General Conditions of Sale

Preamble

These general conditions of sale (hereafter the “General Conditions”) apply to all purchases made by an internet user / natural person (hereafter the “CLIENT”) on the website (hereafter the “WEBSITE”) / from APIMAB LABORATOIRES SAS, registered in the trade and companies register of Montpelier under number 353 242 886, with registered office at Avenue du lac 34800 Clermont l’Hérault, France Telephone: 33 (0)4.67.96.38.14, email: [email protected] (hereafter the “SELLER”). Propolia is the brand of the company APIMAB Laboratoires.

IMPORTANT: All orders placed on the WEBSITE necessarily entail the CLIENT’s unreserved acceptance of these general conditions of sale.

 

Article 1. DEFINITION

The terms used hereafter in these General Conditions have the following meanings:

• “CLIENT”: understood as co-contractor of the SELLER, guaranteeing having the status of consumer as defined by French law and jurisprudence. It is therefore expressly provided that this CLIENT acts outside of all habitual or commercial activity.
• “DELIVERY”: understood as the first presentation of PRODUCTS ordered by the CLIENT to the delivery address indicated during the order.
• “PRODUCTS”: understood as the set of products available on the WEBSITE.
• “TERRITORY”: understood as Metropolitan FRANCE, including Corsica (excluding overseas departments and territories).

 

Article 2. OBJET

These General Conditions govern the sale of PRODUCTS by the SELLER to its CLIENTS. The CLIENT is clearly informed and recognises that the WEBSITE is aimed at consumers and that professionals must contact the commercial service of the SELLER in order to benefit from different contractual conditions.

 

Article 3. ACCEPTANCE OF THE GENERAL CONDITIONS

The CLIENT commits to closely reading these General Conditions and accepting them before proceeding to paying for an order for PRODUCTS placed on the WEBSITE. These General Conditions are referenced at the bottom of each page of the WEBSITE by means of a link and must be consulted before placing the order. The CLIENT is invited to closely read, download and print the General Conditions and to keep a copy of them. The SELLER advises the CLIENT to read the General Conditions of Sale upon placing each new order, the latest version of these Conditions applying to all new order for PRODUCTS. By clicking on the first button to place the order, then on the second to confirm this order, the CLIENT acknowledges having read, understood and accepted the General Conditions without limitation or restriction.

 

Article 4. OPENING OF AN ACCOUNT – PURCHASE OF PRODUCTS ON THE WEBSITE

To be able to purchase a PRODUCT, the CLIENT must be at least 18 years of age and have legal capacity to do so; or if they are a minor, must be able to prove the agreement of their legal guardians. The CLIENT will be invited to provide information allowing their identification by completing a form available on the WEBSITE. The (*) symbol indicates obligatory fields which must be completed for the CLIENT’s order to be processed by the SELLER. The CLIENT may check the status of their order on the WEBSITE. Tracking of DELIVERIES may, if applicable, be carried out using the online tracking tools of certain transporters. The CLIENT may also contact the commercial service of the SELLER at any time by email, at the address [email protected], in order to obtain information on the status of their order. The information that the CLIENT provides to the SELLER during an order must be complete, precise and up to date. The SELLER reserves the right to request that the CLIENT confirm their identity, eligibility and information communicated by any appropriate means.

 

Article 5. ORDERS

5.1 Product specification

The SELLER strives to present the main characteristics of the PRODUCTS as clearly as possible (on their information datasheets available on the WEBSITE) as well as obligatory information that the CLIENT must receive by virtue of applicable law (in these General Conditions). The CLIENT commits to closely reading this information before placing an order on the WEBSITE. The SELLER reserves the right to modify the selection of PRODUCTS available on the WEBSITE, notably depending on constraints related with suppliers. Unless it is expressly indicated otherwise on the WEBSITE, all PRODUCTS sold by the SELLER are new and compliant with European legislation in place and with regulations applicable in France.

5.2. Order process

Orders for PRODUCTS are placed directly on the WEBSITE. To place an order, the CLIENT must follow the steps described below (note that depending on the page on which the CLIENT starts, the steps may differ slightly).

