These Category-Specific Terms of Sale (hereinafter referred to as the “CCV”) are issued by Dist.BHE, a single-member simplified joint-stock company registered with the Annecy Trade and Companies Register under number 833 699 028, with its registered office located at 11 Avenue d’Albigny, 74000 Annecy (the “Company”).
Dist.BHE (hereinafter referred to as the “Seller”) is engaged in the sale of various products, including in particular nail care products (hereinafter referred to as the “Products”).
In order to meet the expectations of its podiatrist clients, the Company wishes to sell its Products remotely via electronic means (Internet).
The list of Products offered for remote sale can be consulted on the following website:
https://www.expert.poderm.com/ (hereinafter referred to as the “Website”). Each Product is accompanied by a detailed description on a product sheet.
These CCV apply to all orders of the products listed in the price list attached as Appendix 1 (hereinafter referred to as the “Products”), placed with the Company by its clients practicing as podiatrists, within the meaning of Articles L.4322-1 et seq. of the French Public Health Code, when acting in the course of their professional activity (hereinafter referred to as the “Client(s)”).
Among the Products sold by the Company, some are classified as medical devices (hereinafter referred to as “Medical Devices”); these products are subject to compliance with applicable legal and/or regulatory provisions, in particular the French Public Health Code.
The Client declares that they have read these CCV prior to placing their order. By validating their order, the Client accepts these CCV without restriction or reservation, which shall prevail over any conflicting clauses, general terms, or specific purchasing conditions of the Client.
These CCV may be modified at any time. Therefore, it is understood that the applicable conditions are those in force on the Website at the time the order is placed. The date of publication of these CCV online shall be deemed the effective date.
In the event that, after their removal from the Website and replacement, these CCV remain accessible via other websites or by any other means, they shall no longer be enforceable against the Company.
The Client must, in the first instance, read these CCV online before validating their order on the Website and, in the second instance, confirm their agreement to all the terms of these CCV online by performing the required acceptance action on the Website, such as checking a box or clicking a button.
In accordance with Article 1127-1 of the French Civil Code, these CCV may be stored by anyone visiting the Website via computer recording and may also be reproduced by the Client by printing them.
The Company’s failure at any time to invoke any provision of these CCV shall not be interpreted as a waiver of the right to invoke that provision later. The invalidity of any provision of these CCV for any reason shall not affect the validity of the remaining provisions.
Any order placed via the Website implies acceptance of all of these CCV.
Orders are placed online through the Company’s e-commerce Website at the following address:
https://www.expert.poderm.com/
For their first order, the Client must open a customer account and complete an information form indicating certain mandatory fields so that their selection can be processed by the Company. In particular, the Client undertakes to provide:
The name of the Client’s company, their profession, first and last name, and a valid email address in proper working order;
A postal address where delivery can be made during business hours from Monday to Saturday within metropolitan France. For security reasons, the Company will not process any order for which only a P.O. box is provided.
In accordance with the provisions of Article 1127-1 of the French Civil Code, all steps necessary for the sale are specified below:
Upon their first access to the Website, the Client must complete the information form by providing all requested contact details and selecting a password in order to have a username and password for subsequent logins.
To place an order, the Client will click on the “Add to Cart” icon displayed next to the Products. Each new addition to the cart will be confirmed by the appearance of a specific screen.
At any time, the Client may:
Obtain a summary of the Products selected or modify their order by clicking on the “Cart” icon available on each page;
Continue selecting Products by clicking on “Continue Shopping”;
Complete their selection of Products and choose a delivery method by clicking on “Checkout”.
An order summary will then display all relevant information regarding the order, including the nature, quantity, and price of the Products, the total amount (including shipping costs), the Client’s contact details, the delivery address, and the billing address, in accordance with Article 1127-2 of the French Civil Code.
After reviewing their order, the Client will be invited to:
Click on the “Checkout” button to proceed with payment of the order;
Or click on the “Return to Cart” button to modify the order details and/or their personal information.
