General terms and conditions of sale

Terms and Conditions - October 2023 version

Definitions

abeillon to ABEILLON 's privacy policy available at https://www.abeillon.com/politiques-de-confidentialite/

ABEILLON SAS with capital of €41,600 – 28 Rue Rochebrune, SIRET 582 003 034 00029, RCS: BOBIGNY B582003034

ABEILLON website abeillon ABEILLON website accessible at https://www.abeillon.com/

2. General

All product orders placed on our website and accepted by ABEILLON are subject to these terms and conditions. No other terms and conditions apply to the supply of products by ABEILLONunless agreed to in writing by an authorized signatory ofABEILLON or expressly stated in these terms and conditions.

All product descriptions contained on theABEILLON Website or otherwise communicated in a non-individualized manner to any purchaser of such products (the "Customer") are only approximate and do not form part of the contract between ABEILLON and the Customer.

ABEILLON is not liable to the Customer for any errors or omissions on the ABEILLONWebsite, in theABEILLON catalog, or in any other general product advertising. Product advertising on theABEILLON Website does not constitute an offer that can be accepted; it merely constitutes an invitation from ABEILLON to the Customer to make an offer to purchase products. ABEILLON 's acceptance of the Customer's order occurs when ABEILLON confirms the prices and delivery dates to the Customer in writing, at which point a contract is formed between ABEILLON and the Customer.

ABEILLON is a business-to-business supplier. TheABEILLON website is intended for use by business customers and not by individuals acting as consumers ("Consumers"), and these terms and conditions apply to business customers. Notwithstanding the foregoing, nothing in these terms and conditions affects the statutory rights of a customer acting as a Consumer.

The Client's particular attention is required to article 12, which sets out certain limitations onABEILLON 's liability

3. Price

Product prices are those listed on theABEILLONwebsite. ABEILLON reserves the right to change prices without notice and at any time. Customers are advised that prices and products listed in any printed catalog are subject to change. Updated information can be found on theABEILLONwebsite. In the event of a discrepancy between the prices of any product listed on the website and the prices listed in any catalog, please contact ABEILLON.

All prices are exclusive of VAT and other applicable local sales taxes, which ABEILLON will add to the price at the rate in force on the date of acceptance of the order.

4. Order

ABEILLON reserves the right to refuse to do business with any company or individual. ABEILLON may refuse to accept any order, whether or not payment has been received, by notifying the Customer of the non-acceptance by telephone, email, or fax within a reasonable time after ABEILLONreceives the order. Furthermore, ABEILLON may cancel orders that have been accepted by notifying the Customer in writing of the cancellation by telephone, email, or fax within a reasonable time after ABEILLONreceives the order. If ABEILLON rejects or cancels an order for which payment has been made, it will refund the amount to the Customer as soon as reasonably possible.

ABEILLON fulfills orders according to the Client's requirements, but can provide replacement products if the Client requests it or if the product has been replaced by the latest version. Insofar as orders cannot be fully fulfilled from stock, the unfulfilled balance will (at the Client's option) either be placed on hold for fulfillment when ABEILLON has stock available, or canceled and refunded to the Client.

The Customer must submit their orders usingABEILLON 's stock numbers and price units used on theABEILLON website or in anyABEILLONprinted catalog. If the customer orders the wrong product or the wrong quantity of products, or if they order duplicate items, the provisions of Article 13 (Cancellation and Returns) apply.

5. Delivery

For orders placed on the website, ABEILLON can only deliver to mainland France and Corsica. More specifically, deliveries to French overseas departments and territories (DOM-TOM) are only possible by contacting ABEILLON at the following address:

A processing fee of €22.50 excluding VAT is charged for all orders under €100 excluding VAT placed online; orders over €100 excluding VAT are exempt from delivery charges.

Subject to cancellation, replacement, or non-execution of the Customer's orders in accordance with Article 4 (Order), ABEILLON will deliver the products specified in the Customer's order. ABEILLON may use third-party delivery agents to deliver the products to Customers.

The customer's delivery options and their prices are those indicated on theABEILLON website on the date of the order or will be communicated to the customer at the time of ordering. The customer is informed that delivery options and prices listed in any printed catalog are subject to change and that updated information can be found on theABEILLONwebsite. In the event of a conflict between delivery options and prices for any product listed on theABEILLON website and in any printed catalog, the delivery options and prices listed on theABEILLON website will prevail.

Delivery prices apply per order, regardless of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.

