Terms and conditions of sales for professionals

GENERAL TERMS AND CONDITIONS OF SALE FOR PROFESSIONALS

ARTICLE 1 — DEFINITIONS

In these general terms and conditions of sale and their appendices, the following terms, used with a capital letter and interchangeably in the singular or the plural, shall have the following meanings:

Company: means BACK2SLEEP, a simplified joint-stock company (société par actions simplifiée) whose registered office is located at 188 rue de Rivoli, 75001 PARIS, with a share capital of 150 000 euros, registered with the PARIS Trade and Companies Register (RCS) under number 914 906 268;

Customer: means any natural or legal person, public or private, acting for purposes falling within the scope of its commercial, industrial, craft, liberal or agricultural activity on French territory, including where it acts in the name of or on behalf of another professional, and placing an Order for Products;

Product(s): means any item offered, whether as a main item or an accessory, by the Company and capable of being the subject of an Order by the Customer;

Catalogue(s): means all paper and/or electronic media presenting the Products offered for sale by the Company;

Order: means the order placed by the Customer with the Company for the Product(s);

Order Confirmation: means the formal acceptance of the Order by the Company;

Contract: means the contractual documents, as defined in ARTICLE 2 hereof, governing the relationship between the Parties;

Price List: means the price of the Products in force;

Party(ies): means individually the Customer or the Company, or collectively the Customer and the Company;

T&Cs: means these general terms and conditions of sale of the Company governing the relationship between the Parties;

Special Conditions: means the contractual document setting out the specific features of the Contract, signed by all the Parties;

Purchase Order(s): means the form by which the Customer places an Order with the Company;

Website: means the Company's website, accessible at the following address: https://www.back2sleep.eu

ARTICLE 2 — PURPOSE - CONTRACTUAL DOCUMENTS - ACCEPTANCE OF THE CONDITIONS

These T&Cs apply to all sales made by the Company to Customers.

The relationship between the Parties is governed by the Contract, to the exclusion of any other document.

The Contract is made up of the following documents, which form an indivisible contractual whole, in decreasing order of priority:

where applicable, the Special Conditions, including their appendices;
where applicable, the Customer's Purchase Orders;
the latest version of the T&Cs.

In the event of a contradiction between the documents mentioned above, the higher-ranking document shall prevail in respect of the obligation in question.

The Customer declares that it has read and accepted these T&Cs without reservation, apart from the specific conditions set out, where applicable, in the Special Conditions and the Purchase Orders. Furthermore, the Customer expressly waives any conditions of purchase or any other commercial document, unless expressly accepted in handwriting by the Company in the Special Conditions and the Purchase Orders. The same applies to any addition made by the Customer to the Purchase Orders and Special Conditions: such additions shall only be accepted subject to the conditions above.

These T&Cs may be amended by the Company at any time. Amendments to the T&Cs apply from the time they are posted online and cannot be applied to transactions concluded previously. The version applicable to the Customer's purchase is the version in force on the Website on the date of the Order.

ARTICLE 3 — CUSTOMER'S DECLARATIONS

The Customer declares that it is acting within the scope of its commercial, industrial, craft, liberal or agricultural activity on French territory, including where it acts in the name of or on behalf of another professional, and that the provisions of Article L. 221-3 of the French Consumer Code do not apply to it.

It also declares that it is a professional in the sector and therefore authorised to sell the Company's Products, and in particular medical devices as defined in Article L. 5211-1 of the French Public Health Code.

ARTICLE 4 — ORDERS

4.1. Orders by post, e-mail, telephone or fax

Orders are placed by telephone, e-mail, post or fax with the Company by the Customer, who states its name, its delivery and invoicing addresses, the quantities and references ordered and, where applicable, its customer number.

A Purchase Order is available for this purpose.

