General Terms and Conditions of Sale

These terms and conditions of sale are entered into on the one hand by the company HEODE S.A.S. with a share capital of €10,000, whose registered office is located at 10 Chemin du Gué, 42700 Firminy, registered with the Trade and Companies Register of Le Puy en Velay under number 852 865 575, hereinafter referred to as "HEODE" and managing the website www.heode.fr and, on the other hand, by any natural or legal person wishing to make a purchase via the website heode.fr.

Article 1. Definitions

For the purposes of these general terms and conditions of sale, the terms mentioned in this section shall have the meaning given to them below:

1.1. HEODE: the company designated at the head of these terms

1.2. Consumer: any natural person who acts for purposes which do not fall within the scope of their commercial, industrial, craft or professional activity.

1.3. Professional: any natural or legal person acting for purposes falling within the scope of their commercial, industrial, craft or professional activity.

1.4. Buyer, Customer: any person purchasing Heode products under these general terms and conditions of sale, whether they have the status of Professional or Consumer

1.5. Website: the website accessible at the following address: www.heode.fr

1.6. Products: any item purchased from Heode via the Website, by telephone or fax, or at Heode's points of sale.

Article 2. Purpose

These terms and conditions of sale aim to define the contractual relationship between HEODE and the buyer and the conditions applicable to any purchase made through the website www.heode.fr. The purchase of a product through this website implies unreserved acceptance by the buyer of these terms and conditions of sale, which the buyer acknowledges having read prior to their order. Before any transaction, the Buyer declares having full legal capacity, enabling them to commit under these general terms and conditions of sale.

HEODE reserves the right to modify these terms and conditions of sale at any time, in order to comply with any new regulations or with the aim of improving the use of its website. Consequently, the applicable conditions will be those in force on the date of the order by the buyer.

Article 3. Products

The products offered are those shown on the website www.heode.fr of HEODE within the limits of available stock. HEODE reserves the right to modify the product range at any time. Each product is presented on the website in the form of a description outlining its main technical characteristics (capacity, use, composition, etc.). The photographs are as accurate as possible but do not bind the Seller in any way. The sale of products presented on www.heode.fr is intended for all buyers residing in countries that fully authorise the entry of these products into their territory.

Article 4. Prices

The prices shown on the product sheets in the online catalogue are prices in Euros (€) including all taxes (TTC), taking into account the VAT applicable in the country of delivery of the order on the day of the order. Any change in the VAT rate may be reflected in the price of the products. HEODE reserves the right to modify its prices at any time, it being understood however that the price shown in the catalogue on the day of the order will be the only one applicable to the buyer.
Promotional offers or discounts applied as part of one-off commercial operations (e.g. sales, private sales, promotions) are only valid for orders placed during the indicated period. They cannot under any circumstances be applied retroactively to previous purchases.
The prices indicated do not include delivery costs, which are charged in addition to the price of the products purchased according to the total amount and weight of the order.

Article 5. Order and payment methods

Before placing any order, the Buyer may create a personal account on the site. The account creation section is accessible directly from the menu bar. At each visit, the Buyer, if they wish to order or consult their account (order status, profile, etc.), must identify themselves using this information. The buyer also has the option of placing an order without prior creation of a personal account. In the latter case, the Buyer will be able to consult the status of their order(s), without having the possibility of modifying the data entered when placing the order (name, addresses, etc.).

HEODE offers the buyer the option to order and pay for products in several stages, with 3 payment options to choose from:

Payment by bank transfer

The Buyer selects the products they wish to order in the "basket", modifies if necessary (quantities, references…), checks the delivery address or enters a new one. Then, the shipping costs are calculated and submitted to the buyer, along with the carrier's name. Next, the buyer chooses their preferred payment method: "Payment by bank transfer". Finally, the last step allows them to check all the information, read and accept these general terms and conditions of sale by ticking the corresponding box, then invites them to confirm their order by clicking on the "Confirm my order" button. This last click forms the final conclusion of the contract. Upon confirmation, the buyer receives a first email confirming the registration of their order and a second containing the payment information below. In order to finalise their payment and trigger the processing of their order, the buyer must make the transfer corresponding to the amount of their order to HEODE's bank account, the details of which are communicated to the buyer. Upon receipt of the transfer, the order will be processed and the buyer will be informed by email. HEODE will dispatch the products at the earliest 2 working days after receipt of the transfer corresponding to the order, subject to funds.