ABEILLON will endeavor to deliver products in accordance with the delivery times and dates indicated on the Website or byABEILLONemployees (the "Indicated Delivery Times"), but the Indicated Delivery Times are only approximate and ABEILLON cannot be held liable for the consequences of any delivery delays. The Indicated Delivery Time is not an essential condition of the contract. Products marked in any printed catalog or on the Website as requiring special handling may (due to the nature of the products) take longer to deliver.

If a delivery has not been made within the stated delivery timeframe, RS will endeavor to verify whether the product has been delivered and will inform the Customer of the delivery status or the new expected delivery date, provided the Customer notifies RS of the delay. RS may also, at its discretion, refund the Customer the full amount of the delivery charges. If the new delivery date is unacceptable, RS may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies in the event of a delivery delay.

Orders with a total value of less than €100 are subject to additional shipping and handling charges, as published on the ABEILLON website or indicated at the time of ordering.

Orders totaling €100 or more are exempt from additional shipping and handling charges. Shipping and handling charges apply per order, regardless of the number of items ordered, and will be deducted with the first delivery of items from that order.

6. Inspection, delivery delays and non-delivery

The Customer must inspect the products as soon as reasonably possible after delivery or collection. The Customer must, within 30 days of the delivery or collection date or, in the case of the clause below, the stated delivery period or any updated estimated delivery date, give ABEILLON detailed notification of the following:

Any product defect that is apparent upon reasonable examination. In such cases, ABEILLON shall, at its discretion, replace the products or refund the purchase price. In any event, the Customer must refuse any packages delivered in a damaged condition;
Any missing products delivered. In this case, ABEILLON must, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
Any delivery of products not conforming to the order. In this case, ABEILLON must, at its discretion, replace the products or refund the purchase price
Any non-delivery of products (in this case, the deadline is 10 days from the scheduled shipping date). In this case, ABEILLON must deliver the undelivered products or refund the price of the undelivered products.

If the Customer fails to provide such notification, the products are consequently presumed to be, in all respects, compliant with the order and free from apparent defects, and the Customer is deemed to have accepted the products accordingly. The ABEILLON record of the shipped products (including the quantity) constitutes conclusive proof of the products received by the Customer, unless the Customer provides evidence to the contrary.

The remedies stated above are the Client's exclusive remedies in the event of non-delivery or incomplete delivery of products, or in the event of apparent defects in the products or delivery of products not conforming to the order.

7. Payment

Payment terms are cash on order.

If an amount is not paid by the payment due date, then, without prejudice to any other rights or remedies:

All sums owed by the Client shall become immediately due and payable, even if such sums are not due until a later date

ABEILLON may charge the Client interest from the due date until full payment (before and after any judgment) on the unpaid amount at a rate of 4 percent per annum above the European Central Bank base rate as fixed on December 31 for the period from January 1 to June 30 inclusive of the following year and as fixed on June 30 for the period from July 1 to December 31 inclusive (but at a rate of 5 percent per annum for any period during which the European Central Bank base rate is below zero percent), compounded monthly

Pursuant to Article L 441-6 paragraph 12 of the Commercial Code, any delay in payment shall automatically render due, from the first day following the date of payment appearing on the invoice, a fixed compensation for recovery costs, amounting to 40 euros excluding VAT (Article D 441-5 of the Commercial Code), ABEILLON may cease to accept orders and/or suspend shipments until payments are made in full.

8. Risk and Ownership

With regard to products to be delivered to the Client's property, the risk of loss or damage to the products is transferred to the Client upon delivery, unless the Client culpably fails to take delivery of the products, in which case this risk is transferred to the Client at the time ABEILLON attempted to deliver the products.

Ownership of any product supplied is not transferred to the Customer until full payment of the purchase price of the products and all other amounts due to ABEILLON has been received. If the Customer is in default of payment of any sum to ABEILLON, ABEILLON has the right to immediately return all products for which ownership has not yet been transferred. The Customer authorizes ABEILLON and its agents to recover these products under such circumstances and to enter the Customer's premises for this purpose.

The request or recovery of products by ABEILLON does not in itself release the Customer from its obligation to pay the full price and to take delivery of the products, nor does it release ABEILLON from its right to take action for the full price.

9. Product information and availability

ABEILLON reserves the right, without prior notice, to discontinue any product or make design changes as part of its ongoing product improvement program, or to facilitate product availability, and such changes may occur during the lifetime of an ABEILLONcatalog. The most up-to-date information on the availability and design of products supplied by ABEILLON is available on the Website.