By clicking on the “Checkout” button, the Client must, after reading these CCV, check the box “I have read and accept the Category-Specific Terms of Sale.” The Client will then be considered to have accepted these CCV and acknowledges that placing an order entails an obligation to pay.
The Client will then be redirected to a secure webpage where they will be asked to proceed with payment under the terms and conditions of Article 3.4 below.
The contract language is French.
All data provided and the recorded confirmation shall serve as proof of the transaction. The confirmation will constitute the Client’s signature and acceptance of the operations performed.
In the event of prolonged inactivity during a session, previously selected Products may no longer be guaranteed. The Client will be invited to restart their selection from the beginning.
Once the Client has validated their order, the Company acknowledges receipt without undue delay by electronic means, in accordance with Article 1127-2 of the French Civil Code.
However, the sale shall only be considered final upon the sending of a shipping confirmation by the Seller. Only shipped Products will be charged, including delivery fees.
The order confirmation email sent to the Client will include the following information:
The order number;
A summary of the order (designation of the Product(s) ordered, quantity, price, and key characteristics);
The total amount of the order, all taxes included;
Shipping fees;
Payment confirmation;
Details regarding the delivery of the ordered Products.
Once validated, no order may be modified, canceled, or postponed without the Company’s prior written and express consent. Any modification of an order in progress must be validated in advance by the Company, with the understanding that the Client will bear any additional costs and extended delivery time. No penalties or compensation of any kind shall apply if the requested modification cannot be carried out.
The Company may refuse any order exceeding its delivery capacity, incompatible with these CCV, of abnormal nature for any reason, or placed in bad faith.
The Products comply with applicable legal and regulatory standards in France and correspond to the characteristics presented on the product sheets available on the Website.
In any case, photographs displayed on the Website, on packaging, or provided during marketing are non-contractual and for illustrative purposes only.
The Company therefore invites the Client to refer to each Product description for precise specifications. In case of doubt or for additional information, excluding formula details, the Client may contact the Company by email at: gestion@poderm.com.
The Company may modify the list of Products offered for sale on the Website at any time, in particular in the event of total or partial unavailability of a Product.
In the event of total or partial unavailability after the order has been placed, the Client will be informed as soon as possible by the Company’s Customer Service via email. The order will then be automatically canceled, and the Company will refund the Client the full amount already paid no later than thirty (30) days from the date of payment.
Product prices are those in effect on the date of shipment of the order. Prices are expressed in euros, net, excluding taxes, and based on standard packaging for continental Europe; in British pounds (GBP), net, excluding taxes, and based on standard packaging for the United Kingdom; and in Swiss francs (CHF), net, excluding taxes, and based on standard packaging for Switzerland.
Product prices do not include shipping costs, the price of certain packaging, or the price of other optional services subscribed to by the Client, which are charged separately. These additional costs will be communicated to the Client before the Client validates the order or submits the purchase order.
The Seller remains free to modify its prices at any time.
Validation of the order creates an obligation for the Client to pay the corresponding price. The Client’s purchases may be paid by credit card or via a PAYPAL electronic bank account.
Accepted credit cards are those from the Visa and Mastercard networks.
When payment is made by credit card, the Company guarantees the security of the transaction using an encryption system as described here: https://www.shopify.com/security
The Client’s credit card is charged at the time the order is placed.
To this end, the Client guarantees to the Company that they have the necessary authority and authorization to use the credit card for the payment. The Client must provide the sixteen-digit card number, expiration date shown on the front of the card, and, if applicable, the CVV (Card Verification Value) number shown on the back of the card, in a secure environment. The Company undertakes to keep this information strictly confidential.
If, for any reason (opposition, refusal by the issuing bank, etc.), the debit of the amounts due by the Client proves impossible, the purchase process will be canceled.
The order will only be considered final upon sending of the confirmation email.
Products are invoiced at the prices and under the conditions in effect on the date the order is recorded. The invoice is issued on the day of shipment and sent to the Client by email.