4.2. Order on the Website

Orders are placed by the Customer by selecting the Product offers available — Starter-Kit or Back2sleep products — on the Website, in accordance with the following process:

identification of the Customer by its login details and password in order to access its Personal Account, or in guest mode;
selection of the Product(s) (Starter-Kit or Back2sleep Products);
before final validation, the Customer views the details of its Order; it may make any desired changes to the contents of its basket (only the quantities need to be entered by the Customer);
acceptance by the Customer of:
the terms of use of the ordering interface,
the privacy policy,
these T&Cs,

by ticking the boxes on the "summary" page of the Order on the Website.

By ticking the aforementioned boxes, the Customer declares that it has read and accepted without reservation the T&Cs and the other documents mentioned before validating its Order.

4.3. Validation of the Order

Validation of the Order implies acceptance by the Customer, in full knowledge of the facts and without reservation, of the quantities, Products and services, together with the obligation to pay for them.

4.4. Conditions common to all Orders

The Order will only be taken into account by the Company if the Customer has clearly identified itself by providing the information required in the Purchase Order (name, address, telephone number, e-mail address, correct delivery and invoicing addresses, etc.).

Product offers are valid for as long as they are visible on the Website, within the limits of available stock.

The information provided by the Customer when placing an Order is binding, in particular in the event of an error.

The minimum Order is 60 boxes of medical devices.

The Products sold are strictly intended for resale within the Customer's usual network. By placing an order, the Customer undertakes not to resell the Products through any distribution channel likely to harm the Customer's image and/or consumer safety, in particular through a marketplace. The Company points out that the Products sold are medical devices and that precautions must be taken when selling them.

The Company reserves the right to cancel or refuse any Order from a Customer with whom there is a dispute relating to the payment of a previous Order.

4.5. Order Confirmation — Formation of the Contract

The Order placed by the Customer constitutes a firm offer to purchase. The Contract is formed, and binds the Company, only upon the sending to the Customer of an Order Confirmation by the Company, by e-mail. Acceptance of the Order is at the sole discretion of the Company and remains subject to verification of the availability of the Products in stock, carried out within a reasonable time.

In the absence of an express Order Confirmation, dispatch of the Products by the Company shall constitute acceptance of the Order and shall form the Contract on the date of dispatch.

The confirmation e-mail sent to the Customer summarises all the elements relating to the Order (products, services, prices, charges, quantity, etc.). It is the Customer's responsibility to check the accuracy of the Order and to report any error immediately.

Internet Orders require the Customer to have a valid e-mail address and an inbox. Failing this, the Customer will not be able to receive written confirmation of the Order.

The Customer is advised to keep this confirmation or to print it.

In certain cases, in particular in the event of non-payment, an incorrect address or any other problem relating to the Personal Account, the Company reserves the right to block the Order until the problem is resolved.

The Company reserves the right to cancel or refuse the Order of a Customer with whom there is a dispute relating to the payment of a previous Order.

4.6. Cancellation - Amendment of the Order

No cancellation or amendment of the Order by the Customer after acceptance by the Company is permitted.

ARTICLE 5 — CATALOGUE(S) - AVAILABILITY OF PRODUCTS

The Company reserves the right to modify at any time, without prior notice, the range of Products offered for sale in its Catalogues. Product offers made by the Company are subject to availability.

The Company does its utmost to provide Customers with the most complete information concerning the Products offered in its Catalogues.

However, this information is provided for guidance only, and the Company does not guarantee its accuracy, currency or completeness. The texts are provided for information purposes only, and the photographs of the Products offered by the Company are provided for illustrative purposes only; they have no contractual value.

The information and/or documents available in the Catalogues may be modified at any time and may have been updated without prior notice.

In addition, the Company reserves the right to replace any Product in an Order, even after confirmation by the Company, with another Product having the same essential characteristics.

Customers who are healthcare professionals may consult the blog and a document base to help them make choices and use the Products; other Customers may only access the document base.

The Customer is invited to pay particular attention to the provisions of ARTICLE 14 of the T&Cs.

ARTICLE 6 — PRICE OF THE PRODUCTS AND DELIVERY CHARGES

By express agreement between the Parties, the prices are those set out in the Price List in force on the date of the Order. They are expressed in euros.