Secure payment by credit card (via the Payplug system)

The Buyer selects the products they wish to order in the "basket", modifies if necessary (quantities, references, etc.), checks the delivery address or enters a new one. Then, the postage costs are calculated and submitted to the buyer, along with the name of the carrier. Next, the buyer chooses their preferred payment method: "Payment by Bank Card". The next step offers them to verify all the information, read and accept these general terms and conditions of sale by ticking the corresponding box, then invites them to validate their order by clicking on the "Confirm my order" button. Finally, the buyer is redirected to the secure e-transaction Crédit Agricole interface to enter their personal bank card details in complete security. If the payment is accepted, the order is recorded and the contract is definitively formed. Payment by bank card is irrevocable. In the event of fraudulent use thereof, the buyer may request cancellation of the payment by card, and the amounts paid will then be re-credited or refunded. The liability of a bank card holder is not engaged if the disputed payment has been proven to have been made fraudulently, remotely, without physical use of their card. To obtain reimbursement of the fraudulent debit and any bank charges that the transaction may have incurred, the cardholder must contest, in writing, the debit with their bank within 70 days of the transaction, or even 120 days if the contract binding them to it provides for this. The amounts debited are refunded by the bank within a maximum period of one month after receipt of the written dispute made by the holder. No restitution fees may be charged to the holder.

Bank card payments over €30 are authenticated using the 3-D Secure system. After validating your bank details, you will receive a notification on your bank's application. You can then identify yourself using a password or your fingerprint. Once authentication is validated, your order is finalised: you will receive a confirmation email. For any questions regarding 3-D Secure, we invite you to contact your bank directly.

Payment by bank cheque

Payment by banker's draft only is accepted for any order over €1,000. Personal bank cheques are not accepted.

Confirmation of an order implies acceptance of these terms and conditions of sale, acknowledgement of having full knowledge thereof and waiver of relying on one's own purchasing conditions. All data provided and the recorded confirmation shall constitute proof of the transaction. If the buyer has an email address and has provided it on their order form, HEODE will send them confirmation of the registration of their order by email.

Article 6. Retention of title

HEODE company retains full and complete ownership of the products sold until full payment of the price, including principal, fees and taxes.

Article 7. Withdrawal, return, exchange

7.1. Legal right of withdrawal applicable to Consumers only, for distance sales.

Under Article L221-19 of the Consumer Code, the buyer has a period of fourteen working days from the delivery of their order to exercise their right of withdrawal and thus return the product to the seller for exchange or refund without penalty, with the exception of return costs.

The Customer cannot benefit from this right of withdrawal for:

• conversion kits that have been assembled (cut, glued, drilled)
• Products that have been manufactured according to their specifications or that are clearly personalised;
• products that have been unsealed by the Customer after delivery and cannot be returned for hygiene or health protection reasons, such as spray, cleaning and maintenance Products.
  
  

7.2. Additional return period applicable to Consumers only, for distance sales.

In addition to the legal period of fourteen days, Heode grants an additional period of 16 working days to make a return, which brings the total period to 30 working days in total, from the delivery of the order. Only exchanges or credit notes are possible within this additional period and are carried out without penalty, with the exception of transport costs. Refunds are not granted within this additional period.

7.3. Contractual right of withdrawal applicable to Professionals for distance sales and to Consumers and Professionals for purchases at points of sale.

In addition to the exclusions indicated in article 6.1 above, you cannot exercise your contractual right of return for:

• a product that you have used or tested;
• a product that has been unsealed;
• a product that is not in its original packaging or, if still in its original packaging, that has been modified, damaged or is incomplete.