The Company will use its best efforts to comply with the delivery times communicated to the Client at the time of the order. However, such delivery times are provided for information purposes only, and failure to comply with them shall in no event give rise to cancellation of the order.
No penalty may be deducted from the invoices issued by the Company in the event of a delay in delivery, understood as the failure to meet the agreed delivery date, notwithstanding any contrary provisions in the Client’s own terms of purchase. Only the actual damage incurred by the Client, duly proven and assessed, may give rise to a claim for compensation, which shall in any case be subject to negotiation with the Company and agreement between both parties.
The Company shall not be held liable for any delay in delivery when such delay results from an external event beyond its control or from any event of force majeure within the meaning usually recognized under the French Civil Code, French case law, and as further set out in Article 9 “Force Majeure” of these CCV.
Products are delivered to the delivery address indicated by the Client during the ordering process on the Website.
If the Client provides an incorrect or incomplete address that prevents delivery of the Products, no refund will be issued. The ordered Products and any reshipping costs shall be borne by the Client, unless the Client chooses not to have the Products reshipped.
Under no circumstances shall the Company be held liable for any delivery delay resulting solely from the Client’s unavailability to receive the delivery or from any other act attributable to the Client.
Transfer of risk takes place at the time of unloading of the Products. It is then the Client’s responsibility to verify the conformity of the Products upon delivery, and in case of missing parcels, damaged parcels, damage, or for any other reason, to make any necessary reservations to the carrier on the delivery slip. The Client must also confirm their claim to the carrier no later than three (3) days, excluding public holidays, following receipt of the Products, by registered letter with acknowledgment of receipt, failing which the claim will be time-barred, in accordance with Articles L. 133-3 et seq. of the French Commercial Code. A copy of this notification must be sent simultaneously to the Company.
Claims regarding the non-conformity of delivered Products must be sent to the Company within no more than seven (7) days by email to Customer Service at the following address: gestion@poderm.com. The Client must provide all evidence of the anomalies or shortages observed. The Client must allow the Company every opportunity to verify such defects or shortages and must refrain from intervening personally or from engaging a third party to remedy them. Furthermore, the Company shall not be held liable where the Products sold are stored under abnormal or unsuitable conditions inconsistent with their nature.
Failure to contest within the seven (7) day period shall be deemed full and unconditional acceptance of the Products by the Client, precluding any subsequent claims against the Company.
The delivered Products are sold subject to a clause expressly subordinating the transfer of ownership to full payment of the principal price and all ancillary costs. Accordingly, the Company shall retain ownership of the Products ordered by the Client until full payment of the price has been made, in accordance with Articles 2367 to 2372 of the French Civil Code.
In this respect, it is understood that the mere issuance of a payment instrument, bill of exchange, or similar, does not constitute payment within the meaning of this clause. Payment shall only be deemed to have been made upon the Company’s effective collection of the price.
The Company may, by registered letter with acknowledgment of receipt, enforce this clause with immediate effect upon receipt by the Client, without the Client being entitled to raise any objection; and the return of any unsold Products must be carried out immediately at the Client’s expense.
Notwithstanding this retention of title clause, the Client shall be the custodian of the goods sold under retention of title, shall bear all related risks, and undertakes to maintain the unpaid Products in perfect condition. The Client shall thus be solely responsible for all risks of deterioration, loss, or partial or total destruction of the Products, regardless of the cause of the damage, including accident or force majeure. Consequently, the Client must insure the Products subject to retention of title, stipulate in the insurance policy that any indemnity shall be paid directly to the Company, and provide the Company, upon first request, with evidence of such insurance.
The Client undertakes to inform any third party, in particular in the event of seizure or similar operation, that the Products subject to retention of title belong to the Company, and to immediately notify the Company of any such seizure or operation.
If the Products subject to retention of title are resold by the Client, the Company’s claim shall automatically be transferred to the receivable corresponding to the resale price of said Products. The Client hereby assigns to the Company all receivables arising from the resale of unpaid Products under retention of title.
