pursuant to the performance of the present letter, for any reason whatsoever.
RETURN MANAGEMENT
The Parties agree that Products (i) discontinued by
the Supplier(ii) whose packaging has been modified by the Supplier; (iii) the “one-shot” and “limited editions” Products shall be returned, subject to the Supplier’s prior consent, without discount and
deduction of the return value of the Products from the sell-in base of the current year.
In other cases, the Parties may agree during the year on unsold
Products which shall be returned, it being specified that these returns shall only concern one part of the stocks and be subject to the Supplier’s consent in accordance with the terms and conditions agreed upon by both Parties. The Supplier
acknowledges that said returns will allow it to improve the quality of its stocks.
It has been agreed, MILK will take back approx. 2,5% of its SO excl
VAT for 2021. This % is subject to change according DIF consumption, 2021 returns + DIF combined being capped at 5% of SO excl VAT.
Should the present letter be terminated for any reason whatsoever,
the Parties shall meet in order to define the modalities of possible Product returns.
CUSTOMS REGULATIONS AMENDMENTS
In the event of any modification in customs regulation applicable to
the imported Products (ex.: increase of import customs duties, setting up of import customs barriers) which was not known when the Agreement was entered into, the Party in charge of customs clearance of the Products may inform the other Party
thereof by registered letter with return receipt.
In this case, in order to take into account this modification in
customs regulation, the Parties agree to meet within one (1) month of the receipt of the aforementioned registered letter to renegotiate the Agreement.
In the absence of an agreement between the Parties concerning the
continued performance of the Agreement within two (2) months following their meeting, each Party may terminate the Agreement by registered letter with the return receipt
RISK PREVENTION AND SAFETY PLAN APPLICABLE TO SALES
REPRESENTATIVES
The Supplier shall be informed of the safety and risk control
measures implemented by SEPHORA and applicable to the Supplier’s Representatives (cf. Appendix “Risk prevention and safety plan applicable to sales representatives”), and undertakes to comply therewith.
PERSONAL DATA
Each Party undertakes to collect and process personal data in full
compliance with applicable personal data-protection provisions and European regulations, in particular the French Act no. 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties as amended, and, the EU Regulation
2016/679 of 27 April 2016 (GDPR) (hereinafter the « Applicable Law »).
Within performance of the Agreement, the Supplier will access,
receive, use and/or enrich information and data, including personal data as defined by the Applicable Law (hereinafter referred as the « Data »). Such Data include any personal DataFOR within the meaning of Applicable Law which the Supplier
process on behalf of SEPHORA and that are related to customers, prospects, employees and service providers and/or subcontractors (whether or not such personal Data have been collected by SEPHORA).
In light of the above, the Supplier may process:
|
(i) |
Data from SEPHORA employees, service providers or subcontractors for the following purposes: for management of performance under the
Agreement and for commercial cooperation services; |
|
(ii) |
Data from SEPHORA customers and/or prospects for the following purposes: (a) in the context of determined promotional contests, (b) for the
provision of services by the Supplier in stores, (c) execution of trade cooperation services, (d) sampling platforms and (e) provision of digital tools or services to Sephora’s customers and/or prospects (for example: integration of digital
functionality on the website and/or in Sephora’s stores, Sephora’s customers solicitation within the context of an event, etc....); |
|
(iii) |
Data from SEPHORA customers to comply with its regulatory obligations in the field of cosmetovigilance. |
The Parties acknowledge that, in compliance with the Applicable Law,
the Supplier will hold the position of data controller for processing the Data referred to in point (i), of data processor within the processing referred to in point (ii); each Party will hold the position of data controller for the part of the
processing it carries out referred to in point (iii).
In addition, in the event of data processing carried out by either
Party on their sole and exclusive behalf and under their own responsibility, the Party carrying out such processing shall alone have the status of Data controller. On the date of signature of this Agreement, Sephora will use the Data for products
recalls, for the provision sales representatives in store, in the context of customer service, management of performance under the Agreement and for the execution of commercial cooperation services.
Any further Data process realized for purposes other than those
provided in this section shall require a specific agreement between the Parties.
Under all circumstances, Data belonging to and previously owned by
each Party before entering into the Agreement remain the sole property of the owning Party. In particular, all files, documents, contents created and/or used by SEPHORA within performance of the Agreement, Data including any kind of information
of provided by SEPHORA to the Supplier, are and shall remain in any event the property of SEPHORA and the Supplier will keep those confidential in accordance with provisions of the article « Confidentiality».
Under Applicable Law, each Party undertakes to carry out under its
own responsibility, Privacy by Default and/or Privacy by Design formalities and actions that might be necessary thought its involvement in the performance of the Agreement.
The Parties acknowledge that, in compliance with the Applicable Law,
SEPHORA will hold the position of Data controller and the Supplier will hold the position of Data processor for all Data process provided in this Article with exception for any other Data process realized by the Supplier for its own behalf. In
this latter case, the Supplier shall hold solely the position of Data controller on the Data concerned.
In accordance with Applicable Law, the Supplier undertakes, within
performance of the Agreement, to take all due precautions in order to insure the personal Data security and notably to prevent the latter from being altered, damaged or communicated to unauthorized persons.
Therefore, the Supplier undertakes to comply, and to enforce
compliance of its employees, subcontractors and in general terms of any third party acting at its request, with the following obligations:
- not to take any copy of the Data
including notably the documents and information materials the latter is entrusted with, except those required for the performance of the Agreement, subject to SEPHORA’s prior consent;
- not to use the Data, documents
and information processed for purposes other than those specified in the Agreement;
- not to disclose the Data,
documents or information to third parties, whether being private or public bodies, natural persons or legal entities;
- not to assign, transfer or
disclose the Data, free of charge or against payment, to any third party, nor to use it for business purpose or make it use on the Supplier behalf, unless upon request or express authorization from SEPHORA;
- take all measures in order to
avoid any misuse or fraudulent use of the Data including computer files in the course of execution of the Agreement;
- implement all security measures,
especially technical and organizational, in order to insure storage and integrity of the Data, documents and information processed throughout the Agreement term; and
- upon termination of the business
relationship for any reason whatsoever, carry out destruction of every manual or computerized files storing SEPHORA’s Data.
Should personal Data be transferred outside the European Union, the
Parties state that the Supplier will provide SEPHORA with the necessary guarantees for this transfer in accordance with Applicable Law. Notably, SEPHORA will sign with the Supplier the standard contractual clauses of the European Commission or
any other document that might be useful with regard to the processing in question and the country to which the data is exported.
SEPHORA may itself or by way of an appointed provider, conduct
audits to verify the Supplier’s compliance with its obligations under provisions of the present article. Such audit may occur at any time, subject to at least a forty-eight (48) hours prior notice.
Should the terms of the present article be infringed, SEPHORA may
rightfully terminate the Agreement, with immediate effect and without compensation for the Supplier.
FORCE MAJEURE
The Parties’ obligations shall automatically and mutually be
suspended if an event of force majeure occurs, as defined by Article 1218 of the French Civil Code and the case law of the French “Cour de Cassation” (i.e. French supreme court).
It is specified that an event of force majeure includes, but is not
limited to: riots, wars, uprisings, acts of terrorism, major disturbances of public order, floods, fires, health crises including major epidemics and pandemics, earthquakes, hurricanes, but also political and governmental decisions including
export bans.
On the contrary, an internal strike within the company of one of the
Parties shall under no circumstances be considered as an event of force majeure.