Prices are exclusive of taxes, packaging, transport, delivery and insurance, which are invoiced in addition, in accordance with the conditions set out in the Price List, and are calculated before the immediate purchase or the placing of the Order.

Packaging, dispatch, transport and insurance costs depend on the composition and size of the Order.

These Price Lists are firm and non-revisable during their period of validity, as indicated in particular on the website https://back2sleep.eu, the Company reserving the right, outside this period of validity, to change prices at any time.

An invoice is issued by the Company and given to the Customer upon delivery of the Products.

Taxes, customs duties, import charges, transit charges or other local or state taxes may be payable. They are the sole responsibility of the Customer, both as regards declaration and payment.

ARTICLE 7 — PAYMENT

7.1. Payment terms - Late payment

The price is payable in full, by secure payment, as follows:

by bank card;
by telephone, by providing bank details;
by bank transfer;
by payment link (Stripe).

In the event of payment by cheque, the cheque must be issued by a bank domiciled in metropolitan France or Monaco. The cheque will be cashed immediately.

Invoices issued by the Company are payable at its address in France (188 rue de Rivoli, 75001 PARIS) within 30 (thirty) days from the date of the invoice, without discount. No discount is granted for cash or early payment. The first three Orders are payable no later than upon receipt of the invoice, without discount.

In the event of deferred payment or payment by instalments, payment within the meaning of this article means the effective and full payment of the sums due on the agreed due date.

By express agreement, and unless a request for postponement has been made by the Customer and granted by the Company at least ten (10) days before the due date, failure to pay invoices by the due date shall entail:

the immediate payment of all sums due to the Company by the Customer, whatever the method of payment, without prejudice to any other action which the Company may take against the Customer;
the payment of a penalty equal to 15 % of the price of the Products appearing on the said invoices, inclusive of all taxes, by way of damages;
the payment of late-payment interest equal to five (5) times the statutory interest rate.

The aforementioned penalties are payable without any need for a formal notice, without prejudice to any other action which the Company may be entitled to take against the Customer in this respect. In addition to these penalties, the fixed indemnity for recovery costs of forty (40) euros provided for by the French Commercial Code, or any claim for compensation for greater loss, shall be added.

Furthermore, the Company reserves the right, in the event of non-compliance with the payment conditions above, to refuse, suspend or cancel the supply of the Products ordered by the Customer and/or to suspend the performance of its obligations.

7.2. Invoice disputes

In the event of an error on an invoice issued by the Company, the Customer has a period of seven (7) working days from the sending of the invoice to request a correction. This request may be made in writing or by any means available to the Customer (letter, fax or e-mail). After verification by the Company, and in the event of a proven error, an adjustment credit note will be issued by the Company. Disputes relating to one service shall in no circumstances suspend payment for the other services.

Set-off of amounts due for different services is unlawful without the written consent of the Company. The same applies to debit notes, penalties of any kind or requests for credit notes. In all cases, the Company must be given the opportunity to make observations. Only after such observations and the conclusion of a written agreement between the Parties shall set-off between reciprocal, liquid and payable claims be applicable within the meaning of this article.

ARTICLE 8 — DISCOUNTS AND REBATES

The Customer may benefit from the discounts and rebates set out in the Company's Price List, depending on the quantities purchased or delivered by the Company at a single place and at a single time, or on the regularity of its orders.

The Price Lists take into account any discount granted by the Company, in particular on the website https://back2sleep.eu.

ARTICLE 9 — RETENTION OF TITLE CLAUSE

The Company retains full ownership of the Products until full payment of the price together with any accessories, ancillary costs and taxes.

Until that date, the Customer may in no circumstances dispose of the Products without the prior express consent of the Company.

Consequently, the sale, pledging or contribution to a company of the Products is formally prohibited to the Customer. The Customer undertakes to notify the Company, on the same day and by registered letter, of any protest, summons, seizure and, more generally, of any event that may in any way affect the Company's ownership rights over the Products, which must remain the unseizable property of the Company.

