1.    GENERAL PROVISIONS - DEFINITIONS

1.1  The T&Cs govern any ORDER and ORDER CONFIRMATION of the PRODUCTS between the SELLER and the CLIENT.

1.2  The fact that the CLIENT ORDERS the SELLER'S PRODUCTS implies acceptance of the T&Cs and waiver of reliance on any general purchasing conditions or other document or stipulation contradicting the T&Cs.

1.3  The GTC are subject to negotiation and exemption under the specific conditions stipulated in the SELLER's order CONFIRMATION or invoice.

1.4  The SELLER reserves the right to modify these T&Cs at any time, without notifying the CLIENT.

1.5  Within the framework of these GTC, the terms used below have the following meanings, whether used in the singular or plural:

«CLIENT» refers to professional clients (natural or legal persons) acting within the scope of their professional activity to whom the SELLER offers and sells the PRODUCTS.The CLIENT declares and is presumed to be an experienced professional, aware of the standards and safety rules related to the use of the PRODUCT or similar products and uses it for the needs of their professional activity.

«T&Cs» refers to these general terms and conditions of sale governing the conditions and methods of sale and supply of PRODUCTS by the SELLER to the CLIENT;

«ORDER»: refers to the purchase of PRODUCTS by the CLIENT on the SITE.

«CONFIRMATION» refers to any written document from the SELLER that confirms the receipt of an ORDER from the CLIENT on the SITE and contains all information related to the PARTIES and the PRODUCT(S) purchased.

«PARTIES»: jointly refers to the SELLER and the CLIENT;

«PRODUCTS»: refers to the dental instruments marketed by the SELLER and available for sale on the SITE, in the SELLER's catalogues, technical documentation, quotations or order forms, and intended for professional or specific use according to their characteristics.

«SITE»: refers to the site https://www.prodont-olliger.uk.

«SELLER» refers to the company ACTEON DISTRIBUTION simplified Joint Stock Company, registered in the Bordeaux trade and companies register under number 830 520 029, with a capital of €100,000 and whose registered office is located at 17 Avenue Gustave Eiffel, ZI du Phare, 33700, Mérignac.

 

2.    PRODUCTS

2.1  The PRODUCTS offered for sale by the SELLER are those listed on the SITE, in its catalogues and/or commercial documents on the day of the ORDER, and the information provided therein is purely indicative.

2.2  The PRODUCT offers are valid for the entire duration of the catalogues and commercial documents' validity, subject to the availability of the PRODUCTS at the time the ORDER is received by the SELLER.

2.3  Unless otherwise stated, they are valid for United Kingdom. The SELLER will make its best efforts to regularly update the PRODUCT offers. Its liability cannot be engaged under any circumstances in case of unavailability of a PRODUCT at the time of the ORDER or after it has been placed.

2.4  The SELLER reserves the right to modify the specifications, characteristics, and content of the PRODUCTS for any reason or to withdraw PRODUCTS from its offers. These modifications and/or withdrawals may occur at any time without prior notice, including after the CLIENT's ORDER has been placed, if these modifications result from the application of standards, texts, or regulations applicable to the PRODUCTS, without the SELLER's liability being engaged.

2.5  The SELLER makes every effort to ensure that the graphic representation of the PRODUCTS is as accurate as possible to the PRODUCTS. However, it is possible that the CLIENT's perception of the photographic representation does not exactly match reality. In such cases, the SELLER's liability cannot be engaged, as these graphic representations have no contractual value.

 

3.    ORDERS

3.1  ORDERS must be placed by the CLIENT on the SITE. Any ORDER is only binding from the date of issuance of the ORDER CONFIRMATION. The SELLER reserves the right to refuse all or part of an ORDER: (i) in case of unavailability of one or more PRODUCTS, (ii) in case of a dispute between the PARTIES regarding a previous ORDER and/or invoice payment, and (iii) if the CLIENT has a competing activity to that of the SELLER and uses or has used all or part of the PRODUCTS solely to develop their activity and/or products competing with those offered by the SELLER.