In such case, the Party ascertaining the event of force majeure must
immediately notify the other Party by any appropriate mean of its inability to perform partially or totally its obligations. Then the defaulting Party shall confirm it by registered letter with acknowledgement of receipt or, failing this, by
e-mail with the option of acknowledgement of receipt to the other Party.
The defaulting Party will finally be required to do its utmost to
mitigate the consequences arising from this partial or total impossibility, which shall in any event not engage its liability for failure to fulfill its obligations or involve paying damages.
Following the cessation of the force majeure event, the Parties
shall do their best efforts to resume, as soon as possible, the normal course of their obligations’ performance. To this end, the Party prevented or the most diligent Party shall notify as soon as possible the other Party of the resumption of its
obligations by registered letter with acknowledgement of receipt or, failing this, by e-mail with the acknowledgement of receipt option.
In the event that the Parties’ obligations are suspended for more
than thirty (30) days from the occurrence of the force majeure event, the Parties shall enter into discussions in order to consider alternative measures and agree together on possible adjustments to the present agreement.
In any event, in case the suspension of the Parties’ obligations
lasts for a period of more than three (3) months from the occurrence of the event of force majeure, the present agreement may be terminated automatically by either of the Parties via the sending of a registered letter with acknowledgement of
receipt to the other Party.
HARDSHIP CLAUSE
If, during the performance of the present agreement, one of the
Parties encounters a change in circumstances that was unforeseeable when the agreement was entered into, which makes the performance thereof excessively costly, without that Party having agreed to assume the associated risk, it may inform the
other Party thereof by registered letter with acknowledgment of receipt or email with acknowledgment of receipt. The Parties agree to meet within one (1) month of receipt of the aforementioned registered letter or email in order to renegotiate
the present agreement. Each Party shall continue to perform its obligations during the renegotiation.
The Parties expressly intend to exclude the provisions of Article
1195 of the French Civil Code which do not apply to the present agreement. In particular, in the absence of agreement between the Parties on the element justifying a possible renegotiation and/or on the adaptations of the agreement, the Parties
expressly waive the right to have recourse to a judge to request the adaptation, revision or termination of the agreement on the date and under the conditions set by the judge.
In such a case, in the absence of agreement between the Parties on
the adaptations to the agreement within three (3) months from receipt of the registered letter with acknowledgement of receipt or the email with acknowledgement of receipt requesting to initiate renegotiation under this Article, each Party may
terminate the present by registered letter with acknowledgement of receipt stating the default of agreement, and the agreement shall terminate automatically and ipso jure (except for orders in progress which shall continue to apply until their
term) [notice period] upon receipt of such letter by the other Party, without either Party being entitled to any compensation.
CONFIDENTIALITY
Subject to any disclosure obligations vis-à-vis competent
administrations, the Parties agree that the present letter, the negotiated terms and, more generally, any information or documents which may be exchanged between them within the framework of their contractual relationship are strictly
confidential.
APPLICABLE LAW / SETTLEMENT OF DISPUTES
The present letter is governed by French law.
In the event of a dispute concerning directly or indirectly the
negotiation, existence, validity, performance, execution, interpretation, termination and/or consequences of the present letter and more generally the relations between the Parties. The latter shall strive, as a priority, to settle their dispute
amicably. If an amicable agreement cannot be found within one (1) month as from the dispute arising, the PARIS COMMERCIAL COURT shall be the exclusive jurisdiction for hearing the dispute between the Parties, even in the event of third party
notice or multiple defendants.
In order to formalize our annual agreement in accordance with
Article L441-4 of the French Commercial Code, please return to us the present letter, duly signed and bearing the handwritten statement “Signed as agreed”.
We remind you that the present letter comes into effect on January 1st, 2021 and is applicable until December 31st, 2021. In the absence of an agreement between the Parties on December 31st, 2021, the present letter will continue to apply until the coming into force of a new trade terms letter for 2022 or at the latest until March 1, 2022. The present letter may be terminated by either
Party, upon reasonable notice notified to the other Party by registered letter with acknowledgment of receipt. The present letter may also be terminated as of right, in the event of a serious breach of one or more of its obligations under the
present letter by one of the Parties, after formal notice to perform sent by the other Party, via registered letter with return receipt, has remained without effect for thirty (30) days.
This Agreement may be signed manually in two (2) original copies or
electronically.
In the event of an electronic signature, the present will be treated
as an original document having the same binding force as a manually signed original, in accordance with article 1367 of the French Civil Code.
Sincerely yours,
Vianney DUBOIS |
Steve NGUYEN |
EME Negotiation Director |
CFO |
|
[Signature + handwritten statement “Signed as agreed”] |
LIST OF APPENDICES
APPENDIX – “Products price list”
APPENDIX – “Customs”
APPENDIX – “Annual Cost of Quality”
APPENDIX – “Specifications and fee schedule materials 2020”
APPENDIX – “Guarantees/Mandates”
APPENDIX – Master Data Articles
APPENDIX – “Risk Prevention and Safety Plan Applicable to
Sales Representatives”
APPENDIX– “General Terms and Conditions for Representatives”
APPENDIX
PRODUCTS PRICE LIST
Unless otherwise agreed upon between the Parties in writing, prices
are firm and non-revisable and are exclusive of Customs duties, VAT and any other taxes and duties levied at the time of the importation in accordance with FCA incoterm. Prices include Customs clearance costs at the time of export and the
insurance to the address set forth on the purchase order (Santa Cristina, Italy, Saran, France or any other warehouse specified on the delivery note). The obligations of each Party are set out in the Appendix “Customs”.