In particular, the Customer undertakes to identify the goods delivered in its warehouses or under its control, so that they may be inspected at any time by the Company's employees, until they have been paid for in full.

In the event of non-payment or partial payment by the due date, the Company reserves the right to request the return of the Products by registered letter with acknowledgement of receipt.

Any deposit paid by the Customer shall be retained by the Company by way of a fixed indemnity, without prejudice to any other action it may be entitled to bring against the Customer as a result. On the other hand, the risk of loss and deterioration shall pass to the Customer upon delivery of the Products.

The Customer therefore undertakes, at its own expense, to insure the Products, for the benefit of the Company, under an ad hoc insurance policy, until full transfer of ownership, and to provide proof thereof to the Company upon delivery, at the Company's request. Failing this, the Company shall be entitled to defer delivery until such proof is provided.

ARTICLE 10 — DELIVERY TIMES AND DISPATCH

Delivery times are given for guidance only; delays may in no circumstances justify the cancellation of an Order by the Customer, even if it has been confirmed by the Company, nor give rise to damages of any kind for loss of use or otherwise.

In particular, no late-delivery penalty may be claimed.

In the case of special production, a delay in delivery may never result in the cancellation of an Order.

The Company is authorised to make deliveries in whole or in part.

ARTICLE 11 — TRANSFER OF RISK

The risks and liability relating to the Products sold are transferred to the Customer as soon as they are taken over by the carriers from the Company's stock, even in the case of carriage-paid delivery. The Products are insured only on the express instruction of the Customer and at its expense. The Products are delivered to the place indicated by the Customer in the Order, but exclusively at ground level, unless expressly agreed otherwise by the Company.

ARTICLE 12 — RECEIPT - COMPLAINTS

Upon receipt of the Products, it is the Customer's responsibility to check, in the presence of the carrier, the quantities as well as the apparent condition of the Products delivered and of their packaging.

In the event of loss or damage upon receipt, the Customer must express any reservations in accordance with Article L. 133-3 of the French Commercial Code. In the event of a complaint, the Customer must inform the Company of any anomaly within 48 (forty-eight) working hours from the date of delivery of the Order.

Any reservation expressed at the time of delivery must be noted on the delivery note. Reservations must be explicit. Reservations such as "subject to unpacking" have no legal value.

It is the Customer's responsibility to provide proof of any complaint. Such complaints do not release the Customer from paying the price due on the due date.

Products such as medical devices may not be the subject of a complaint by the Customer if their original packaging has been unpacked, opened or damaged by the Customer.

ARTICLE 13 — EXCHANGE - REFUND

Any request by the Customer for the return or exchange of Products must be formally approved by the Company.

Only Products returned intact, in their original and unopened packaging, may be exchanged or refunded.

Likewise, medical device Products may not be exchanged or refunded if their original packaging has been unpacked, opened or damaged by the Customer.

Since the dispatch costs have been "consumed" in delivering the parcel, they will not be refunded under any circumstances.

The costs of returning the Products shall be borne by the Customer.

The exchange or refund shall take place only after receipt of the Products concerned by the Company at the following address: Back2Sleep — Atelier Georges Lapierre, 31 avenue des Châtaigniers, 95150 Taverny (France).

ARTICLE 14 — PRODUCT COMPLIANCE - LIABILITY

The Products offered in the Catalogues comply with the French legislation in force. The Company cannot be held liable in the event of non-compliance with the legislation of the country to which the Product is delivered (for example, in the event of a Product being prohibited). It is the Customer's responsibility to check with the local authorities the possibility of importing or using the Products that the Customer wishes to order.

The Customer must comply with all applicable laws, regulations and requirements.

The medical devices sold by the Company are regulated healthcare products which, in accordance with those regulations, bear the CE marking. Unless expressly stipulated otherwise, the Company guarantees the suitability of the Product only for the use for which it was designed, and not for the use to which it may be put by the Customer.

The Customer must strictly comply with the instructions relating to each Product, it being specified that the information provided may in no circumstances be a substitute for medical advice.