3.2  Any ACCEPTED ORDER cannot be modified.

3.3  Unless expressly agreed otherwise between the PARTIES, no ORDER may be cancelled and/or postponed by the CLIENT. However, the CLIENT acknowledges and accepts that the SELLER may, at any time and at its sole discretion, cancel and/or postpone and/or modify the execution of any ORDER in the event of the occurrence of any event subsequent to the conclusion of the ORDER preventing its execution under normal conditions. The SELLER cannot be held liable for its decision to withdraw or replace any PRODUCT on the SITE, to replace or modify any document or content appearing on the SITE, or to refuse to process or accept an ORDER, even if the SELLER has sent an ORDER CONFIRMATION to the CLIENT.

3.4  Any ORDER of PRODUCTS is subject to the condition that they are available. In this regard, in case of delivery difficulties or if PRODUCTS are no longer in stock, the SELLER reserves the right to offer the CLIENT replacement PRODUCTS of equal or superior quality and value, which the CLIENT would have the option to order. If the CLIENT does not wish to ORDER these replacement PRODUCTS, the SELLER will refund any amounts the CLIENT may have paid.

 

 

4.    PRICE AND TERMS OF PAYMENT

4.1  The prices of the PRODUCTS are those mentioned on the SITE. The transport and insurance costs related to the PRODUCTS will be calculated at the time of placing the ORDERin accordance with the Incoterm EXW.Any tax, duty, levy or other charge payable under the regulations of United Kingdom, or those of an importing country or a transit country, will be borne by the CLIENT.

4.2  The prices of PRODUCTS may be changed at any time and without prior notice by the SELLER and will not affect ORDERS for which the SELLER has already sent a CONFIRMATION, except in cases of obvious errors. Although the SELLER strives to ensure that all prices on the SITE are accurate, errors may occur. If the SELLER discovers an error in the price of the PRODUCTS that the CUSTOMER has ordered, the SELLER will inform the CUSTOMER as soon as possible and the CUSTOMER will have the option either to reconfirm their ORDER at the correct price or to cancel it. If the SELLER is unable to contact the CUSTOMER, the ORDER will be considered cancelled and the CUSTOMER will be fully refunded. The SELLER is not obliged to deliver the PRODUCT(S) at an incorrect price even if the SELLER has sent the CUSTOMER a CONFIRMATION, if the pricing error is obvious and characteristic and could reasonably be identified by the CUSTOMER as such.

The full payment of the price including all taxes for the PRODUCTS must be made by the CLIENT at the time of placing their ORDER on the SITE, according to LYRA’s payment module, and by credit card (Carte Bleue, VISA, Mastercard). Failure to make payment, for any reason, will result in the ORDER not being placed with the SELLER.

4.3  THE SELLER DOES NOT SHARE THEIR BANK DETAILS VIA EMAIL. THESE ARE ONLY INCLUDED ON INVOICES AND ANY CHANGES ARE OFFICIALLY NOTIFIED BY LETTER AND DIRECTLY CONFIRMED BY THE SELLER'S CONTACT PERSON. IN CASE OF DOUBT, THE CLIENT MUST IMMEDIATELY CONTACT THE SELLER'S CONTACT PERSON.

 

5.    DELIVERY

5.1  The PRODUCTS will be delivered to the address provided by the CLIENT when placing the ORDER. The SELLER cannot be held responsible for a delivery error of the PRODUCTS in case the CLIENT has incorrectly provided their address.

5.2  The SELLER makes its best efforts to deliver the PRODUCTS within the timeframes indicated at the time of the ORDER. However, the CLIENT is informed that manufacturing and/or delivery times are given as an indication. Any delay, regardless of its cause, shall not engage the responsibility of the SELLER and/or give rise, for the benefit of the CLIENT, to late penalties, deductions, damages, price reductions or lead to the cancellation of the ORDER and/or the refusal of the delivery of the PRODUCTS.