EAN code
|
SKU DESCRIPTION
|
PURCHASE PRICE
in euros€
applicable from 01
Jan 2021 to 31
March 2021
|
PURCHASE PRICE
in euros€
applicable from
01 April 2021 to
31 Dec 2021
|
814333026442 |
CANNABIS HYDRATING FACE MASK |
[***] |
[***] |
814333025209 |
COOLING WATER |
[***] |
[***] |
814333025216 |
HYDRATING OIL |
[***] |
[***] |
814333026350 |
HYDRO GRIP PRIMER |
[***] |
[***] |
814333026374 |
KUSH LASH PRIMER |
[***] |
[***] |
814333025735 |
KUSH MASCARA |
[***] |
[***] |
814333026367 |
KUSH WATERPROOF MASCARA |
[***] |
[***] |
814333025681 |
MINI COOLING WATER |
[***] |
[***] |
814333025711 |
MINI HIGHLIGHTER LIT |
[***] |
[***] |
814333026145 |
MINI HIGHLIGHTER TURNT |
[***] |
[***] |
814333026138 |
MINI LIP & CHEEK WERK |
[***] |
[***] |
814333025728 |
MINI WATERMELON BRIGHTENING
SERUM |
[***] |
[***] |
814333026596 |
WATERMELON BRIGHTENING SERUM |
[***] |
[***] |
814333027241 |
MINI LIP & CHEEK PERK |
[***] |
[***] |
814333026800 |
MINI VEGAN MILK MOISTURIZER |
[***] |
[***] |
814333027432 |
MINI LIP & CHEEK - FLIP |
[***] |
[***] |
814333027449 |
MINI LIP & CHEEK - QUIRK |
[***] |
[***] |
814333027463 |
MINI LIP & CHEEK - RALLY |
[***] |
[***] |
814333027470 |
MINI LIP & CHEEK -
QUICKIE |
[***] |
[***] |
814333028408 |
KUSH LIQUID EYELINER |
[***] |
[***] |
814333027777 |
KUSH LIP SCRUB - SNOWCAP |
[***] |
[***] |
814333027753 |
VEGAN MILK CLEANSER |
[***] |
[***] |
814333026466 |
MINI HYDRO GRIP PRIMER |
[***] |
[***] |
814333025940 |
BLUR+SET POWDER LIGHT |
[***] |
[***] |
814333025957 |
BLUR+SET POWDER MEDIUM |
[***] |
[***] |
814333025964 |
BLUR+SET POWDER DEEP |
[***] |
[***] |
814333025476 |
BLUR LIQUID MATTE FOUNDATION
- IVORY |
[***] |
[***] |
814333025483 |
BLUR LIQUID MATTE FOUNDATION
- FAIR |
[***] |
[***] |
814333025490 |
BLUR LIQUID MATTE FOUNDATION
- LIGHT |
[***] |
[***] |
814333025506 |
BLUR LIQUID MATTE
FOUNDATION - GOLDEN LIGHT |
[***] |
[***] |
814333025513 |
BLUR LIQUID MATTE FOUNDATION -
MEDIUM LIGHT |
[***] |
[***] |
814333025520 |
BLUR LIQUID MATTE FOUNDATION -
MEDIUM |
[***] |
[***] |
814333025537 |
BLUR LIQUID MATTE FOUNDATION -
WARM MEDIUM |
[***] |
[***] |
814333025544 |
BLUR LIQUID MATTE FOUNDATION -
GOLDEN SAND |
[***] |
[***] |
814333025551 |
BLUR LIQUID MATTE FOUNDATION -
HONEY |
[***] |
[***] |
814333025568 |
BLUR LIQUID MATTE FOUNDATION -
MEDIUM TAN |
[***] |
[***] |
814333025575 |
BLUR LIQUID MATTE FOUNDATION -
CARAMEL |
[***] |
[***] |
814333025582 |
BLUR LIQUID MATTE FOUNDATION - TAN |
[***] |
[***] |
814333025599 |
BLUR LIQUID MATTE FOUNDATION -
TOFFEE |
[***] |
[***] |
814333025605 |
BLUR LIQUID MATTE FOUNDATION -
GOLDEN DEEP |
[***] |
[***] |
814333025612 |
BLUR LIQUID MATTE FOUNDATION -
WARM DEEP |
[***] |
[***] |
814333025629 |
BLUR LIQUID MATTE FOUNDATION -
DEEP |
[***] |
[***] |
814333025971 |
BLUR LIQUID MATTE FOUNDATION -
PORCELAIN |
[***] |
[***] |
814333025988 |
BLUR LIQUID MATTE FOUNDATION -
CREME |
[***] |
[***] |
814333025995 |
BLUR LIQUID MATTE FOUNDATION -
GOLDEN HONEY |
[***] |
[***] |
814333026510 |
BLUR LIQUID MATTE FOUNDATION -
BISQUE |
[***] |
[***] |
814333026527 |
BLUR LIQUID MATTE FOUNDATION -
CINNAMON |
[***] |
[***] |
814333026534 |
BLUR LIQUID MATTE FOUNDATION -
MOCHA |
[***] |
[***] |
814333026541 |
BLUR LIQUID MATTE FOUNDATION -
COCOA |
[***] |
[***] |
814333026558 |
BLUR LIQUID MATTE FOUNDATION -
ESPRESSO |
[***] |
[***] |
814333026473 |
BLUR STICK |
[***] |
[***] |
814333026190 |
COOLING WATER UNDEREYE PATCHES |
[***] |
[***] |
814333025353 |
FLEX CONCEALER - FAIR |
[***] |
[***] |
814333025360 |
FLEX CONCEALER - LIGHT |
[***] |
[***] |
814333025377 |
FLEX CONCEALER - LIGHT MEDIUM |
[***] |
[***] |
814333025384 |
FLEX CONCEALER - MEDIUM |
[***] |
[***] |
814333025391 |
FLEX CONCEALER - MEDIUM TAN |
[***] |
[***] |
814333025407 |
FLEX CONCEALER - TAN |
[***] |
[***] |
814333025414 |
FLEX CONCEALER - WARM DEEP |
[***] |
[***] |
814333025421 |
FLEX CONCEALER - DEEP |
[***] |
[***] |
814333026565 |
FLEX CONCEALER - PORCELAIN |
[***] |
[***] |
814333026572 |
FLEX CONCEALER - CREME |
[***] |
[***] |
814333026589 |
FLEX CONCEALER - VANILLA |
[***] |
[***] |
814333026084 |
FLEX CONCEALER - MEDIUM BEIGE |
[***] |
[***] |
814333026091 |
FLEX CONCEALER - CARAMEL |
[***] |
[***] |
814333026107 |
FLEX CONCEALER - CINNAMON |
[***] |
[***] |
814333026114 |
FLEX CONCEALER - COCOA |
[***] |
[***] |
814333026121 |
FLEX CONCEALER - ESPRESSO |
[***] |
[***] |
814333024219 |
FLEX FOUNDATION MEDIUM BEIGE |
[***] |
[***] |
814333024158 |
FLEX FOUNDATION LIGHT |
[***] |
[***] |
814333024202 |
FLEX FOUNDATION MEDIUM |
[***] |
[***] |
814333024233 |
FLEX FOUNDATION HONEY |
[***] |
[***] |
814333024172 |
FLEX FOUNDATION SAND |
[***] |
[***] |
814333024271 |
FLEX FOUNDATION CARAMEL |
[***] |
[***] |
814333024189 |
FLEX FOUNDATION LIGHT MEDIUM |
[***] |
[***] |
814333024141 |
FLEX FOUNDATION LIGHT BEIGE |
[***] |
[***] |
814333024295 |
FLEX FOUNDATION CINNAMON |
[***] |
[***] |
814333024264 |
FLEX FOUNDATION GOLDEN TAN |
[***] |
[***] |
814333024127 |
FLEX FOUNDATION BUFF |
[***] |
[***] |
814333024240 |
FLEX FOUNDATION MEDIUM TAN |
[***] |
[***] |
814333024226 |
FLEX FOUNDATION ALMOND |
[***] |
[***] |
814333024196 |
FLEX FOUNDATION CASHMERE |
[***] |
[***] |
814333024097 |
FLEX FOUNDATION CREME |
[***] |
[***] |
814333024165 |
FLEX FOUNDATION NUDE |
[***] |
[***] |
814333024073 |
FLEX FOUNDATION PORCELAIN |
[***] |
[***] |
814333024332 |
FLEX FOUNDATION DEEP |
[***] |
[***] |
814333024110 |
FLEX FOUNDATION SHELL |
[***] |
[***] |
814333024301 |
FLEX FOUNDATION TAN |
[***] |
[***] |
814333024103 |
FLEX FOUNDATION FAIR |
[***] |
[***] |
814333024257 |
