General Terms and Conditions of Sale

These terms and conditions of sale are concluded 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 operating 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 acting for purposes that do not fall within the scope of their commercial, industrial, craft or liberal activity.

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

1.4. Buyer, Customer: any person purchasing Heode products under these general terms and conditions of sale, whether they are a Professional or a 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 points of sale.

Article 2. Subject Matter

These terms and conditions of sale are intended to define the contractual relationship between HEODE and the buyer, and the conditions applicable to any purchase made via 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 placing their order. Before any transaction, the Buyer declares that they have full legal capacity, enabling them to enter into commitments 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 a view to improving the use of its website. As a result, the applicable conditions will be those in force on the date of the buyer's order.

Article 3. Products

The products offered are those listed on the website www.heode.fr of HEODE subject to 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 setting out 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. Pricing

The prices shown on the product pages of the online catalogue are prices in Euros (€) inclusive of all taxes (VAT included), taking into account the VAT applicable in the country of delivery on the day the order is placed. Any change in the VAT rate may be passed on to the prices of the products. HEODE reserves the right to modify its prices at any time, it being understood that the price shown in the catalogue on the day the order is placed will be the only price 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 charges, which are invoiced in addition to the price of the purchased products depending on the total amount and weight of the order.

Article 5. Order and Payment Terms

Before placing any order, the Buyer may create a personal account on the website. The account creation section is accessible directly from the menu bar. On each visit, the Buyer, if they wish to place an order or consult their account (order status, profile, etc.), will need to 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 check the status of their order(s), without being able to modify the details entered when placing the order (name, addresses, etc.).

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

Payment by bank transfer

The Buyer selects the products they wish to order in the "basket", makes any necessary changes (quantities, references…), checks the delivery address or enters a new one. The shipping costs are then calculated and presented to the buyer, along with the name of the carrier. The buyer then chooses their preferred payment method: "Payment by bank transfer". Finally, the last step invites them to review all the information, read and accept these general terms and conditions of sale by ticking the corresponding box, and then confirm their order by clicking the "Confirm my order" button. This final click constitutes the definitive conclusion of the contract. Upon validation, the buyer receives a first email confirming the recording of their order and a second containing the payment information set out below. In order to finalise their payment and trigger the processing of their order, the buyer must make a bank transfer for 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 bank transfer corresponding to the order, subject to available stock.

Secure payment by credit card (via the Payplug system)

The Buyer selects the products they wish to order in the "basket", makes any necessary changes (quantities, references, etc.), checks the delivery address or enters a new one. The shipping costs are then calculated and presented to the buyer, along with the name of the carrier. The buyer then chooses their preferred payment method: "Payment by Credit Card". The next step invites them to review all the information, read and accept these general terms and conditions of sale by ticking the corresponding box, and then confirm their order by clicking the "Confirm my order" button. Finally, the buyer is redirected to the secure e-transaction interface of Crédit Agricole to securely enter their personal credit card details. If the payment is accepted, the order is recorded and the contract is definitively formed. Payment by credit card is irrevocable. In the event of fraudulent use of the card, the buyer may request cancellation of the card payment, and the amounts paid will be re-credited or refunded. The liability of a credit card holder is not incurred if the disputed payment is proven to have been made fraudulently, remotely, without physical use of the card. To obtain a refund of the fraudulent debit and any bank charges that the transaction may have incurred, the cardholder must dispute, in writing, the charge with their bank within 70 days of the transaction, or 120 days if their contract with the bank so provides. The amounts charged are refunded by the bank within a maximum of one month after receipt of the written dispute lodged by the cardholder. No restitution charges may be levied against the holder.

Credit 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 will then be able to identify yourself using a password or your fingerprint. Once authentication is confirmed, 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 bank draft only is accepted for any order exceeding €1,000. Personal bank cheques are not accepted.

Confirmation of an order entails acceptance of these terms and conditions of sale, acknowledgement of full awareness thereof, and waiver of the right to rely on one's own purchasing conditions. All data provided and the recorded confirmation shall serve as proof of the transaction. If the buyer has an email address and has entered it on their order form, HEODE will send them an email confirming that their order has been recorded.