5.3  Delivery and transfer of risks related to the PRODUCT(S) shall take place at the factory or EXW (Incoterms 2020), at the SELLER's site, unless another delivery method is expressly agreed in writing by the SELLER.

 

6.    RETOUR DES PRODUITS

6.1  Upon delivery of the PRODUCTS, the CLIENT must ensure the conformity of the ordered Products and, if necessary, make the usual reservations on the delivery note (e.g., type of PRODUCTS, quantity, packaging damage). If the CLIENT considers that the delivery is not compliant, they must dispute it with the carrier within forty-eight (48) hours following the delivery and with the SELLER within seven (7) days following the delivery date, in writing, attaching a copy of the corresponding delivery note and the copy of the dispute. If no dispute is made within the required timeframes and forms, the delivery will be deemed compliant with the ORDER. Consequently, receipt without reservation covers any apparent defect, non-conformity, and/or incomplete delivery. Returns can only be made with the prior written agreement of the SELLER according to the terms set out in article 6.4. Returns accepted by the SELLER will result in the free replacement, in the same quantities, of the PRODUCT deemed non-compliant with the ORDER, excluding any compensation or damages, and after verification by the SELLER of the returned PRODUCTS. The CLIENT's use of PRODUCTS that are non-compliant with the ORDER constitutes a waiver of any claim.

6.2  Within a maximum period of seven (7) days from the invoice date, the SELLER allows, subject to prior and express authorization, the return of PRODUCTS for a credit note. To be eligible for a credit note, the CLIENT must return the new PRODUCTS in accordance with the provisions set out in article 6.4.

6.3  The SELLER authorizes the return of PRODUCTS for exchange within a period of seven (7) days from the invoice date. To be eligible for an exchange, the CLIENT must submit a written exchange request to the SELLER. The exchange can only concern (i) a comparable PRODUCT, (ii) with a usage function strictly identical to that of the exchanged PRODUCT, and (iii) of a value at least equal to the return value. If the value of the new PRODUCT exceeds that of the exchanged PRODUCT, the CLIENT then agrees to pay the balance according to the terms set out in article 4.3.

6.4  For each return, for any reason whatsoever (non-conformity, credit or exchange), the CLIENT must obtain the express, prior and written consent of the SELLER. To obtain this consent, the CLIENT must send a written request to the SELLER by email to the following address admin-shopify@acteongroup.com.

Once the express, prior, and written consent of the SELLER has been obtained, the PRODUCTS may be returned by the CLIENT, who then undertakes to ensure that the returned PRODUCTS are in good condition, complete (accompanied by their accessories, manuals, etc.), in their original packaging intact, unaltered, properly protected, and without any additional annotations or labels. The costs and risks of return will be borne by the CLIENT. Consequently, it is recommended that the CLIENT return the Products using a transport method offering guarantees similar to those provided for the initial transport and in additional packaging ensuring the integrity of the PRODUCTS during transport. PRODUCTS sold in kits or sets cannot be returned separately.

 

7.    WARRANTY

7.1  The duration of the SELLER's warranty against any manufacturing defect is twenty-four (24) months from the date of the PRODUCT invoice, except for CONSUMABLES which do not benefit from a commercial warranty.

7.2  The SELLER's warranty is limited, at its discretion, to free replacement, refund or repair of PRODUCTS deemed defective, excluding any other claims, compensation or damages, and provided that the CLIENT notifies the SELLER of the defect immediately upon its discovery, by any written means during the warranty period stipulated in the article.

7.3  The CLIENT acknowledges and accepts that interventions under the warranty cannot have the effect of extending it.

7.4  Any return of a defective PRODUCT must be subject to prior written agreement from the SELLER, according to their instructions and in the original packaging. The SELLER may, at their sole discretion, condition the above warranty on the actual return of the PRODUCT in question, under the above conditions. The shipping costs for PRODUCTS under the SELLER's warranty are borne by the SELLER.