FLEX FOUNDATION AMBER |
[***] |
[***] |
814333024325 |
FLEX FOUNDATION HAZELNUT |
[***] |
[***] |
814333024134 |
FLEX FOUNDATION VANILLA |
[***] |
[***] |
814333024080 |
FLEX FOUNDATION SNOW |
[***] |
[***] |
814333024318 |
FLEX FOUNDATION WARM DEEP |
[***] |
[***] |
814333024349 |
FLEX FOUNDATION RICH |
[***] |
[***] |
814333024288 |
FLEX FOUNDATION MAPLE |
[***] |
[***] |
814333024363 |
FLEX FOUNDATION ESPRESSO |
[***] |
[***] |
814333024356 |
FLEX FOUNDATION COCOA |
[***] |
[***] |
814333025018 |
FLEX FOUNDATION LIGHT SAND |
[***] |
[***] |
814333025025 |
FLEX FOUNDATION GOLDEN NUDE |
[***] |
[***] |
814333025032 |
FLEX FOUNDATION GOLDEN SAND |
[***] |
[***] |
814333025049 |
FLEX FOUNDATION GOLDEN HONEY |
[***] |
[***] |
814333025056 |
FLEX FOUNDATION PRALINE |
[***] |
[***] |
814333025063 |
FLEX FOUNDATION GOLDEN DEEP |
[***] |
[***] |
814333024486 |
FLEX HIGHLIGHTER LIT |
[***] |
[***] |
814333024493 |
FLEX HIGHLIGHTER ICED |
[***] |
[***] |
814333024509 |
FLEX HIGHLIGHTER BLITZED |
[***] |
[***] |
814333024516 |
FLEX HIGHLIGHTER GLAZED |
[***] |
[***] |
814333025124 |
GEL BROW-PILSNER |
[***] |
[***] |
814333025131 |
GEL BROW-DARK BREW |
[***] |
[***] |
814333025117 |
GEL BROW-PALE ALE |
[***] |
[***] |
814333024905 |
GLOW OIL GLIMMER |
[***] |
[***] |
814333024912 |
GLOW OIL FLARE |
[***] |
[***] |
814333024929 |
GLOW OIL HALO |
[***] |
[***] |
814333024936 |
GLOW OIL ASTRO |
[***] |
[***] |
814333025087 |
GLOW OIL SOLAR |
[***] |
[***] |
814333025186 |
HIGHLIGHTER-LIT |
[***] |
[***] |
814333025315 |
HOLOGRAPHIC STICK - SUPERNOVA |
[***] |
[***] |
814333025674 |
HOLOGRAPHIC STICK - STARDUST |
[***] |
[***] |
814333025438 |
HOLOGRAPHIC STICK - MARS |
[***] |
[***] |
814333025902 |
KUSH BROW HYDRO |
[***] |
[***] |
814333025919 |
KUSH BROW HAZE |
[***] |
[***] |
814333025926 |
KUSH BROW DUTCH |
[***] |
[***] |
814333025933 |
KUSH BROW GRIND |
[***] |
[***] |
814333026411 |
KUSH BROW HERB |
[***] |
[***] |
814333026398 |
KUSH BROW MJ |
[***] |
[***] |
814333026428 |
KUSH BROW DIESEL |
[***] |
[***] |
814333026435 |
KUSH BROW CYPHER |
[***] |
[***] |
814333026404 |
KUSH BROW DUB |
[***] |
[***] |
814333026183 |
KUSH LIP BALM GREEN DRAGON |
[***] |
[***] |
814333026329 |
KUSH LIP BALM BUBBLE |
[***] |
[***] |
814333026312 |
KUSH LIP BALM NUG |
[***] |
[***] |
814333026336 |
KUSH LIP BALM CANNATONIC |
[***] |
[***] |
814333026343 |
KUSH LIP BALM PLUSHBERRY |
[***] |
[***] |
814333026176 |
KUSH LIP GLAZE CHRONIC |
[***] |
[***] |
814333025148 |
LIP & CHEEK-PERK |
[***] |
[***] |
814333025155 |
LIP & CHEEK-RALLY |
[***] |
[***] |
814333025179 |
LIP & CHEEK-QUICKIE |
[***] |
[***] |
814333025162 |
LIP & CHEEK-SWISH |
[***] |
[***] |
814333025773 |
LIP & CHEEK - WERK |
[***] |
[***] |
814333026251 |
LIP COLOR WIFEY |
[***] |
[***] |
814333026213 |
LIP COLOR SKILLZ |
[***] |
[***] |
814333026244 |
LIP COLOR DEUCES |
[***] |
[***] |
814333026268 |
LIP COLOR HYPE |
[***] |
[***] |
814333026220 |
LIP COLOR C.R.E.A.M. |
[***] |
[***] |
814333026237 |
LIP COLOR LOW KEY |
[***] |
[***] |
814333026275 |
LIP COLOR NAME DROP |
[***] |
[***] |
814333026282 |
LIP COLOR O.G. RED |
[***] |
[***] |
814333026305 |
LIP COLOR WAVY |
[***] |
[***] |
814333026299 |
LIP COLOR NEW WHIP |
[***] |
[***] |
814333025841 |
LONGWEAR GEL EYELINER BOSS |
[***] |
[***] |
814333025858 |
LONGWEAR GEL EYELINER CEO |
[***] |
[***] |
814333025865 |
LONGWEAR GEL EYELINER BONUS |
[***] |
[***] |
814333025872 |
LONGWEAR GEL EYELINER BIZ |
[***] |
[***] |
814333025889 |
LONGWEAR GEL EYELINER PTO |
[***] |
[***] |
814333025896 |
LONGWEAR GEL EYELINER BCC |
[***] |
[***] |
814333025650 |
LUMINOUS BLUR STICK |
[***] |
[***] |
814333025452 |
MATCHA CLEANSER |
[***] |
[***] |
814333026152 |
MATCHA DETOXIFYING
FACE MASK |
[***] |
[***] |
814333025445 |
MATCHA TONER |
[***] |
[***] |
814333025193 |
MATTE BRONZER-BAKED |
[***] |
[***] |
814333025346 |
MATTE BRONZER - BLAZE |
[***] |
[***] |
814333025834 |
MINI BLUR STICK |
[***] |
[***] |
814333025810 |
MINI HOLOGRAPHIC STICK SUPERNOVA |
[***] |
[***] |
814333025827 |
MINI HOLOGRAPHIC STICK MARS |
[***] |
[***] |
814333025698 |
MINI HOLOGRAPHIC STICK STARDUST |
[***] |
[***] |
814333025742 |
MINI KUSH MASCARA |
[***] |
[***] |
814333026480 |
MINI MATCHA TONER |
[***] |
[***] |
814333025322 |
TATTOO STAMP -BLACK HEART |
[***] |
[***] |
814333025339 |
TATTOO STAMP -BLACK STAR |
[***] |
[***] |
814333025797 |
TATTOO STAMP MOON |
[***] |
[***] |
814333025803 |
TATTOO STAMP X |
[***] |
[***] |
814333023021 |
TATTOO STAMP - LIGHTENING BOLT |
[***] |
[***] |
814333023014 |
TATTOO STAMP - DOLLAR SIGN |
[***] |
[***] |
814333026169 |
WATERMELON BRIGHTENING FACE MASK |
[***] |
[***] |
814333026770 |
TATTOO STAMP - WEED LEAF |
[***] |
[***] |
814333026787 |
MELATONIN SERUM STICK |
[***] |
[***] |
814333026794 |
VEGAN MILK MOISTURIZER |
[***] |
[***] |
814333027371 |
MELATONIN OVERNIGHT LIP MASK |
[***] |
[***] |
814333028101 |
HYDRO GRIP MAKEUP SETTING SPRAY |
[***] |
[***] |
814333027296 |
FLEX CONCEALER - BUFF |
[***] |
[***] |
814333027302 |
FLEX CONCEALER - LIGHT SAND |
[***] |
[***] |
814333027319 |
FLEX CONCEALER - GOLDEN NUDE |
[***] |
[***] |
814333027326 |
FLEX CONCEALER - GOLDEN SAND |
[***] |
[***] |
814333027333 |
FLEX CONCEALER - GOLDEN HONEY |
[***] |
[***] |
814333027340 |
FLEX CONCEALER - GOLDEN TAN |
[***] |
[***] |
814333027357 |
FLEX CONCEALER - GOLDEN DEEP |
[***] |
[***] |
814333027364 |
FLEX CONCEALER - RICH |
[***] |
[***] |
814333027517 |
COLOR CHALK - SKATEBOARD |
[***] |
[***] |
814333027524 |
COLOR CHALK - TRAMPOLINE |
[***] |
[***] |
814333027531 |
COLOR CHALK - FREEZE |
[***] |
[***] |
814333027548 |