Unless otherwise confirmed in writing, nothing on theABEILLON website or in any ABEILLON catalogue should be considered a representation of the source of origin, manufacture or production of the products or any part thereof.

All our products only have traceability to the source of supply. It is the Client's responsibility to ensure that this condition is sufficient to meet the requirements of the final destination of the purchased goods.

10. Guarantees and remedies

ABEILLON guarantees that no product purchased from the ABEILLON company is materially defective.

In the event that such a product is materially defective, and subject to the provisions of Article 5 (Delivery) concerning apparent defects upon delivery, ABEILLON will replace or repair the product (at its option) or refund the purchase price.

These warranties do not apply to any defect resulting from improper use, failure to follow product instructions, or any repair or modification carried out withoutABEILLON's consent.

The remedies set forth in this Article 10 shall be the Client’s sole remedies for any breach of warranty and with respect to the supply or non-supply of products.

The availability of the remedies set out in this clause 10 is subject to the following conditions:

A claim must be made in writing to ABEILLONbefore returning any defective product, and within 6 months of the initial shipping date, or any other period specified by ABEILLON for specific products at any time in writing

The Customer returns or disposes of the products in question, or makes them available toABEILLON for collection, in accordance withABEILLON 's instructions and in suitable packaging. Specifically, for any return, the Customer must obtain a return number fromABEILLON and include it on all documents, along with the original invoice number and the nature of the alleged defect.

When the Customer returns defective products other than in accordance with these provisions, ABEILLON may refuse these products and return them to the Customer at the latter's expense.

Products replaced by ABEILLON become its property. Ownership of the replacement products is transferred to the Customer in accordance with the provisions of Article 8 (Risk and Ownership), and the warranty period for the replacement product also begins

Corresponds to the unexpired period of the warranty for the defective product.

The Customer shall have no recourse in respect of any general misrepresentation made to him/her and relied upon to order products (unless such misrepresentation was made fraudulently), except for any remedy expressly provided in these terms and conditions.

Except as expressly provided in these terms and conditions, all implied warranties, conditions and terms (whether statutory or otherwise) concerning the supply or non-supply of products are excluded to the fullest extent permitted by law.

The Customer acknowledges that it is their responsibility to ensure that the products they order are suitable for the purposes for which they intend to use them.

11. Export controls and usage limits

A minimum order of €100 excluding VAT is required for all shipments outside mainland France. Payment is due in full for all export orders, except in special circumstances. Payment can be made by SWIFT transfer, credit card, or according to the terms and conditions of your account. Shipping, special packaging, and bank charges for all shipments outside mainland France are the responsibility of the customer.

Certain products sold by ABEILLON are subject to export control regulations of the United Kingdom, the United States of America, the European Union, and other countries (“Export Laws”). The Customer must comply with the Export Laws and obtain any licenses or permits required to transfer, export, re-export, or import the products.

The Customer must not, directly or indirectly, sell, allow to be sold, dispose of, export, re-export or supply in any way products to any country or entity subject to a sanction or embargo administered by the United Kingdom, the United States of America, the European Union or any other country.

The Customer certifies that the products purchased fromABEILLON SAS will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, their delivery systems and systems or in the development of any weapon of mass destruction.

12. Civil liability

Subject to Article 12.3, ABEILLON shall not be liable (whether under civil liability (including negligence), contract or breach of duty or otherwise) for any indirect, intangible or consequential loss or damage, such as loss of revenue, loss of profits, loss of productivity, loss of production, loss of business or anticipated future business, economic loss or damage to reputation or goodwill.

If, notwithstanding any other provision of these terms and conditions, ABEILLON is liable.ABEILLON 's liability to the customer arising from these terms and conditions or from any order, whether in contract, tort or otherwise, is limited in aggregate to €5,000 or the total value of the order, whichever is greater.

Nothing in these terms and conditions (including, without limitation, this Article 12) excludes or limitsABEILLON 's liability for death or personal injury caused by the negligence ofABEILLON or its employees, agents or subcontractors.

13. Cancellations and returns without penalty

ABEILLON may, at its discretion and in writing, allow the cancellation of an order when the product is not defective, provided thatABEILLON recovers from the customer the costs incurred and subject to the processing fees provided for in this article

In the event of cancellation of only part of an order, ABEILLON may charge the Customer any difference in selling price per unit applicable to the quantity actually shipped up to the time of cancellation compared to the quantity ordered.