In the event of court-supervised reorganization, receivership, or liquidation proceedings of the Client, the Products may be claimed by the Company, in accordance with applicable legal and/or regulatory provisions. In the case of a claim due to partial or total non-payment, the Products in stock shall be deemed to correspond to the unpaid receivables.
In accordance with Articles L.624-9 and L.624-16 of the French Commercial Code, notwithstanding any contrary clause, this retention of title clause is enforceable against the Client. The Client hereby authorizes the Company, which accepts, to prepare an inventory and/or place under sequestration the unpaid Products in the Client’s possession.
The Website is the exclusive property of the Company, which operates it.
Unless otherwise stated, all elements of the Website, including but not limited to texts, trademarks, company names, logos, products, domain names, layouts, graphics, illustrations, photographs, videos, site architecture, and formatting, are the exclusive property of the Company and are protected under applicable French and international intellectual property laws. Any reproduction and/or representation, in whole or in part, of any of these elements without the Company’s prior express authorization is prohibited and would constitute an infringement punishable under Articles L.335-2 et seq. of the French Intellectual Property Code. Consequently, the Client shall refrain from any action or act that could directly or indirectly infringe upon the Company’s intellectual property rights.
Similarly, any representation, reproduction, embedding, distribution, adaptation, or retransmission, whether partial or total, of the database contained on the Website is prohibited, unless expressly authorized by the holder of the rights to the database used.
The same applies to all copyrights, designs, models, and patents owned by the Company.
The visuals, photographs, texts, and comments appearing on the Products and their communication materials remain the full property of the Company. No right of use, exploitation, representation, reproduction, or adaptation is granted to the Client unless expressly agreed by the Company.
These CCV do not grant Clients any intellectual property rights over elements belonging to the Company.
Any Client who becomes aware of an infringement of the Company’s trademarks, patents, or designs and models must immediately notify the Company by fax or by email confirmed by registered letter with acknowledgment of receipt.
The Client is solely responsible for its relationships with its own customers. The Client shall indemnify and hold the Company harmless against any claims or judgments arising from a breach by the Client of its obligations under the law or these CCV.
The Products marketed by the Company comply with the required technical specifications and with the legislation and/or regulations and/or standards in force in France, and are warranted against any manufacturing defects.
The Products must be stored and used under normal conditions, in accordance with the instructions and user manuals provided, where applicable. In accordance with applicable legal provisions, and in particular Article L.5431-7 of the French Public Health Code, the Client must ensure that the Products resold are accompanied by the mandatory consumer information notices required by law.
Under no circumstances shall the Company be held liable for any damage resulting from improper handling or use of the Products sold by a third party, or from the Client’s failure to fulfill its obligations.
In any event, the Company’s liability shall be limited to the value of the Product(s) concerned. In the case of a latent defect or non-conformity acknowledged by the Company, the Company’s warranty shall be limited to the replacement of the defective or missing Products, excluding labor and transport costs, or to the issuance of a credit note, without entitling the Client to any indemnity or damages whatsoever, and only after the Company has verified the returned Products.
Returns of goods, in particular expired Products, are not accepted unless expressly agreed in writing by the Company.
It is prohibited to refuse or return goods, except in cases of non-conformity (Products delivered not corresponding in quantity or type to those ordered, or affected by a defect) or failure to meet the agreed delivery date. Such refusal or return of goods may in any event only take place after written agreement from the Company. In the absence of such written agreement, returned Products shall be held at the Client’s disposal, with storage costs invoiced to the Client.
In any case, expired Products may not be returned more than one year after their expiry date. The costs and risks of return shall be borne by the Client.
The Company shall not be held liable and its obligations shall be automatically suspended, without formalities, if the non-performance or delay in the performance of any of its obligations, as described in these CCV, results from a case of force majeure, within the meaning of Article 1218 of the French Civil Code.
