Terms and Conditions of Sale

Unless the seller expressly and formally agrees otherwise, every order automatically entails the seller's or buyer's full acceptance of these terms of sale, which take precedence over any purchasing terms. Any special purchasing clause or condition intended or having the effect of modifying these terms shall not be enforceable against the seller.

These Terms and Conditions of Sale (hereinafter the Terms) govern all contracts for the sale of products and services concluded between the seller and its buyers.

Accordingly, placing any order implies the buyer's full and unconditional acceptance of these Terms.

The seller's failure to invoke any of these Terms at any given time shall not be interpreted as a waiver of its right to invoke them subsequently.

The Terms are deemed accepted by a buyer who, having received them when placing their first order, does not reject them within the first three months of the commercial relationship.

These terms replace previous terms and remain valid until a new edition takes effect.

The buyer acknowledges acceptance of all future amendments to these Terms unless they expressly refuse them by notifying the seller's registered office within one month of receiving the amended Terms.

The seller may at any time request recent financial information from the buyer (balance sheet, income statement and notes) to decide, based on its analysis, whether to:

• Enter into a commercial relationship;
• Suspend the current commercial relationship without paying any compensation;
• Continue the commercial relationship while requiring any necessary security from the buyer and, at the seller's discretion, payment on delivery or payment in advance.

The seller may suspend the commercial relationship at any time if the register reveals registered security interests in favour of other pharmaceutical wholesalers and/or the French Treasury, URSSAF or pension funds.

Certain provisions of Articles 4, 10 and 11 of these Terms do not apply to transfer orders.

A buyer may hold several accounts corresponding to different commercial offers.

A sale is only formalised after acceptance by the seller, regardless of the medium used. Any amendment, omission or addition to these terms requires the seller's written acceptance. No cancellation, even partial, may take place without the seller's prior agreement.

Otherwise, cancellation entitles the seller to damages, without prejudice to any deposit paid, which shall in all cases remain with the seller. These terms are deemed known to a buyer who has requested them pursuant to Article L441-6 of the French Commercial Code. Otherwise, they become enforceable against the buyer upon dispatch of the purchase order.

Placing an order implies that the buyer meets all necessary requirements, particularly those relating to pharmaceutical regulations.

In accordance with industry practice, orders are placed by telephone, Pharma ML transmission or electronically and are not accompanied by a purchase order signed by the buyer.

Likewise, no receipt is signed by the recipient upon delivery.

An order is only deemed valid, and the sale contract formed, when the products are handed over to the buyer.

The benefit of an order is personal to the buyer and may not be assigned. The seller reserves the right to modify, refuse or cancel all or part of an order involving abnormal quantities.

Delivery means the physical handover of the goods to the buyer or their representative, who accepts them or is required to inspect their condition and, where applicable, record reservations before taking actual possession.

Deliveries are made subject to availability and in the order in which orders are received. Lead times indicated or agreed with the buyer are purely indicative and are not guaranteed. Partial or delayed deliveries may therefore never justify cancelling an order or refusing the goods. They shall not give rise to withholding, set-off, penalties or damages, nor entail liability on the seller's part, particularly for any actual or potential, direct or indirect loss attributable to a delay or failure in delivery.

Where delivery is delayed by force majeure, unforeseen events or any reason beyond the seller's control, it shall be deemed to have taken place on the scheduled or agreed date.

The seller reserves the right to make complete or partial deliveries depending on available stock.

The seller's goods travel at the customer's risk. The customer must check that the goods are in good condition at the time of delivery.

Additional costs arising from air freight or express post are invoiced separately to the buyer. The buyer must provide access to and prepare premises intended to receive heavy or bulky equipment, at no cost to the seller.

The buyer must inspect deliveries on receipt. In the event of apparent defects, shortages or goods that do not comply with the technical specifications supplied by the seller, the buyer must record all necessary findings and submit reservations or complaints as described below. Otherwise, the goods shall be deemed accepted by the buyer and the seller released from its obligations towards the buyer and/or carrier.

Complaints must be confirmed by registered letter with acknowledgement of receipt and sent to the seller within two (2) working days of the goods arriving at their destination. Making such a complaint automatically prohibits the buyer or any third party from intervening on the goods without the seller's prior agreement.

Without prejudice to action to be taken against the carrier, complaints concerning apparent defects or discrepancies between delivered and ordered goods must be made in writing and accompanied by the delivery note.

The buyer must provide evidence of the reported defects or discrepancies.

All goods returns require the seller's prior agreement. Only goods that have not been modified or altered may be returned, and they must be in their original packaging.

Crates used to transport pharmaceutical products are returnable and must be returned to the supplying establishment. If not returned within 30 days, they will be charged to the buyer at the following rates:

• €40.00 including VAT per insulated crate
• €15.00 including VAT per plastic crate

This changes the nature of the transaction: it is no longer a loan of equipment but a sale (transfer of ownership).

In the event of force majeure, the seller is released from all obligations towards a buyer.

Force majeure includes war, riots, fire, strikes, accidents and any other causes recognised by case law.

Transport-related complaints must be reported to the carrier at the time of delivery.

Complaints about quantities and prices shown on an invoice must be reported to the seller within forty-eight (48) hours of delivery. Complaints about invoicing errors, for any reason whatsoever, must be made within one (1) month of receipt of the invoice by registered letter with acknowledgement of receipt. After this period, any challenge is time-barred.