A processing fee may apply to all products returned for reasons other than defects covered by the warranty in clause 10.

Customers may only return products to ABEILLON and receive a credit, refund, or replacement under the following conditions:

The Customer must contact ABEILLON to obtain a return number (to be indicated on all relevant documents).
Returns must be made within 10 days from the date of delivery (as indicated on the delivery documents) or collection of the product(s).
Products must be returned to ABEILLON in their original condition and packaging and in a condition that makes them immediately suitable for resale.
Products must be returned properly packaged and clearly labeled to theABEILLON returns department
The customer must mention the return number on the returned package.
When the Customer returns products to ABEILLON without complying with Article 13.4 above (for example, after the expiry of the return period or in an unsuitable condition), ABEILLON may refuse to accept the return and return the products to the Customer at the latter's expense or apply handling fees that correspond to the actual cost of reprocessing.
ABEILLON accepts no responsibility for any loss or damage to products in transit from the Customer to ABEILLON when ABEILLON has not provided collection services.

14. Force Majeure

A force majeure event is any external event over which ABEILLON has no reasonable control (including, but not limited to, strikes, pandemics, epidemics, crises or outbreaks, government measures, traffic congestion, interruption of any external line, orABEILLON 's inability to procure the materials or items necessary for the performance of the contract, except at increased prices). If ABEILLON is prevented or limited in the performance of all or part of its obligations under these terms and conditions due to a force majeure event, ABEILLON is released from its obligations for the duration of the event and is not liable for any delay or failure to perform its obligations during that period. If the force majeure event continues for a period exceeding fourteen days, ABEILLON may cancel the order in question without any liability to the Customer.

15. Intellectual Property Rights

The Client acknowledges thatABEILLON and its licensors hold the intellectual property rights to the ABEILLONwebsite,ABEILLONcatalogues, catalogue content, and that their total or partial reproduction without the prior written consent ofABEILLON is prohibited.

ABEILLON does not guarantee or give any assurance to the Client that the products supplied do not infringe the intellectual property rights of a third party.

16. Anti-corruption

The Client must (and is responsible for any persons associated with them or others who purchase goods under these terms and conditions) comply with all applicable anti-corruption laws, statutes, and regulations (the "Applicable Rules") and must:

Not to induce (directly or indirectly) any ABEILLON employee, agent or subcontractor to make a concession or confer an advantage on the Client, to refrain or abstain from doing an act, in exchange for a gift, a sum of money or other incentive;

Do not do or commit any act that will cause or lead ABEILLON to be in violation of any of the Applicable Rules;
Promptly notify ABEILLON of any request or demand for an undue financial advantage or any other benefit of any kind received by the customer under these terms and conditions.

Financial restrictions on gifts and entertainment are contained inABEILLON 's anti-corruption policy and further details are available upon request.

Any violation of this Article 16 constitutes a substantial breach of these terms and conditions, which cannot be remedied.

17. Data protection and customer information

Please refer to our privacy policy available here ( abeillon ) for more information on how we process your personal data.

18. Miscellaneous

Waiver

No failure or delay by a party in the enforcement or exercise of any right or remedy under these terms and conditions or applicable law shall be deemed a waiver of such right or remedy or any other right or remedy, and shall not prevent the enforcement or exercise of such right or remedy or any other right or remedy at any time thereafter. Any waiver of a breach of these terms and conditions shall not be deemed a waiver of any subsequent breach.

Variation

No purported modification of these terms and conditions will be valid unless it is made in writing (which excludes email) and signed by or on behalf of each party.

Applicable law and competent court

These general terms and conditions of sale, as well as any contract which comes into force between ABEILLON and the Client on the basis of these general terms and conditions of sale, are subject to French law and all disputes arising from sales transactions subject to these general terms and conditions of sale are subject to the exclusive jurisdiction of the Commercial Court of ILE DE FRANCE.

If any part of these terms and conditions is held to be unenforceable by a court or other competent authority, or would be held to be unenforceable if interpreted or construed in a particular way, it is the express intention of the parties that the relevant wording shall be construed or construed in such a way as to avoid such a conclusion, and that, in the event of such a conclusion, the remainder of the provision in question shall be construed or construed to give it full effect.

Exclusion of third-party rights

No express or implied condition of these general terms and conditions shall be enforceable against any person who is not a party to them.