COLOR CHALK - TAG |
[***] |
[***] |
814333027555 |
COLOR CHALK - HOPSCOTCH |
[***] |
[***] |
814333027562 |
COLOR CHALK - KICKBALL |
[***] |
[***] |
814333027579 |
COLOR CHALK - JUMP |
[***] |
[***] |
814333027586 |
COLOR CHALK - DOUBLE DUTCH |
[***] |
[***] |
814333027593 |
COLOR CHALK - GREEN LIGHT |
[***] |
[***] |
814333027609 |
COLOR CHALK - YO-YO |
[***] |
[***] |
814333027616 |
COLOR CHALK - HULA HOOP |
[***] |
[***] |
814333027623 |
COLOR CHALK - DODGEBALL |
[***] |
[***] |
814333027630 |
COLOR CHALK - SKIP IT |
[***] |
[***] |
814333027647 |
COLOR CHALK - BOUNCE |
[***] |
[***] |
814333027487 |
KUSH LIP GLAZE - NOVA |
[***] |
[***] |
814333027494 |
KUSH LIP GLAZE - ROSE BUD |
[***] |
[***] |
814333027678 |
KUSH TRIPLE BROW PEN - HAZE |
[***] |
[***] |
814333027685 |
KUSH TRIPLE BROW PEN - MJ |
[***] |
[***] |
814333027692 |
KUSH TRIPLE BROW PEN - DUB |
[***] |
[***] |
814333027708 |
KUSH TRIPLE BROW PEN - HERB |
[***] |
[***] |
814333027715 |
KUSH TRIPLE BROW PEN - DUTCH |
[***] |
[***] |
814333027722 |
KUSH TRIPLE BROW PEN - GRIND |
[***] |
[***] |
814333027739 |
KUSH TRIPLE BROW PEN - CYPHER |
[***] |
[***] |
814333027746 |
KUSH TRIPLE BROW PEN - DIESEL |
[***] |
[***] |
814333027920 |
ELECTRIC GLOSSY LIP PLUMPER -
CLEAR |
[***] |
[***] |
814333027937 |
ELECTRIC GLOSSY LIP PLUMPER -
NUDE |
[***] |
[***] |
814333027944 |
ELECTRIC GLOSSY LIP PLUMPER -
ROSY MAUVE |
[***] |
[***] |
814333027951 |
ELECTRIC GLOSSY LIP PLUMPER -
CORAL |
[***] |
[***] |
814333027968 |
ELECTRIC GLOSSY LIP PLUMPER -
WARM PINK |
[***] |
[***] |
814333027975 |
ELECTRIC GLOSSY LIP PLUMPER -
PLUM/BERRY |
[***] |
[***] |
814333028279 |
MINI HYDRO GRIP MAKEUP SETTING
SPRAY |
[***] |
[***] |
814333027760 |
MINI VEGAN MILK CLEANSER |
[***] |
[***] |
814333028118 |
SUNSHINE SKIN TINT SPF 30 - FAIR
- INTL |
[***] |
[***] |
814333028125 |
SUNSHINE SKIN TINT SPF 30 - LIGHT
- INTL |
[***] |
[***] |
814333028132 |
SUNSHINE SKIN TINT SPF 30 - LIGHT
MEDIUM - INTL |
[***] |
[***] |
814333028149 |
SUNSHINE SKIN TINT SPF 30 - SAND
- INTL |
[***] |
[***] |
814333028156 |
SUNSHINE SKIN TINT SPF 30 -
MEDIUM - INTL |
[***] |
[***] |
814333028163 |
SUNSHINE SKIN TINT SPF 30 - HONEY
- INTL |
[***] |
[***] |
814333028170 |
SUNSHINE SKIN TINT SPF 30 -
GOLDEN HONEY - INTL |
[***] |
[***] |
814333028187 |
SUNSHINE SKIN TINT SPF 30 -
MEDIUM TAN - INTL |
[***] |
[***] |
814333028194 |
SUNSHINE SKIN TINT SPF 30 -
CARAMEL - INTL |
[***] |
[***] |
814333028200 |
SUNSHINE SKIN TINT SPF 30 -
CINNAMON - INTL |
[***] |
[***] |
814333028217 |
SUNSHINE SKIN TINT SPF 30 - TAN -
INTL |
[***] |
[***] |
814333028224 |
SUNSHINE SKIN TINT SPF 30 - DEEP
- INTL |
[***] |
[***] |
814333028231 |
SUNSHINE SKIN TINT SPF 30 -
HAZELNUT - INTL |
[***] |
[***] |
814333028248 |
SUNSHINE SKIN TINT SPF 30 - MOCHA
- INTL |
[***] |
[***] |
APPENDIX – CUSTOMS [FCA INCOTERM]
The purpose of the present appendix is to define the obligations of
each Party with regard to deliveries of Products from outside the European Union into the European Union.
Incoterms reflect roles and transfer of risks between the Supplier
and SEPHORA. Incoterms mentioned in this letter are those established by the International Chamber of Commerce – 2010 version.
The Incoterms are negotiated by the Parties.
Unless otherwise agreed upon between the Parties in writing, the
Incoterm that applies to this letter is FCA (Free Carrier). The place must be specified on the order (Santa Cristina, Italy, France, Saran or any other warehouse specified on the delivery note) in accordance with the incoterm definition.
In accordance with the Incoterms definition, the transfer of risks
shall occur upon receipt of the Products by the carrier appointed by SEPHORA, knowing that the export Customs clearance in the country of departure is performed by the Supplier.
The place which gives its meaning to the incoterm shall be specified
on the delivery note.
In accordance with FCA incoterm, import Customs formalities in the
country of arrival are performed by SEPHORA.
For the purpose of the import Customs clearance in the country of
arrival, the Supplier undertakes to provide SEPHORA, at the earliest after Customs clearance at the time of export, by email, to the following email address bmerlin@sephora.fr, for each delivery with the following documents:
|
■ |
in duplicate, a delivery note containing enough details about delivered Products for SEPHORA’s Customs agent to determine Customs value of
the Products such as: |
|
○ |
Incoterm, |
|
|
|
|
○ |
total value, |
|
|
|
|
○ |
total weight, etc. |
|
■ |
the invoices specifying: |
|
○ |
reference of the Product, |
|
|
|
|
○ |
country of origin, |
|
|
|
|
○ |
tariff heading (HS code 6 digits), |
|
|
|
|
○ |
if the Supplier is an approved exporter, the mention of the Product’s preferential origin if applicable, |
|
■ |
certificate of preferential origin if the origin is not specified on the invoice (FORM A, EUR 1, EURMED or any other relevant document), |
|
|
|
|
■ |
the transport documentation (Air Way Bill, Bill of Lading etc.) and insurance documentation, |
|
|
|
|
■ |
when applicable, a certificate specifying that the Products contain volatile organic compounds and the percent of it, |
|
|
|
|
■ |
a certificate specifying if the Products are subject to the Convention on International Trade of Endangered Species, |
|
|
|
|
■ |
a certificate specifying if the Products contain a surfactant substance. |
The Supplier shall be liable for any financial consequences caused
by the late communication of all relevant information and documents required to perform the import Customs clearance.