The following shall be considered as force majeure, without the Company being required to establish the characteristics defined in Article 1218 of the French Civil Code: situations of war (declared or undeclared), regardless of the countries involved in the conflict, having a direct or indirect impact on the manufacture or marketing of the Products, civil war, riot and revolution, acts of piracy, strike, sinking, shortages of raw materials, inability to be supplied for any reason whatsoever, machine breakdowns, shortages of means of transport, epidemics or pandemics as well as measures taken by the competent authorities, in France or abroad, intended to limit the spread of an epidemic or pandemic, whether or not in the context of a declared state of health emergency. However, this suspension shall not apply to payment obligations.
The Company’s obligations shall be suspended for as long as the Company is unable to perform them due to the invoked case of force majeure.
In the event of a fortuitous event or force majeure within the meaning of this article, the Party affected by the force majeure shall inform the other Party by any means as soon as possible and no later than seventy-two (72) hours, of its inability to perform its obligations due to force majeure. The suspension of obligations shall in no case give rise to liability for non-performance of the obligation concerned, nor to the payment of damages or late penalties.
In the first instance, cases of force majeure shall suspend the performance of these CCV and of the current order.
Consequently, as soon as the cause of the suspension of their respective obligations ceases to exist, the Parties shall resume the performance of their contractual obligations as soon as possible. To this end, the prevented Party shall notify the other Party of the resumption of its obligation by the means of its choice.
In the event that the impediment and therefore the suspension continue beyond a period of two (2) months, these CCV and the current order shall be automatically terminated.
No predetermined penalty, for any reason whatsoever, shall be accepted by the Company unless previously and expressly agreed in writing by the Company, notwithstanding any clause or provision to the contrary that may appear in the Client’s purchasing conditions or in any other document issued by the Client. Accordingly, no penalty, whether fixed or otherwise, for any reason whatsoever, may be unilaterally invoiced to the Company or deducted from the sales invoices issued by the Company, unless previously and expressly agreed in writing by the latter. Any unilateral debit, in any form whatsoever, made by the Client in violation of these provisions shall be deemed a payment incident, entitling the Company to refuse any new order, stop deliveries relating to current orders, and suspend the payment of rebates and other financial advantages.
In the event of a breach by the Company of any of its obligations, it is expressly recalled that only the actual damage suffered, duly proven and assessed by the Client, may give rise to compensation. To this end, the Client must provide the Company, within one (1) month from the alleged breach, with any document evidencing the actual damage suffered (dated and signed delivery note, etc.) and allow sufficient time, in any case at least one (1) month, for the Company to analyze these documents and, where applicable, contest the penalty claim. In the absence of agreement between the Parties regarding the alleged breach and the amount of the indemnity claimed, the assessment of the damage suffered shall be determined by an expert appointed by the President of the territorially competent Commercial Court, at the request of the most diligent party.
By express derogation from the provisions of Article L.110-4 of the French Commercial Code, any claim by the Client relating to the entire commercial relationship with the Company shall not be taken into account after the expiration of a period of one (1) year from the end of the calendar year in which the amount in question became due.
In the event that the Client becomes aware of:
The Client must provide their profession, the Product concerned, all available information about the consumer (age, gender, date of birth), as well as a description of the adverse event(s) / quality complaint(s) / request(s) for information.
With regard to Medical Devices, the Client undertakes to immediately report any incident or risk of a serious incident to the ANSM (French National Agency for Medicines and Health Products Safety) via the reporting portal for adverse health events of the Ministry of Health and Solidarity, or to the Local Correspondent for materiovigilance within their healthcare institution (Articles L.5212-2 and R.5212-14 to 16 of the French Public Health Code).
Similarly, the Client undertakes to report any other adverse health event brought to their attention in connection with the resale of Products concerning a cosmetic or a dietary supplement, via the reporting portal for adverse health events of the Ministry of Health and Solidarity.
In accordance with Articles 1104 and 1112 of the French Civil Code, the Parties agree to perform their obligations in perfect good faith.
The Parties declare their commitments to be sincere.
As such, they declare that they are not aware of any element which, had it been disclosed, would have altered the consent of the other Party.