All returns require the seller's express prior agreement.

Failure to raise a complaint within the above time limits constitutes final approval of the information shown on both the delivery note and the invoice.

The seller retains ownership of the goods sold until the full price, including principal and interest, has actually been paid.

The buyer may resell delivered goods in the normal course of business. However, the buyer may neither pledge them nor transfer ownership as security.

If the community pharmacy is sold, the buyer undertakes to pay the seller immediately for any outstanding stock, inform the seller of the sale and inform the purchaser of the retention-of-title clause, allowing the seller to exercise any claim against the sale price.

Failure to pay any instalment may lead to repossession of the goods. These provisions do not prevent the transfer to the buyer, upon delivery, of the risks of loss, theft and damage to the goods sold or of any damage they may cause. The buyer undertakes to insure these risks from delivery. At the seller's request, the buyer must provide evidence of insurance and payment of the premiums. This insurance must provide for direct payment to the seller of any compensation, up to the amounts still owed by the buyer in principal and interest.

If payment is not made on the agreed due date, the seller may repossess the goods. The sale shall be automatically terminated at the seller's discretion, and any deposits already paid shall remain with the seller in consideration of the buyer's use of the goods.

Prices cannot be regarded as fixed and final when an order is placed. Prices listed in catalogues constitute neither an offer nor a price schedule within the meaning of Article L.441-6 of the French Commercial Code. Invoiced prices are those in force at the time of actual delivery, based on prevailing economic conditions (duties and taxes, exchange rates and raw material prices).

The price invoiced to the buyer is stated in euros excluding VAT, with VAT added at the rate in force on the date of the offer. If tax legislation changes, the VAT rate in force on the delivery date shall apply.

Unless the buyer expressly requests otherwise, invoices will be sent by email in PDF format.

Payment is due thirty (30) days from the invoice date. No early-payment discount will be granted.

Purchases by quantity or monthly subscription may qualify for special terms where previously agreed by the seller.

The seller may waive a percentage of its wholesaler margin. Such waivers are determined in proportion to the services, benefits and other facilities granted by the seller when negotiating the relevant contract.

• Discounts, allowances and rebates: The seller may grant discounts, rebates or allowances in accordance with the sale contract. These are determined in proportion to the quantities sold, taking into account all services, benefits and other facilities granted by the seller when negotiating the relevant contract.

The mere delivery of a bill of exchange or cheque creating an obligation to pay does not constitute payment. Only actual collection on the agreed due date constitutes payment.

In accordance with Article L.441-6 of the French Commercial Code, late-payment penalties and a fixed recovery fee are due if payment has not been made on the day following the payment date shown on the invoice. The late-payment interest rate is three times the prevailing statutory interest rate, and the fixed fee is €40.

Additional compensation may be payable upon supporting evidence. These penalties continue to accrue until all outstanding sums have been paid in full.

Any failure to pay on the due date makes all amounts owed by the buyer across its different accounts immediately due, without prior formal notice.

Until all amounts owed to the seller have been settled, the seller may suspend outstanding orders and deliveries across the different accounts and require either payment on delivery or advance payment by bank transfer, without prejudice to any other remedy.

If amounts due remain unpaid, the sale shall be automatically terminated without prejudice to any damages that may be claimed or to enforcement of the retention-of-title clause. Termination takes effect forty-eight (48) hours after an unsuccessful formal demand for payment is sent. At the seller's request, the buyer must return unpaid goods at its own expense, without prejudice to any damages the seller may claim.

If the goods are not returned immediately, the seller may obtain their return by an interim order issued by the President of the Commercial Court.

No tolerance by the seller, however long it lasts, shall create any rights. Failure by the seller to invoke a provision of these Terms shall never constitute a waiver of its right to invoke that provision subsequently.

Unless otherwise stipulated, invoices are payable without discount within thirty (30) days of the invoice date. Where a payment was made when ordering, the balance is payable without discount within thirty days of the invoice date.

The seller elects domicile at its registered office.

Any dispute arising from these Terms or from performance of a sale of products or provision of services shall, failing an amicable agreement between the parties, be subject to the exclusive jurisdiction of the Commercial Court serving the seller's registered office, even in the event of third-party proceedings or multiple defendants. That court alone shall have jurisdiction regardless of the delivery location or accepted payment method, except where the retention-of-title clause applies.

Unless otherwise expressly agreed in writing, every order automatically entails the buyer's acceptance of these Terms, notwithstanding any contrary provision in its own general purchasing terms.

These terms are governed by French law.

In accordance with the French Data Protection Act as amended by the Act of 6 August 2004, customers are informed that personal data they provide is processed electronically by the seller. This information is necessary to process and fulfil orders but may also be used to send promotional offers or offers for new products and services. Sales data may in certain cases be shared with public authorities or the seller's commercial partners for strictly professional use and in compliance with legal requirements. Customers have rights to information, access and rectification. They may object on legitimate grounds to the use of their data and to its use for direct marketing. Requests for access or correction must be made in writing to the seller's registered office.

The seller shall not be held liable or required to pay damages for non-performance, delayed performance or defective performance of all or any of its obligations.

These terms of sale cancel and replace all terms previously issued by the seller and invalidate all oral or written assurances, statements or other representations made by the seller or its representatives.