If the Products are delivered with free samples, the quantity and
value of the free samples shall be clearly indicated on the invoice or any other relevant document in order to be identified at the time of Customs clearance.
If the Supplier only delivers free samples to SEPHORA, pro forma
invoices shall be provided and accompany the shipment.
For Customs value purposes, any discounts granted by the Supplier to
SEPHORA shall be clearly specified on the invoice, based on contractual provisions and mentioned at the time of Customs clearance.
SEPHORA may request any additional documents such as technical data
sheets of the Products, reports of laboratory tests and any other relevant documents that may be requested by Customs authorities in case of audit.
The Supplier undertakes to save the documents used for Customs
purposes, for a period of five (5) years.
This provision shall apply only if the Supplier performs and is
liable for a part of the shipment of the delivered Products.
Products shall be shipped with the delivery note containing all
information and documents listed in clause 3.
The Supplier shall inform SEPHORA of any delays or Customs audit
occurring during the shipment of the Products.
The Supplier informs SEPHORA of the alleged date of arrival of the
Products at the agreed place. If the Products are shipped by sea, the supplier undertakes to inform SEPHORA about the date of arrival 10 days before the alleged date.
The Supplier undertakes to request from its carrier to comply with
requirements involved by ICS (Import Control System). The Supplier shall be liable for all financial consequences of any damage caused by the late communication of the Entry Summary Declaration (ENS) to Customs authorities.
The Supplier shall quote the HS code (6 digits) of the Products on
his invoices.
If the HS code (6 digits) appears to be wrong, the Supplier shall
bear the difference of Customs duties which becomes due.
When applicable, the Supplier agrees to certify preferential origin
of the Products and to establish the relevant document (i.e. EUR.1, ATR, FORM A,1).
The Supplier undertakes, when he is an approved exporter, to specify
the preferential origin of the Products on the invoice.
When applicable, the Supplier declares that the Products covered by
this letter are eligible for preferential origin under:
1 Or ATR Certificate in case of flow with Turkey
|
■ |
Additional protocol of the Free Trade Agreement ratified with the European Union with regards to the definition of “originating products”, |
|
■ |
Generalized System of Preference. |
The reference of the additional protocol and the relevant Free Trade
Agreement shall be specified. Evidence of this preferential origin must be presented at the time of Customs clearance.
All documents provided by the applicable regulation shall be
communicated, if necessary, such as Costs Break Down and the invoice.
Evidence of preferential origin must be provided by the Supplier to
SEPHORA and/or Customs authorities, at their first request.
The Supplier shall also provide SEPHORA, within seven (7) days from
its request, a long-term supplier’s declaration attesting of the Products’ preferential origin. This declaration shall be renewed every year.
The Supplier shall be liable if Customs authorities reject the
declared preferential origin of the Products. The Supplier shall reimburse SEPHORA, upon first request, and upon justification, of duties, taxes, penalties and related costs that SEPHORA had to pay in this regard.
7. |
NON PREFERENTIAL ORIGIN |
The Supplier undertakes to provide SEPHORA, upon formal request of
SEPHORA and/or Customs authorities, with a non-preferential certificate of origin.
The Supplier undertakes to provide, upon request of SEPHORA or/and
Customs authorities, with any additional proof in order to justify the origin of the Products.
If the Products are subject to origin-marking, this latter shall
comply with the non-preferential rules of origin provided by the World Customs Organization, the European Union and French authorities.
If any antidumping duties shall apply, the Supplier undertakes to
inform SEPHORA at the earliest.
8.1 |
Customs audits at the time of export in the country of departure |
The Supplier undertakes to inform SEPHORA without delay of any
Customs audit carried out by the Customs authorities of the country of export, inform SEPHORA about the alleged time of delivery of the concerned Products and provide SEPHORA with a duplicate of any relevant document related to the audit.
8.2 |
Customs audits at the time of import in the country of arrival |
SEPHORA undertakes to inform the Supplier of any Customs audit
carried out by the Customs authorities of the country of import.
The Supplier undertakes to provide SEPHORA, upon first request, of
any information and/or documents related to the concerned Products and the Customs clearance operations performed.
In case of Customs audit related to the preferential origin of the
Products, the Supplier undertakes to provide SEPHORA with the updated “Cost Break Down” regarding the controlled Products within seven (7) days from the request.
SEPHORA undertakes to inform the Supplier of the audit at the
earliest.
SEPHORA shall not accept Customs authorities’ position and the
payment of Customs duties and penalties without first informing the Supplier and being informed of this latter’s position.
APPENDIX
ANNUAL COST OF QUALITY
QUALITY APPENDIX MILK
2021 |
1) Social audit
Name and address of the factory |
Cost |
NA |
NA |
2) Controls of the products
Costs (microbiological tests) = [***]
TOTAL COSTS 2021 [***]
If your brand has been launched in the Sephora Europe network before
2021, an invoice will be issued by Sephora at the end of March 2021 to charge you of 50% of the total costs mentioned above in the Appendix. A second invoice will be sent to you at the end of October 2021 in order to invoice you for the remaining
50%.
If your brand is launched in the Sephora Europe network in 2021, you
will be invoiced with 100% of the cost, following the placing of the first order.
|
|
|
Steve NGUYEN
|
|
For the Supplier |
|
|
|
[Name, title of the person in charge], |
|
CFO |
|
Date : |
|
|
|
|
Signature: |
|
26 February 2021 | 07:28:43 PST |
|
|
|
|
|
|
|
|
APPENDIX
SPECIFICATIONS AND FEE SCHEDULE MATERIALS POS 2021
Aluminium Display
Endcap:
Linear Column
APPENDIX
GUARANTEES / MANDATES
- The Supplier is responsible for any proposed promotional event
developed by it (including games/contests organized by it).
The Supplier represents and warrants to SEPHORA that its promotional
events, as well as all the communication materials relating thereto, comply with all applicable regulations (including but not limited to regulations relating to advertising, competition, sales promotions, intellectual property, use of the local
language and personal data collection and protection), and that such promotional events do not breach any third-party rights. Accordingly, the Supplier is responsible for the legal validation of any promotional events and/or promotional offers
proposed to SEPHORA and organized in SEPHORA stores, as well as for all the content it provides to SEPHORA for the promotion of the Products.
- Thus, the Supplier shall indemnify and hold SEPHORA harmless from
and against any disorder, litigation, claim, legal action or loss of right which may be brought or asserted against it (due to the use of the communications, promotional resources, press advertisements, etc.) and any sanctions which might be
imposed on SEPHORA in connection therewith.
This guarantee shall apply, in particular, to the use of
photographs, texts, contest/games rules, graphic materials and claims based on documents transmitted by the Supplier.
- In its capacity as principal, the Supplier may decide to entrust
SEPHORA, acting as agent and which remains free to accept it, with the task of presenting, in the name and on behalf of the Supplier, promotional offers to consumers in some SEPHORA points of sale. Such promotional offers may, in particular,
involve delivering, in the name and on behalf of the Supplier, a product offered to consumers that qualifies for the relevant offer. For each of the promotional offers thus organized, the Supplier and SEPHORA shall formalize and execute a
mandate.
APPENDIX
MASTER DATA ARTICLES
In order to enable SEPHORA, on the one hand, to ensure the security
of its warehouses and, on the other hand, to be able to meet its logistical and environmental obligations in accordance with the regulations in force, the Supplier undertakes to send to SEPHORA the following information for each item of its
catalogue referenced at SEPHORA, without delay after the signature of the present and each time it is updated:
- VOC - Volatile Organic Compound.
- Customs nomenclature or HS code
Language composed of eight to ten digits.