5.2.1. Selection of PRODUCTS and purchase options

The CLIENT must select the PRODUCT(s) of their choice by clicking on the PRODUCT(s) in question and selecting the desired characteristics and quantities. Once the PRODUCT has been selected, the PRODUCT is placed in the CLIENT’S shopping cart. The CLIENT may add as many PRODUCTS as they wish to their shopping cart.

5.2.2. Orders

Once the PRODUCTS have been selected and placed in their shopping cart, the CLIENT must click on the shopping cart and confirm that the contents of their order are correct. If the CLIENT has not already done so, they will then be invited to log in or register. Once the CLIENT has confirmed the contents of the shopping cart and logged in / registered, an automatically completed online form will be shown, summarising the prices, applicable taxes, and if applicable, the delivery fees. The CLIENT is invited to verify the content of their order (including the quantity, characteristics and references of the PRODUCTS ordered, the invoice address, the form of payment and the price) before confirming its contents. The CLIENT may then proceed to pay for the PRODUCTS, following the instructions appearing on the WEBSITE and providing all information necessary for the invoicing and delivery of the products. With regard to PRODUCTS for which options are available, these specific references appear when the correct options have been selected. Orders placed must contain all information necessary for the proper processing of the order. The CLIENT must also indicate the delivery method chosen.

5.2.3. Acknowledgement of receipt

Once all the steps described above have been completed, a page appears on the WEBSITE to show acknowledgement of receipt of the CLIENT’s order. A copy of the acknowledgement of receipt of the order is automatically addressed to the CLIENT by email, provided that the email address communicated by the registration form was correct. The SELLER does not send any order confirmation by post or by fax.

5.2.4. Invoicing

During the order process, the CLIENT must enter the necessary information for invoicing (the (*) symbol indicates the obligatory fields which must be completed for the CLIENT’s order to be processed by the SELLER). The CLIENT must clearly indicate all information related to the DELIVERY, in particular the precise DELIVERY address, as well as any access code required at the DELIVERY address. The CLIENT must then specify the form of payment chosen. Neither the order made by the CLIENT online or the acknowledgement of receipt of the order sent to the CLIENT by the SELLER by email constitute an invoice. Whatever the form of order or payment used, the CLIENT will receive the original of the invoice upon DELIVERY of the PRODUCTS, inside the package.

5.3. Date of the order

The date of the order is the date on which the SELLER acknowledges online receipt of the order. The details indicated on the WEBSITE only begin from this date.

5.4. Sale price

For all PRODUCTS, the CLIENT will find prices shown on the WEBSITE in euros including all taxes (excluding shipping fees), as well as the applicable delivery fees (depending on the weight of the package, excluding packaging and gifts, the DELIVERY address and transporter address, or the mode of transport chosen). Prices specifically include value added tax (VAT) at the rate in effect on order date. All modifications of the applicable rates may affect the prices of PRODUCTS, as of the date that the new rate comes into effect. The applicable VAT rate is expressed as a percentage of the value of the PRODUCT sold. The prices of the SELLER’s suppliers are susceptible to being modified. As a result, the prices indicated on the WEBSITE may change. They may also be modified in the case of special offers or sales. The prices indicated are valid, except in the case of gross error. The applicable price is indicated on the WEBSITE on the date on which the order is placed by the CLIENT.

5.5. Availability of the PRODUCTS

Depending on the PRODUCT in question, the SELLER applies lean stock management. As a result, depending on the case, the availability of PRODUCTS depends on the stocks of the SELLER. The SELLER is committed to honouring order received provided that the PRODUCTS are available. The non-availability of a PRODUCT is indicated on the page of the PRODUCT in question. CLIENTS may also be informed of the restocking of a PRODUCT by the SELLER. In any case, if the non-availability has not been indicated at the time of the order, the SELLER commits to informing the CLIENT without delay if the PRODUCT is not available. The SELLER may, at the client’s request:

- Offer to deliver all PRODUCTS at the same time when the PRODUCTS which are not in stock are available again;

- Proceed to partially deliver the PRODUCTS available at first, then send the rest of the order when the other PRODUCTS are available, provided that clear information is provided on the additional transport fees which may be incurred;

- Offer an alternative PRODUCT of equivalent quality and price, accepted by the CLIENT.

If the CLIENT decides to cancel their order of unavailable PRODUCTS, they will be refunded for all sums paid for the unavailable PRODUCTS, without delay and at the latest within thirty (30) days from payment.