7.5  Any warranty or liability is excluded for any defect, fault or imperfection resulting from an external event, an accident, normal wear and tear, use and/or maintenance not in accordance with the SELLER's instructions or their use under conditions unsuitable for their intended purpose, lack of supervision of the PRODUCTS, non-compliance with applicable standards, their lack of maintenance and their repair or modification not authorized by the SELLER and/or carried out by a person not approved by the SELLER, prolonged storage or storage under poor conditions, or damage resulting from force majeure, or resulting from accidental events or attributable to natural causes.

 

8.    RESPONSABILITY

8.1  The SELLER's liability towards the CLIENT regarding the PRODUCT, including, notably, for any apparent or hidden defect, non-conformity, fault or other, or under its contractual or non-contractual civil liability, is expressly limited to compensation for material and direct damages and excludes any immaterial or indirect damages (such as, notably, loss of business, production stoppage, loss of profit, consequential damage, damage to reputation or moral harm, loss of opportunity).

8.2  In any event, assuming the SELLER's liability is established, it will in any case be limited to the amount of the price of the PRODUCTS actually paid by the CLIENT under the relevant ORDER.

8.3  The SELLER's liability must be enforced within one (1) year from the occurrence of the damage, failing which any action concerning it will be time-barred.

8.4  The CLIENT undertakes to hold the SELLER harmless against any action brought against the latter by any third party, for any claim resulting directly or indirectly from the ORDER or the PRODUCTS and exceeding the warranty stipulated in the GTC.

 

9.    RESOLUTION

Any failure by the CLIENT to fulfil its obligations under these terms shall entitle the SELLER, at its sole discretion, either to immediately suspend the execution of any ongoing ORDER as well as deliveries upon simple presentation of a written notice, whether paper or electronic, or to terminate the ORDER(S) at the sole fault of the CLIENT, either immediately if the CLIENT cannot remedy its failure, or after a period of fifteen (15) days from the receipt by the CLIENT of a written notice, whether paper or electronic, specifying the alleged failure, and this without prejudice to any damages. In the event of termination of the ORDER(S), regardless of the reason, all amounts owed to the SELLER shall become immediately payable.

 

10.  FORCE MAJEURE

The SELLER shall not be held liable for a failure to fulfil its obligations due to unforeseeable, irresistible events beyond its control ("Force Majeure"),Force Majeure such as, without this list being exhaustive: (i) fire, explosion and natural disasters, including flooding, lightning, storm, typhoon, tornado, earthquake, landslide, epidemic, pandemic; (ii) war, civil war, act of terrorism, riot, civil unrest, blockade, insurrection, coup d’état, revolution, rebellion or act of sabotage; (iii) strike, factory closure, or labour dispute even affecting the employer; and (iv) act of government, acts of any government, confiscation, embargo. In the event of a delay in performance attributable to a Force Majeure event, the delivery date or performance deadline shall be postponed for a period at least equal to the duration of the Force Majeure event. If the Force Majeure event persists for more than three (3) months, either Party shall have the option to terminate without compensation the ORDER(S) or the part of the ORDER(S) affected by the Force Majeure, subject to seven (7) days' written notice to the other Party.

 

11.  PERSONNAL DATA

As part of its commercial activities, FINAPOLLINE, jointly responsible with its affiliated companies (SELLER), collects and processes personal data relating to the CLIENT, in accordance with the General Data Protection Regulation (GDPR) and any other applicable national legislation. The purposes of the processing are the proper execution of ORDERS, the management of ORDERS and deliveries, the performance of after-sales service operations, the management of marketing and commercial prospecting operations, the management of commercial relations and communications with the CLIENT, and any other similar purpose necessary for the proper execution of the SELLER's contractual or legal obligations. The legal bases for the processing are the execution of ORDERS, compliance with legal obligations, as well as the SELLER's legitimate interest. In the event of the CLIENT's refusal of the processing, they cannot claim incomplete execution of ORDERS by the SELLER. For the purposes mentioned above, personal data may be transmitted to subcontractors or partners of FINAPOLLINE or the SELLER, strictly to the extent necessary for the execution of the entrusted services. These subcontractors are required to respect the confidentiality and security of personal data, in accordance with legal and contractual requirements. These data will be retained for the duration necessary to achieve the purposes for which they were collected. When they are no longer needed for this purpose, the data will be deleted using appropriate security measures to ensure their pseudonymisation or total destruction. Subject to the legal obligations of FINAPOLLINE or the SELLER, the CLIENT may exercise their rights of access, restriction, rectification, objection, and deletion with FINAPOLLINE SAS, Legal Department, 17 avenue Gustave Eiffel, 33700 MERIGNAC, protectiondonnees@acteongroup.com. The CLIENT may also file a complaint with the CNIL.

