Common use of Testers Clause in Contracts

Testers. 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. 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. 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.