Each nomenclature indicates the applicable duties and taxes as well
as the documentary specificities.
- Origin or Made in
The origin of a product, written on the packaging.
Data used to determine the applicable duties and taxes.
- UN Product Code
Mandatory logistic data to determine the storage and transport
requirements for the Products.
- Material Safety Data Sheet (MSDS or MSDS)
Data sheet to be systematically provided by the brand for hazardous
products containing data on the properties of a chemical substance concerning risks and hazards.
Safety data sheets for non-hazardous products may be requested from
time to time. The Safety Data Sheet also includes the UN code.
- Weight
- Volume
APPENDIX
RISK PREVENTION AND SAFETY PLAN
APPLICABLE TO SALES REPRESENTATIVES
CONCERNED TERRITORY: FRANCE
CHARTER
“RISK PREVENTION AND SAFETY PLAN APPLICABLE TO SALES
REPRESENTATIVES
Human Resources Department –
The activities carried out by Supplier’s Representatives are similar
to those performed by SEPHORA Sale Consultants. Therefore, the Supplier’s Representatives’ employers acknowledge that the presence of such Supplier’s Representatives in the stores does not trigger specific risks, distinct from those identified
with respect to Sephora’s employees and for which a whole set of measures relating to risk control and safety was already defined.
In accordance with Article R.4512-5 of the French Employment Code,
SEPHORA Management transmitted to the Supplier’s Representatives’ employers all information necessary as regards risk control (cf. Appendix “General Terms and Conditions for Representatives”).
Only enterprises that benefit from an agreement entered into in
compliance with the provisions of law are authorized to make their employees work in evenings or on Sundays. The presence of Representatives in evenings or on Sundays in SEPHORA stores therefore requires the signature of an agreement by the
Supplier or the service provider company used by the Supplier.
* * * * *
Sephora Management shall be responsible for the health and safety of
the premises of SEPHORA (hereafter referred to as the “Company”) where the Supplier’s Representatives are to carry out their mission.
Accordingly, the Company shall implement, and ensure compliance
with, any laws and regulations to be applied due to the characteristics of its business and organization. The Management shall disclose the provisions of applicable regulations by any appropriate means.
In addition, due to its general safety obligation and failing any
relevant regulation, the Management must take all appropriate and independent measures requested by the specific characteristics of the business or organization of the Company. In this respect, special and occasional measures may be disclosed by
means of internal memoranda.
Risk assessment and relevant specific prevention measures
The Supplier’s Representatives must get acquainted with the document
named “Document Unique d’Evaluation des Risques” applicable to the store in which they operate, in order to be familiar with the identified hazards to which they may be exposed, as well as the existing prevention measures and remaining
risks.
Store safety rules
All the rules relating to safety, including the provisions of the
rules of procedure related to the health and safety internal policy, are posted in the store. Such rules relating to health and safety are binding upon any Supplier’s Representatives who must strictly abide thereby.
In accordance with the instructions given by his/her employer and
the rules applicable to the store, each Supplier’s Representative shall be responsible for ensuring his/her own safety and health, as well as the safety and health of any other persons concerned due to his/her actions in connection with his/her
work.
Health rules
Personal effects
The Supplier’s Representatives determine with the Store Manager the
place where their personal effects shall be safely stored.
Meals
Meals may not be eaten outside the designated space.
It is also forbidden to introduce, distribute or drink alcohol in
the work place, unless prior authorized by the Management.
In addition, it is strictly forbidden to introduce, distribute or
use any drugs whose use is prohibited by law in the work place.
It is forbidden to enter the premises or remain therein while under
the influence of alcohol or drugs.
Application of rules, measures and policies relating to health
and safety
Before taking any other action, the Supplier’s Representatives must
report to the Manager of the Store in which they are to carry out their mission, so that such Manager may ensure that they are perfectly aware of the rules, measures and policies applicable in connection with health and safety issues.
APPENDIX
GENERAL TERMS AND CONDITIONS FOR REPRESENTATIVES
AGREED BY SEPHORA AND THE SUPPLIER
CONCERNED TERRITORY: FRANCE
|
I/ |
Conditions precedent to the provision of sales representatives |
|
A. |
Regular employment of the representatives |
The Supplier declares that the representatives it engages to work at
SEPHORA stores do so under the Supplier’s direct authority, or that of a third party company it has specially engaged for this purpose, and that they are employed in a legal and regular manner with regard to applicable regulations, notably
relating to sub-contracting, if applicable.
The Supplier undertakes to engage its representatives to work during
evenings or Sundays at SEPHORA stores in compliance with applicable regulations. The Supplier therefore confirms:
|
■ |
That it applies agreements covering work in the evenings or on Sundays duly concluded in accordance with statutory provisions, or |
|
■ |
In the event of personnel being provided by a third party, that it has verified prior to the scheduling of any work that such agreements
have been applied by the third-party company in question. |
In the event of failing to comply with the aforementioned conditions precedent, the Supplier shall indemnify SEPHORA against any consequences it may
encounter, notably on occurrence of any event contrary to regulations that is not directly attributable to SEPHORA.
|
B. |
Scheduling of promotions and representatives |
SEPHORA requires the Supplier to incorporate its promotional
requirements within the Synchroteam system at least ten (10) weeks prior to the beginning of the month in question. Beyond this deadline, SEPHORA cannot guarantee validation of said requirements nor the availability of sufficient
stock.
Similarly, the Offre France department of SEPHORA undertakes to
validate promotions seven (7) weeks at the latest prior to the beginning of the month in question.
The Supplier undertakes to conduct all scheduling in accordance with
the following:
|
■ |
As required for internal organization purposes relating to the promotion, the supplier shall enter only the following information into the
system; the surname and first name of the representative, their break duration(s) and the working hours of the day’s campaign. For security reasons, it is specified that only representatives scheduled by name may enter SEPHORA stores for
the purposes of performing their engagement. |
|
■ |
The Supplier shall schedule just one representative per SEPHORA store. |
|
■ |
The Supplier shall schedule working times that are consistent with the commercial activity and, notably, the customer flows of the store in
question (station stores, seaside stores, etc.) after having contacted the Offre France department of SEPHORA for advice, if required. |
|
|
Regarding the Sephora store on the Champs-Elysées: for organizational purposes given the specific nature of the store, notably the store
size and the number of representatives present, SEPHORA and the Supplier shall agree specific working times. The Offre France department of SEPHORA regularly reviews the working hours to ensure that they remain consistent with the store’s
business activity. |
|
■ |
In the event of an initially scheduled representative or their replacement being delayed or unexpectedly unavailable, for reasons relating
to logistics and internal centralisation of data the Supplier undertakes to enter any difficulty into the Synchroteam system and to directly notify the Offre France department of SEPHORA (and not the store scheduled to host the promotion)
as soon as said delay or absence of the representative or their replacement becomes known. |
|
C. |
Representatives provided |
The Supplier undertakes to provide SEPHORA stores with
representatives meeting all of the following criteria:
1/ They shall solely benefit from the status of employee
(excluding head office personnel, apart from employees meeting criteria 2/ and 3/ below.
2/ They shall have a profile that is consistent with the
promotional and sales mission in question (expertise, notably in basic sales techniques).
3/ They shall have received prior training in the Supplier’s
products.