 

Article 6. PAYMENT

6.1. Forms of payment

The CLIENT can pay for their PRODUCTS online on the WEBSITE following the forms of payment offered by the SELLER. The CLIENT guarantees SELLER that they have all authorisations required to use the means of payment chosen. The SELLER will take all necessary measures to guarantee the security and confidentiality of the data transferred online in the context of the online payment on the WEBSITE. It is therefore specified that all information related with payment provided on the WEBSITE is transferred to the WEBSITE’s bank and is not processed on the WEBSITE.

6.2. Payment date

In case of a single payment by credit card, the CLIENT’s account will be debited from the PRODUCT order being placed on the WEBSITE. In case of partial delivery, the total amount will be debited from the CLIENT’S account when the first package is sent at the earliest. If the CLIENT decides to cancel their order of unavailable PRODUCTS, the refund will be made in accordance with the final paragraph of article 5.5 of these General Conditions.

6.3. LATE PAYMENT OR REFUSAL TO PAY

If the bank refuses to debit a card or other form of payment, the CLIENT must contact the Client Service of the SELLER in order to pay for the order by another valid form of payment. In the case of opposition, refusal or the transfer of the money owed by the CLIENT being otherwise impossible for any reason, the order will be cancelled and the sale will be automatically terminated.

 

Article 7. Proof and Archiving

All contracts entered into with the CLIENT corresponding to an order will be archived by the SELLER for a period of ten (10) years in accordance with article L. 134-2 of the consumer code. The SELLER accepts filing this information in order to ensure the monitoring of transactions and producing of a copy of the contract at the request of the CLIENT. In case of dispute, the SELLER will be able to prove that their electronic tracking system is reliable and that it guarantees the integrity of the transaction.

 

Article 8. Transfer of ownership

The SELLER remains owner of the PRODUCTS delivered until full payment for them by the CLIENT. The provisions above are no obstacle to transfer to the CLIENT, at the time of receipt by them, or by a third party designated by them other than the transporter, of risk of loss or damage to the PRODUCT subject to reservation of ownership, as well as the risk of damage which may be caused.

 

Article 9. Delivery

The forms of DELIVERY of the PRODUCTS are set out in the “delivery policy”, accessible at the bottom of each page of the WEBSITE via a hypertext link.

 

Article 10. Packaging

The PRODUCTS will be packaged in accordance with the transport regulations in effect, in order to guarantee maximum protection for the PRODUCTS during DELIVERY. Clients commit to respecting the same regulations when returning PRODUCTS in the conditions of the cancellation policy below.

 

Article 11: Right of cancellation and dispute

11.1. Principle of cancellation

In accordance with regulations in effect, the SELLER reminds the CLIENT that while they have the status of consumer in the sense of applicable regulations, they have the possibility of cancelling without cause in a period of fourteen (14) days.

The cancellation period expires fourteen (14) days after the day:

• when the CLIENT or a third party designated by them other than the transporter, takes physical possession of the goods;
• when the CLIENT or a third party designated by them other than the transporter, takes physical possession of the last goods if the contract covers several goods ordered by the CLIENT as a single order and if the goods are delivered separately;
• when the CLIENT or a third party designated by them other than the transporter, takes physical possession of the last package of the final part if the contract covers the delivery of goods in several batches or parts;
• when the CLIENT or a third party designated by them other than the transporter, takes physical possession of the first goods, if the contract covers the regular delivery of goods during a specified period of time.

 

11.2. Notification of the right of cancellation

To exercise the right of cancellation, the CLIENT must notify the SELLER of their decision to cancel the contract by a clearly worded statement (by post or email). The CLIENT may also use the cancellation template below:

For the attention of [*] (*Details of the SELLER)

Telephone number of the SELLER*: 04 67 96 38 14

Email address of the SELLER*: [email protected]

With this message I notify you of my cancellation of the contract covering the sale of the PRODUCT below:

PRODUCT reference:

Invoice N°:

Order N°:

- Ordered on [____________]/received on [________________]

-Form of payment used:

-Name of the CLIENT and if applicable the recipient of the order:

-Address of the CLIENT:

-Delivery address:

- Signature of the CLIENT (unless sending by email)

- Date

For the cancellation period to be respected, the CLIENT must send their communication regarding exercise of the right of cancellation before the expiry of the cancellation period.