 

12.  ETHIC AND COMPLIANCE

The CLIENT declares to be in compliance with all international conventions, laws, or regulations applicable to them, particularly and without limitation regarding competition rules, anti-corruption measures, anti-gift and transparency provisions, conflicts of interest, prohibition of discrimination, respect for privacy, and the protection of personal data and the environment. The CLIENT declares that they are not subject to trade sanctions imposed, particularly and without limitation, by the United Nations, the European Union, and/or the United States. The CLIENT agrees to provide, upon the SELLER's request, any documentation proving the accuracy of this declaration. It is understood that the SELLER's obligations arising from the ORDERS are conditional upon the accuracy of the above declarations. Furthermore, the CLIENT undertakes to indemnify the SELLER against any liability resulting from any failure on their part in this regard.

 

13.  CONFIDENTIALITY

The CLIENT undertakes to maintain the confidentiality of all information communicated by the SELLER in relation to the PRODUCT(S), including, but not limited to, the ORDER, the price, the composition, the application, and the use of the PRODUCT(S). The CLIENT must not use this information outside the scope of the ORDER, nor disclose this information to third parties without the prior written consent of the SELLER. If the BUYER is not the end user, they undertake to ensure that the end user complies with the same confidentiality obligations.

 

14.  INTELLECTUAL PROPERTY

15.  All know-how, invention, patent, trademark, copyright, software or any other intellectual property right used, incorporated or developed in the PRODUCT(S) as part of the ORDER by the SELLER remains its exclusive property.

16.  The CLIENT is prohibited, directly or indirectly, from any exploitation, adaptation, as well as any practice of analysis, disassembly, and reverse engineering on the intellectual property rights of the SELLER outside the normal use of the PRODUCT(S).

 

17.  APPLICABLE LAW – LANGUAGE – DISPURE RESOLUTION

17.1 THESE TERMS AND CONDITIONS, AS WELL AS ALL ORDERS CONCLUDED PURSUANT TO THEM, ARE GOVERNED BY THE LAW OF THE SELLER'S STATE TO THE EXCLUSION OF THE PROVISIONS OF THE VIENNA CONVENTION OF 21 APRIL 1980.

17.2 THE LANGUAGE OF THE TERMS AND CONDITIONS IS THE LANGUAGE OF THE SELLER. IN CASE OF CONTRADICTION WITH A VERSION WRITTEN IN ANOTHER LANGUAGE, THE VERSION IN THE SELLER'S LANGUAGE SHALL PREVAIL.

17.3 ANY DISPUTE RELATING TO THESE TERMS AND CONDITIONS, AN ORDER OR A PRODUCT, AS WELL AS ANY LEGAL RELATIONSHIP, EVEN TORTIOUS, RESULTING THEREFROM, WHICH IS NOT RESOLVED AMICABLY WITHIN 30 DAYS OF ITS NOTIFICATION, SHALL BE SETTLED BY THE COMPETENT COURT IN THE JURISDICTION WHERE THE SELLER'S REGISTERED OFFICE IS LOCATED, NOTWITHSTANDING THIRD-PARTY CLAIMS, MULTIPLE DEFENDANTS OR CONNECTED CASES, INCLUDING SUMMARY PROCEEDINGS OR APPLICATIONS.