Article 8. Delivery

8.1. Delivery Terms

Deliveries are made to the address indicated on the order form, which can only be within the agreed geographical area. Depending on the quantity, volume and weight of the products making up the order, various options indicating the delivery methods (price, time, carrier name, etc.) are offered to the Customer when finalising the order on the website www.heode.fr. Certain mountainous or difficult-to-access areas are subject to an additional charge of €5.28 excluding VAT. In the event that the chosen option is unavailable, for whatever reason, HEODE reserves the right to choose another delivery option to ensure delivery under the best possible conditions. Delivery times are given for information purposes only. HEODE or the delivery service providers may provide the Buyer with the tracking number of their parcel by email. In the event of the Buyer's absence at the time of delivery, the service provider handling the delivery will make a second delivery attempt, or if the nature of the parcel permits, it will be made available to the Customer at the nearest post office or parcel point for collection as soon as possible. In the latter case, the Customer will be informed by a message that the carrier will leave in their letterbox, with the date and place of collection.

8.2. Terms of re-presentation in case of delivery failure

Failure to deliver the order due to a fault exclusively attributable to the Customer, in particular their absence when the carrier calls or the provision of incomplete or incorrect delivery information, results in the following provisions:

• Re-shipment and re-invoicing:

HEODE reserves the right to charge the Customer the actual costs corresponding to any new delivery attempt.

• Order return:

If the order is returned to HEODE company due to failure to deliver or collect it, and the Customer wishes to have it reshipped, the initial shipping costs remain acquired by HEODE company, the return costs of the goods as well as the reshipping costs will be charged to the Customer.

• Order cancellation:

In the event of order cancellation by the Customer following one or more delivery failures attributable to them, the initial shipping costs remain acquired by HEODE company and the return costs of the goods will be deducted from the refund due to the Customer.

Article 9. Transfer of risks

In the case of distance sales, the transfer of risks on the Products is the responsibility of the purchaser from the moment the items leave HEODE's premises. The buyer is required to check, in the presence of the delivery person, the condition of the packaging of the goods and its contents upon delivery. In the event of damage during transport, any complaint must be made to the carrier within three days of delivery.

In the case of sales made at Heode physical points of sale, the transfer of risks on the Products passes from Heode to the Customer at the moment when the latter takes possession of the Product(s).

10. Force Majeure

HEODE's liability cannot be engaged if HEODE is unable to temporarily or permanently fulfil its obligations under these T&Cs in the event that HEODE's inability to fulfil its obligations has been caused by a force majeure event. The notion of force majeure has the meaning given to it in article 1218 of the Civil Code. Any event preventing HEODE from fulfilling its obligations must therefore be considered a force majeure event, which is an event beyond HEODE's control, which could not reasonably have been foreseen at the time of conclusion of the contract and whose effects cannot be avoided by appropriate measures.

Article 11. Warranty

11.1. Commercial warranty

Every HEODE Customer benefits from a free commercial warranty of twelve (12) months from the date of purchase of the Product in mainland France.

The commercial warranty covers any repair during a period of twelve months in the event that the Products are defective. This commercial warranty does not apply in the event of normal wear and tear related to time, damage resulting from all kinds of accidents or misuse. In the event that the Customer repairs or alters the Products themselves without HEODE's prior written consent, this commercial warranty will not be applicable.

All complaints, exchange or refund requests must be made by post to the following address: HEODE SAS, After-sales service, 10 Chemin du Gué, 42700 Firminy, or by email to: [email protected], within thirty days of delivery.

For Consumers only: In accordance with Article L.217-16 of the Consumer Code, when the buyer requests from the seller, during the course of the commercial warranty granted to them upon acquisition or repair of movable property, a restoration covered by the warranty, any period of immobilisation of at least seven days is added to the duration of the warranty that remained. This period runs from the buyer's request for intervention or from the making available for repair of the property in question, if this making available is subsequent to the request for intervention.

11.2. Manufacturer's warranty

Many Products sold by HEODE are manufactured by third parties and may therefore be accompanied by an additional manufacturer's warranty. If this is the case, HEODE invites its Customers to contact the manufacturer directly to implement this warranty. For any additional information, please refer to the warranty document included in the Product packaging.

Please note that these warranties (Commercial Warranty and Manufacturer's Warranty) apply without prejudice to the warranty relating to defects in the item sold, under the conditions provided for in articles 1641 to 1648 and 2232 of the Civil Code, for which HEODE is liable towards all its Customers; and the legal warranty of conformity mentioned in articles L.217-4 to L217-13 of the Consumer Code for which HEODE is liable towards Consumers only. The rights concerned are detailed below.