The headings of the clauses of these GCS are included for information purposes only and shall in no way affect the meaning or interpretation of said GCS. In the event that the heading of a clause creates confusion regarding the understanding of the clause itself, it shall be disregarded.
If one or more provisions of these GCS are held to be invalid or declared as such pursuant to a law, regulation, or a final decision of a competent court, the other provisions shall remain in full force and effect.
These GCS express the entire obligations of the Parties.
No general or specific condition appearing in documents sent or provided by the Parties may be incorporated into these GCS.
The Company and the Client acknowledge that, in the course of performing their commercial relationship, they may be entrusted with confidential information of a technical, commercial, marketing, or financial nature (such as innovation projects or of any other nature), or relating to elements subject to intellectual or industrial property rights. This list is not exhaustive.
The information transmitted or collected by the Company in connection with an order is by nature considered confidential and covered by professional secrecy. Such information shall not, under any circumstances, be disclosed to third parties. The Company and the Client guarantee the confidentiality of all information, whether written or oral, that they become aware of in the course of performing their commercial relationship, and they undertake not to disclose it to anyone other than those duly authorized to receive it, failing which they shall be liable for the resulting damages. They also undertake to take all appropriate measures with respect to their personnel to ensure that none of the aforementioned information is disclosed to third parties.
This provision shall not prevent disclosures required by judicial or administrative order.
The Client and the Company undertake, in the context of the collection and processing of personal data, to comply with the provisions of Law No. 78-17 of January 6, 1978 on Information Technology, Data Files and Civil Liberties, as amended in particular by Adaptation Law No. 2018-493 of June 20, 2018 on the protection of personal data, as well as Regulation (EU) 2016/679 of April 27, 2016 (“GDPR”) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
The Company, as data controller, processes personal data for the management of its relationships with its clients, including the Client, for the performance of the sales contract concluded with them. The information collected is essential for this processing and is intended for the relevant departments of the Company and, where applicable, its service providers and/or subcontractors. Data are retained for the entire duration of the commercial relationship, and for five (5) years after its termination.
Any data subject has the right of access, rectification, deletion, and erasure of the collected data, as well as the right to data portability, the right to be informed in the event of a data breach, and the right to be informed of the use of such data. These rights may be exercised directly with the data controller by sending an email to the following address: gestion@poderm.com, accompanied by a copy of an identity document.
They also have the right to lodge a complaint with the Commission Nationale de l’Informatique et des Libertés (CNIL).
The Client undertakes to inform its employees and collaborators whose personal data may be transmitted to the Company of the contents of this article so that they may exercise their rights.
For further details regarding online orders, the Client may consult the Company’s privacy policy on its website (https://www.expert.poderm.com/policies/privacy-policy).
These GCS have been drafted in French.
In the event of a conflict between the parties or differences in the interpretation of a word or clause, only the French version shall prevail.
In accordance with the provisions of Article R. 541-173 of the French Environmental Code, it is specified that the unique identification numbers (“IDU”) issued by ADEME for products falling under the extended producer responsibility scheme, as set forth in Articles L. 541-10 et seq. of the Environmental Code, marketed by the Company, are as follows:
Printed Paper and Cardboard Packaging: FR208575_01HLJM
These GCS are governed by French law, and French law shall exclusively apply to all contractual relations between the Company and the Client, as well as to any specific agreements that may be concluded, and to any disputes arising therefrom, regardless of their nature. The United Nations Convention on Contracts for the International Sale of Goods (CISG – Vienna Convention) shall not apply.
French law shall apply to both substantive and procedural rules, notwithstanding the places of performance of substantive or ancillary obligations.
The Parties shall endeavor to settle amicably any disputes that may arise from the interpretation, performance, or termination of the commercial relationship between the Company and the Client.
In the event that amicable settlement fails, any disputes between the Parties relating to the validity, interpretation, performance, or termination of this contract shall fall under the exclusive jurisdiction of the competent courts within the jurisdiction of Paris, even in the event of incidental claims, multiple defendants, or third-party proceedings. This jurisdiction clause shall also apply in summary proceedings.