11.3. Effect of cancellation

In case of cancellation of this contract by the CLIENT, the SELLER will refund all payments received from them, including the delivery fees, except for the additional fees arising from the fact that the CLIENT has chosen, if applicable, a form of delivery other than the standard least expensive form of delivery offered by the SELLER without excessive delay, and in any case, at the latest fourteen (14) days counted from receipt of the returned product or provision of proof of delivery of the PRODUCT (the date used being the earlier of these) and according to the same form of payment as used by the CLIENT for the initial transaction unless the CLIENT agrees a different form; in any case this refund will not incur a fee for the CLIENT.

11.4. Return procedures

The CLIENT must send the goods to the SELLER at the address indicated in article 1 of these conditions without excessive delay, and in any case, at the latest fourteen (14) days after the client has communicated their decision of cancellation. This period is considered respected if the CLIENT returns the goods before the expiry of the 14 day period.

The CLIENT must take charge of the direct charges for returning the goods.

The CLIENT is only liable with regard to the depreciation of the products resulting from handling beyond what is necessary to establish the nature, characteristics and proper function of the products.

11.5. Exclusion of right of cancellation

In accordance with current regulations, the CLIENT cannot exercise their right of cancellation for goods that they have opened and which cannot be returned for reasons of hygiene and protection of health and/or for goods susceptible to quickly deteriorate or expire, particularly when the order has been personalised by the CLIENT.

 

Article 12. Guarantees

12.1. Guarantee of compliance

The SELLER is obligated to deliver a compliant PRODUCT; that is, appropriate for the use expected of a similar good corresponding to the description given on the WEBSITE. This compliance also assumes that the PRODUCT has the qualities that a buyer may legitimately expect regarding the public declarations made by the SELLER, including in advertisements and on labelling. In this context, the SELLER is susceptible to responding for faults in compliance existing during delivery and faults in compliance resulting from packaging, assembly instructions or installation when it has been in charge of this, or it has been carried out under its responsibility. The action resulting from the fault in compliance is established for two (2) years counted from DELIVERY of the PRODUCT. In case of fault in compliance, the CLIENT may demand their choice of replacement or repair of the PRODUCT. However, if the cost of the CLIENT’s choice is clearly disproportionate with regard to the other option available, considering the value of the PRODUCT or the importance of the fault, the SELLER may proceed to provide a refund, without following the option chosen by the CLIENT. In the case of a replacement or repair being impossible, the SELLER commits to repaying the price of the PRODUCT within 30 days of receipt of the returned PRODUCT and in exchange for return of the PRODUCT by the CLIENT to the following address: APIMAB LABORATOIRES Avenue du lac 34 800 Clermont l’Hérault.

12.2. Guarantee on hidden defects

The SELLER is bound by the guarantee on hidden defects of the PRODUCT sold which make it unsuitable for its intended use, which diminish this use to the extent that the CLIENT would not have purchased it, or which would have made its price lower, if they had known. This guarantee allows the CLIENT who can prove the existence of a hidden defect to choose between refund of the price of the PRODUCT if it is returned, and partial refund of the price if the PRODUCT is not returned. In the case of a replacement or repair being impossible, the SELLER commits to repaying the price of the PRODUCT within 30 days of receipt of the returned PRODUCT in exchange for return of the PRODUCT by the CLIENT to the following address: APIMAB LABORATOIRES Avenue du lac 34 800 Clermont l’Hérault. The action resulting from hidden defects must be taken by the CLIENT within the period of two (2) months from discovery of the defect.

 

Article 13. Liability

The SELLER may in no case be liable in the case of non-execution or poor execution of contractual obligations attributable to the CLIENT, notably during acquisition of their order. The SELLER cannot be held liable, or considered to have failed to comply with these conditions due to delay or non-execution when the cause of delay or non-execution is due to a case of force majeure as defined by the jurisprudence of French courts and tribunals. It is therefore specified that the SELLER is not in control of websites which are directly or indirectly linked to the WEBSITE. As a result, it is excluded from all liability for information published there. Links to third party websites are only provided for information and no guarantee is provided regarding their content.