11.3. Applicable legal warranties

11.3.1. Warranties applicable to Professionals only

HEODE is liable towards Professionals for legal warranties that cannot be legally excluded under applicable law. With the exception of these and the commercial warranty set out above, HEODE grants no other warranty and excludes all liability in this regard.

11.3.2. Warranties applicable to Consumers only

French law grants you as a Consumer the following legal warranties.

11.3.2.1. Legal guarantee of conformity

The Consumer Code offers the following guarantees to Consumers:

In application of Article L. 217-4 of the Consumer Code, the seller is required to deliver goods that conform to the contract and is liable for defects in conformity existing at the time of delivery. They are also liable for defects in conformity resulting from packaging, assembly instructions or installation when this has been charged to them by the contract or has been carried out under their responsibility. In application of Article L. 217-5 of the Consumer Code, to conform to the contract, the goods must:

1. Be suitable for the use normally expected of similar goods and, where applicable:

• correspond to the description given by the seller and possess the qualities that they presented to the buyer in the form of a sample or model;
• have the qualities that a buyer can legitimately expect having regard to public statements made by the seller, the producer or their representative, particularly in advertising or labelling.

2. Or have the characteristics defined by mutual agreement between the parties or be suitable for any special use sought by the buyer, brought to the seller's attention and which the latter has accepted.

In application of article L. 217-8 of the Consumer Code, the buyer is entitled to require the conformity of the goods to the contract. However, they cannot contest conformity by invoking a defect that they knew about or could not have been unaware of when they contracted. The same applies when the defect originates from materials that they themselves supplied.

In application of article L. 217-12 of the Consumer Code, the action resulting from lack of conformity is time-barred after two years from the delivery of the goods.

In the event of lack of conformity, the Consumer may choose between repair or replacement of the goods, in accordance with article L. 217-9 of the Consumer Code. However, HEODE may choose not to proceed according to the Consumer's choice if that choice entails a manifestly disproportionate cost compared to the other option, taking into account the value of the Products or the importance of the defect.

If repair or replacement of the Product is impossible, the Consumer may choose between restitution of part of the price or termination of the contract, in accordance with article L. 217-10 of the Consumer Code.

During the 24 months following delivery of the Products that are the subject of their order, the Consumer is exempt from providing proof of the existence of the lack of conformity.

11.3.2.2. Warranty against hidden defects

The Consumer may also exercise the warranty against hidden defects in the item sold as provided for in article 1641 of the Civil Code.

In application of article 1641 of the Civil Code, the seller is liable for the warranty by reason of hidden defects in the item sold which make it unfit for the use for which it is intended, or which so diminish that use that the buyer would not have acquired it, or would have given only a lower price for it, had they known about them.

In this case, the Consumer may choose between rescission of the sale or a reduction in the sale price in accordance with article 1644 of the Civil Code.

In application of article 1648 paragraph 1 of the Civil Code, the action resulting from hidden defects must be brought by the purchaser within two years from the discovery of the defect.

Article 12. Intellectual property

All elements of the www.heode.fr website are and remain the intellectual and exclusive property of HEODE company. No one is authorised to reproduce, exploit, or use in any capacity whatsoever, even partially, elements of the site whether in the form of photos, logos, visuals or text.

Article 13. Personal data

HEODE undertakes to preserve the confidentiality of information provided by the buyer, which they may be required to transmit for the use of certain services. All information concerning them is subject to the provisions of Regulation No. 2016/679, known as the General Data Protection Regulation (GDPR). As such, the internet user has a right of access, modification and deletion of information concerning them. They can make this request at any time by email to [email protected].

If the Customer does not wish to/no longer wishes to receive news and solicitations (by telephone, SMS, postal or electronic mail) and invitations, they have the option of indicating this to HEODE by simple email to [email protected]. The same applies if they do not wish to receive news, invitations or promotional offers from our partners.

Article 14. Dispute resolution

These distance selling conditions are subject to French law. For all disputes or litigation, the competent Court shall be that of Saint-Etienne.