The Customer undertakes to familiarise itself with the possible side effects, contraindications and strict conditions of use (prior test to determine the size, duration of use) and, where necessary, to consult a healthcare professional. It also undertakes to comply strictly with the conditions of use set out in the instructions for use enclosed with the Products.

The Company is in no way intended to provide advice or consultations in health or pharmaceutical matters. Any information of this kind must be sought from a doctor, pharmacist or other healthcare professional.

Consequently, the Customer acknowledges that it is fully informed that the information provided by the Company is in no way intended to:

give a medical opinion;
provide a diagnosis;
replace the consultation, advice or recommendations of a healthcare professional.

The Customer undertakes to notify the Company immediately in the event of an incident or a medical device vigilance (materiovigilance) matter, stating the references and numbers of the batches concerned.

The Customer may send to the Agence Nationale de Sécurité du Médicament et des Produits de Santé (ANSM) any report or alert concerning a medical device product likely to have an adverse effect via the following link: https://ansm.sante.fr/documents/reference/declarer-un-effet-indesirable

The Company can only be held liable in the event of gross negligence, intentional misconduct or fraud. The Company's liability may only be incurred in the event of proven fault or negligence, and is limited to direct losses, to the exclusion of any indirect loss of any kind whatsoever.

In the event that the Company is liable for any damage in accordance with the preceding paragraph, its liability for damages and reimbursements, whether contractual, extra-contractual or of any other nature and whatever their legal nature, shall be limited to the amount of the foreseeable damage generally generated for this type of contract. The exclusions and limitations of liability stipulated above do not apply to claims by the Customer relating to death, personal injury and damage to health and, more generally, to any claim excluded from the scope of such clauses limiting or excluding liability under mandatory legislative provisions. The Company declines all liability for any loss or damage caused by an event of force majeure as recognised by case law.

ARTICLE 15 — INTELLECTUAL PROPERTY

All signs, logos and other distinctive marks affixed to the Products are the exclusive property of the Company. The company names, trade names, trade marks, logos and distinctive signs reproduced in the Catalogues and on the Website are protected by trade mark law and intellectual property rights. The reproduction or representation of all or part of these signs is strictly prohibited and requires the prior written authorisation of the Company.

The medical device Products are also protected by patents.

All texts, comments, works, illustrations, creations and images reproduced or represented in the Catalogues are strictly reserved under copyright and intellectual property law, for the whole world. As such, and in accordance with the provisions of the French Intellectual Property Code, only use for private purposes is authorised, subject to different, or even more restrictive, provisions of the French Intellectual Property Code. Any total or partial reproduction or representation of the Catalogues or of all or part of the elements present on the Website is strictly prohibited and may constitute infringement.

These T&Cs do not entail any transfer of licence or of any right to use patents or any other intellectual property right of the Company to the Customer in respect of the Products, the Catalogues and the Website and their content.

If the Customer wishes to use all or part of the Company's intellectual property rights to promote the Products, it must first obtain the written authorisation of the Company and provide a complete file on the planned operation.

ARTICLE 16 — INTUITU PERSONAE - ASSIGNMENT OF CONTRACT - SUBCONTRACTING

The Contract is entered into intuitu personae, in consideration of the person and the skills of the Customer. Consequently, the Customer may not assign, contribute or transfer all or part of the Contract, in any form whatsoever, without the prior written consent of the Company.

In the absence of such consent, the Company shall be entitled to terminate the Contract with effect from the completion of the transaction, without the Customer being entitled to claim any compensation.

The Customer undertakes to inform the Company immediately of any event that may result in a change of control on its part, and the Company reserves the right to terminate the Contract with three months' notice and without compensation, in the following cases:

death or incapacity of the Customer;
sale, contribution to a company or transfer of the Customer's business;
change in the Customer's management;
change in the effective control of the Customer;
dissolution of the customer company, in compliance with legal provisions.

The Company may transfer the Contract to any Group company or to any member of its distribution network, and may subcontract all or part of its obligations.