 

Article 14. Protection of personal data

On the WEBSITE, the SELLER collects personal data concerning its CLIENTS, including using cookies. CLIENTS may deactivate cookies by following the instructions provided by their browser. The data collected by the SELLER is used in order to process the orders placed on the WEBSITE, to manage the CLIENT’s account, to analyse the orders and, if the CLIENT chose this option, to send them marketing materials, newsletters, promotional offers and/or information on special sales, unless the CLIENT no longer wishes to receive such communications from the SELLER. The data of the CLIENT is kept confidential by the SELLER in accordance with its declaration made before the National Commission for Data Protection and Liberties (CNIL), for the needs of the contract, its execution and respecting the law. CLIENTS may unsubscribe at any time by accessing their account or by clicking on the hypertext link for this purpose at the bottom of each offer received by email The data may be fully or partially communicated to the SELLER’s service providers intervening in the order process. For commercial purposes, the SELLER may transfer the names and data of its CLIENTS to its commercial partners, on the condition that they have agreed to this during registration on the WEBSITE. The SELLER will specifically ask CLIENTS if they wish for their personal data to be disclosed. CLIENTS may change their mind at any time on the WEBSITE or by contacting the SELLER. The SELLER may also ask its CLIENTS if they wish to receive commercial solicitations from its partners. In accordance with law n° 78-17 of the 6^th of January 1978 regarding computers, files and liberties, the CLIENT benefits from the right of access, rectification, opposition (for legitimate reasons) and deletion of their personal data. They may exercise this right by sending an email to [email protected] or by writing to APIMAB LABORATOIRES Avenue du lac 34 800 Clermont l’Hérault. It is indicated that the CLIENT must be able to prove their identity, either by scanning an identity document, or by sending the SELLER a photocopy of their identity document.

 

Article 15. Claims

The SELLER offers the CLIENT a “Client telephone service” at the following number: 33 (0)4 67 96 38 14 (non-surcharged number). All written claims of the CLIENT must be sent to the following address: APIMAB LABORATOIRES Avenue du lac 34 800 Clermont l’Hérault.

 

Article 16. Intellectual property

All visual and audio elements of the WEBSITE, including the underlying technology used, is protected by copyright, trademark law and/or patent law. These elements are the exclusive property of the SELLER. All individuals who publish a website and who wish to create a direct hypertext link to the WEBSITE must request written authorisation from the SELLER.

This authorisation from the SELLER will in no case be definitively agreed. This link must be deleted upon request of the SELLER. Hypertext links to the WEBSITE which use techniques such as framing or in-line linking are strictly prohibited.

 

Article 17. Validity of the General Conditions

Any modification of legislation or regulations in effect, or any decision of a competent tribunal invalidating one or several clauses of these General Conditions will not affect the validity of these General Conditions. Such a modification or decision in no case authorises CLIENTS to disregard these General Conditions. All conditions not expressly addressed in these conditions will be governed in accordance with the use of the public commercial sector by companies whose company headquarters are located in France.

 

Article 18. Modification of the General Conditions

These General Conditions apply to all purchases made online on the WEBSITE, while the WEBSITE is available online. The General Conditions are precisely dated and may be modified and updated by the SELLER at any time. The applicable General Conditions are those in effect at the time of the order. Modifications made to the General Conditions will not apply to PRODUCTS which have already been purchased.

 

Article 19. Jurisdiction and applicable law

These General Conditions as well as the relationships between the CLIENT and the SELLER are governed by French law. In case of dispute, only French tribunals will be competent. However, prior to any appeal to an arbitral or national court, negotiation will be preferred in a spirit of loyalty and good faith in order to reach an amicable agreement in the occurrence of any dispute related with this contract, including regarding its validity. The party which wishes to initiate the negotiation process must inform the other party be letter sent with acknowledgement of receipt, indicating the elements of the dispute. If the parties have not reached an agreement in a period of fifteen (15) days, the dispute will be subjected to the competent jurisdiction designated below. During the negotiation process and until its conclusion, the parties are prohibited for taking any legal action against each other concerning the object of the negotiation. As an exception, the parties are authorised to appeal to the courts or to apply for an order on request. A potential action before the jurisdiction of the courts or the implementation of a procedure on request does not entail the parties waiving the clause on amicable settlement, unless contrary will is expressed.