In the event of the representative having had prior employment with
SEPHORA as a representative, the Supplier undertakes to acquire a reference from the Offre France department of SEPHORA in order to verify compatibility with the undertakings defined by the Parties within the specifications.
|
D. |
Prior notification of safety rules |
The supplier has received prior notification of the safety and risk
prevention measures applicable to everyone working at SEPHORA stores (see appendix, Representative Safety and Risk Prevention Plan) and undertakes to make representatives aware of said measures prior to any mission.
|
E. |
Provision of equipment required for promotional purposes |
The Supplier undertakes that the representatives will have available
the following equipment required for the assignment in question prior to their arrival at the store:
|
■ |
The Supplier’s uniform, previously approved by the Offre France department of SEPHORA, which is mandatory unless agreed otherwise by said department at least five (5)
weeks prior to the beginning of the month in question. |
The representative’s footwear shall also conform
with the SEPHORA image and concept: black leather footwear, closed front and back, without adornment and maintained in perfect condition. Heels are acceptable if also comfortable (minimum width 2cm) and of reasonable height (1cm minimum – 4cm
maximum). Stilettos are prohibited for safety reasons. Flat shoes and ankle boots are acceptable if they meet the aforementioned conditions. Training shoes, platform shoes and wooden heels or soles are prohibited.
|
■ |
A badge stating the Supplier’s name, for security reasons. |
|
■ |
A promotional kit constituted as specified by the Offre France department of SEPHORA. |
|
F. |
Communication of the contact details of the Supplier’s representative responsible for sales representatives |
The supplier undertakes to forward to the Offre France department of
SEPHORA the contact details of the person responsible for the representatives provided to SEPHORA stores and to notify said department of any changes.
|
II/ |
Terms of performance of the promotional assignment |
For organizational, safety, confidentiality and/or strategic
reasons, the Supplier undertakes to ensure that the representatives it assigns comply with the terms of performance of promotional assignments agreed by the Parties, as set out below. This shall apply to each day of any promotional assignment.
|
A. |
Arrival of the representative and material organization of the promotional assignment |
The Supplier shall ensure that, on arrival at the store, the
representative presents themself to the store manager and provides the following information:
|
■ |
A list of the equipment in their possession required for performance of the assignment, as specified in I. E above. |
|
■ |
Their precise schedule for the day, including their working hours and breaks. |
|
■ |
A list of the personal cosmetics in their possession (six (6) maximum) to enable them to be labelled and identified as such. |
|
■ |
The samples in their possession required for performance of their assignment, which they undertake on notification to put away and retain in the drawer of their
display. |
The Supplier also undertakes to ensure that the assigned
representative has produced an inventory of their requirements (quantity of products and testers) for the entire day of the assignment in question within forty-five (45) minutes of their scheduled arrival time.
The SEPHORA store on the Champs-Elysées has its own Operations
Department that takes store inventory and is therefore not subject to this provision.
|
B. |
Performance of the promotional assignment |
|
1. |
Access to the premises |
The Supplier shall ensure that its representatives are aware that
they may access the following areas of the store: the sales floor, cloakrooms, toilets and break room.
The Supplier shall ensure, however, that assigned representatives do
not access the storeroom of the management offices of the store and should contact the store manager or their contact person should they have any questions or encounter any difficulty.
|
2. |
Sales representative information sessions |
The Supplier shall ensure that any representative assigned to a
store that conducts specific “representative information sessions” on Saturdays actually attends such sessions. The purpose of the session is to welcome the assigned representative and to provide any information they might require for the
successful performance of their assignment.
A list of the Sephora stores conducting such information sessions is
forwarded to the Supplier by the Offre France department of SEPHORA. The latter undertakes to notify the supplier should said list be modified.
|
3. |
Maintaining the brand display stand and position |
The Supplier, is responsible for maintaining the quality of the
brand display stand and for ensuring that the assigned representative manages the display in accordance with the following:
|
- |
The existing merchandising of the display must be maintained (no modifications must be made); |
|
- |
Arrange and maintain the quality of the display such that it remains clean (notably throwing away disposable accessories, cotton wool, etc.). |
Furthermore, the Supplier authorizes the store manager or the
representative contact person to advise the assigned representative regarding the position on the sales floor.
|
4. |
General presentation, behavior, customer service and approach |
For each day of the promotional assignment, the Supplier undertakes
to ensure that the representative adopts a general presentation and conduct that comply with the undertakings agreed by the Parties, and delivers a rate of customer service and approach that is both professional and compliant with effective
selling, in accordance with the rules and principles set out below.
The supplier undertakes to ensure that the representative complies
with the following presentation rules, defined in accordance with the SEPHORA image and concept:
Hairstyling: Hair shall always be clean and tidy, with style
maintained. The face and back of the neck shall be free of hair, and long hair (touching the shoulders or longer) shall be pulled up and fixed in place (ponytail, pigtail or bun). Black accessories acceptable. For men, any beard shall be clean
and regularly maintained.
Makeup: Makeup must be fully applied before taking up post,
namely foundation, eyeliner, eye shadow, lipstick and lip contour. Nails shall be neat and well cared for.
Accessories: Necklaces are permitted if they are covered by
the T-shirt. Rings and bracelets are not recommended for safety reasons, but are acceptable if they are small and understated. Discrete and minimalist earrings are permitted. Drop earrings are prohibited for safety reasons.
|
b. |
Behavior, customer service and approach |
The Supplier undertakes to make every effort to ensure that the
representative performs their promotional assignment in compliance with the terms of the Single Convention. The supplier shall notably ensure that the representative adopts behavior that complies with the legitimate expectations of SEPHORA
regarding in-store personnel (both internal and external staff) and maintains absolute discretion regarding any information of which they become aware concerning the activities of SEPHORA during the course of their assignment.
Furthermore, the Supplier shall ensure that the assigned
representative always acts in a polite, friendly and responsive manner towards customers (in particular, no idle chatter or inappropriate behavior towards customers, employees or the staff of other brands).
|
5. |
Turnover achieved by the Supplier |
The Supplier asks SEPHORA to notify total turnover in value achieved
by the assigned representative on two (2) occasions per day of the promotional assignment.
|
III/ |
Consequences of breach of specifications |
Should the service delivered be non-compliant with regard to these
specifications, SEPHORA shall ensure that the store manager notifies the Supplier’s representative responsible for sales representatives, whose contact details must be forwarded in advance to the Offre France department of SEPHORA (see I.F
above).
Should any representative commit a breach of their professional
obligations, notably in terms of II. B above (Performance of the promotional assignment), duly noted on three (3) separate days of the promotional assignment, successive or otherwise, and where each occurrence is notified by the store manager to
the Supplier via e-mail on the same day (with a copy to the regional HR Manager), the Supplier undertakes to replace said representative within a maximum period of two (2) weeks and to no longer schedule the representative in question to work at
SEPHORA stores.
It is agreed by the Parties that, within eight (8) business days,
the Supplier may request a review meeting with the store manager and the representative in question after notification of the 2nd breach in order to discuss the observed failings and to seek a solution.
In the event of any such review meeting being requested, and
awaiting its implementation, SEPHORA undertakes not to issue any 3rd notification of breach.
Any period of six (6) consecutive months not giving rise to a
further notification of breach shall nullify the previous notifications, such that the total of three (3) promotional assignment days giving rise to a notification of breach shall be reset to zero (0).
Regardless of the circumstances, on occurrence of a serious
confirmed breach by a representative regarding their professional obligation, notably those resulting from II. B above (Performance of the promotional assignment), such as, but not being limited to, insulting or violent conduct towards any
personnel operating in the store, direct or indirect participation in misappropriation of products or confirmed non-compliance with safety procedures, duly observed and notified to the Supplier via e-amil on the day of occurrence (with a copy to
the regional HR Manager), the Supplier undertakes to immediately suspend the activities of the representative in question and to provide a replacement without undue delay.