ARTICLE 17 — TERMINATION CLAUSE

17.1. Termination for a sufficiently serious failure to perform an obligation

In the event of a sufficiently serious failure to perform any of the obligations incumbent on the other Party, the Party suffering the failure may, notwithstanding the clause "Termination for a Party's breach of its obligations" set out below, notify the defaulting Party, by registered letter with acknowledgement of receipt, of the termination of this Contract through the fault of the defaulting Party, fourteen (14) days after the sending of a formal notice to perform that has remained without effect, pursuant to the provisions of Article 1224 of the French Civil Code.

17.2. Termination for a Party's breach of its obligations

In the event of failure by either Party to comply with the following obligations:

the supply of the Product(s) ordered (ARTICLE 10);
timely payment (ARTICLE 7);
compliance with intellectual property rights (ARTICLE 15);
compliance with the intended use (ARTICLE 14),

the Contract may be terminated at the discretion of the injured Party.

It is expressly understood that termination for a Party's breach of its obligations shall take place ipso jure, the formal notice resulting from the mere fact of the failure to perform the obligation, without any summons or completion of formalities.

ARTICLE 18 — CONFIDENTIALITY

Each of the Parties hereto undertakes to treat as confidential all information of any kind whatsoever and on any medium whatsoever received from the other Party, and to refrain from disclosing such information to unauthorised third parties for the period of validity of this agreement and the five (5) years following it.

Each of the Parties undertakes to take all necessary measures to ensure that its employees comply with these confidentiality obligations.

The provisions of this article do not apply to information that:

is already known to the other Party, provided that it was not disclosed to it by a third party bound to the disclosing Party by a confidentiality agreement;
is obtained directly by one of the Parties in the course of its own work;
is in the public domain;
is disclosed by either Party at the request of a competent judicial authority, provided that it has duly informed the other Party, in strict compliance with the confidentiality of the proceedings.

ARTICLE 19 — ENTIRE AGREEMENT

The Contract, as defined in ARTICLE 2 hereof, brings together all the commitments made by the contracting Parties relating to the supply of the Products by the Company to the Customer. It cancels and replaces all prior written or oral agreements, as well as any proposals or offers of contract made by either Party.

Neither of the Parties may be held liable beyond what is expressly agreed in this Contract.

ARTICLE 20 — PARTIAL INVALIDITY OF THE CONTRACT

The nullity or unenforceability of any of the stipulations of the Contract shall not entail the nullity of the other stipulations, which shall retain their full force and scope.

However, the Parties may mutually agree to replace the invalidated stipulation(s).

ARTICLE 21 — HEADINGS

The headings of the articles are given for guidance only. In the event of a contradiction between the heading and the body of an article, it is understood that the body of the article shall prevail.

ARTICLE 22 — AMENDMENT OF THE CONTRACT

Any amendment to the Contract must be the subject of a written agreement, signed by the persons duly authorised for that purpose by each Party.

ARTICLE 23 — WAIVER

Any waiver, whatever its duration, of the right to invoke the existence or the total or partial breach of any of the clauses of the Contract shall not constitute an amendment or deletion of the said clause, nor a waiver of the right to invoke prior, concurrent or subsequent breaches of the same or other clauses.

Any waiver shall only be effective if it is expressed in writing by the person duly authorised for that purpose.

ARTICLE 24 — APPLICABLE LAW - LANGUAGE OF THE CONTRACT

By express agreement between the Parties, this Contract is governed by French law, to the exclusion of any other legislation.

The text is drafted in French. Should it be translated into one or more languages, only the French text shall be authoritative in the event of a dispute.

ARTICLE 25 — DISPUTES

In the absence of an amicable settlement, any dispute relating to the conclusion, validity, interpretation or performance of the Contract shall be subject to the exclusive jurisdiction of the Paris Commercial Court (Tribunal de commerce de Paris).

EXTENDED PRODUCER RESPONSIBILITY (EPR)

In accordance with the French regulations on Extended Producer Responsibility (Responsabilité Élargie du Producteur — REP), BACK2SLEEP holds the following unique identifier for Household Packaging and Graphic Papers: FR482145_01YEJT