Article 6. Retention of Title

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

Article 7. Withdrawal, Returns, Exchange

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

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

The Customer may not benefit from this right of withdrawal for:

• fitting kits that have been assembled (cut, glued, drilled)
• Products that have been manufactured to the Customer's specifications or that are clearly personalised;
• Personalised items and/or items sold by the metre (such as window seals, felt, vapour barriers, ducts, pipes, cables, etc.)
• Products that have been unsealed by the Customer after delivery and which 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 statutory fourteen-day period, Heode grants an additional period of 16 working days to make a return, bringing the total period to 30 working days in total, from the date of delivery of the order. Only exchanges or credit notes are available within this additional period and are made without penalty, except for shipping 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 set out in Article 6.1 above, you may not 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, 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, different options indicating the delivery terms (price, lead time, name of carrier, etc.) are offered to the Customer when finalising the order on the website www.heode.fr. Certain mountainous or hard-to-reach areas are subject to a surcharge of €5.28 excluding VAT. In the event that the chosen option is unavailable for any reason whatsoever, HEODE reserves the right to select another delivery option in order to ensure delivery under the best possible conditions. Delivery times are given for information purposes only. HEODE or its delivery service providers may send the Buyer a parcel tracking number by email. In the event of the Buyer's absence at the time of delivery, the delivery service provider 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 collection point for collection as soon as possible. In the latter case, the Customer will be informed by a notice that the carrier will leave in their letterbox, indicating the date and location for collection.

8.2. Re-delivery Terms in the Event of Failed Delivery

Failure to deliver the order due to a fault exclusively attributable to the Customer, in particular their absence at the time of the delivery attempt or the provision of incomplete or incorrect delivery information, shall result 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.

• Return of the order:

If the order is returned to HEODE because it could not be delivered or collected, and the Customer wishes to have it re-shipped, the initial shipping costs remain due to HEODE, and the return shipping costs as well as the re-shipment costs will be charged to the Customer.

• Order cancellation:

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

Article 9. Transfer of Risk

In the case of distance selling, the transfer of risk on the Products is borne by the purchaser from the moment the items leave the premises of HEODE. The buyer is required to check, in the presence of the delivery person, the condition of the packaging 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 in Heode physical retail outlets, the transfer of risk for the Products passes from Heode to the Customer at the moment the latter takes possession of the Product(s).

10. Force Majeure

HEODE's liability cannot be engaged if HEODE is temporarily or permanently unable to fulfil its obligations under these T&Cs where the impossibility for HEODE to fulfil its obligations has been caused by a force majeure event. The concept of force majeure has the meaning given to it in Article 1218 of the Civil Code. An event of force majeure shall therefore be considered to be any event preventing HEODE from fulfilling its obligations, 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 all repairs for a period of twelve months in the event that the Products are defective. This commercial warranty does not apply in the case of normal wear and tear over time, or damage resulting from any type of accident or misuse. In the event that the Customer repairs or alters the Products themselves without the prior written consent of HEODE, this commercial warranty will not apply.

All complaints, requests for exchange or refund must be made by post to the following address: HEODE SAS, After-sales service, 10 Chemin du Gué, 42700 Firminy, or by e-mail 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 the seller, during the course of the commercial warranty granted at the time of purchase or repair of a movable item, a repair covered by the warranty, any period of immobilisation of at least seven days shall be added to the remaining warranty period. This period runs from the date of the buyer's request for intervention or from the date the item is made available for repair, if such availability occurs after 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 make use of this warranty. For further 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 goods sold, under the conditions set out in Articles 1641 to 1648 and 2232 of the Civil Code, to which HEODE is bound towards all its Customers; and to the statutory guarantee of conformity referred to in Articles L.217-4 to L217-13 of the Consumer Code, to which HEODE is bound towards Consumers only. The rights concerned are detailed below.

11.3. Applicable Statutory Warranties

11.3.1. Warranties applicable to Professionals only

HEODE is bound towards Professionals by the statutory 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 the following statutory guarantees as a Consumer.

11.3.2.1. Statutory Guarantee of Conformity

The Consumer Code offers the following guarantees to Consumers:

Pursuant to Article L. 217-4 of the Consumer Code, the seller is required to deliver goods conforming to the contract and is liable for any lack of conformity existing at the time of delivery. The seller is also liable for any lack of conformity resulting from the packaging, assembly instructions or installation when the latter has been made the seller's responsibility by the contract or has been carried out under the seller's responsibility. Pursuant to Article L. 217-5 of the Consumer Code, in order to conform to the contract, the goods must:

1. Be fit for the purpose ordinarily expected of similar goods and, where applicable:

• correspond to the description given by the seller and possess the qualities that the seller has presented to the buyer in the form of a sample or model;
• present the qualities that a buyer may legitimately expect in light of public statements made by the seller, the producer or their representative, particularly in advertising or labelling.

2. Or present the characteristics agreed upon by the parties or be fit for any special use sought by the buyer, brought to the seller's attention and accepted by the seller.

Pursuant to Article L. 217-8 of the Consumer Code, the buyer is entitled to demand that the goods conform to the contract. However, the buyer may not contest conformity by invoking a defect they knew of or could not have been unaware of when the contract was concluded. The same applies where the defect originates in materials supplied by the buyer themselves.

Pursuant to Article L. 217-12 of the Consumer Code, any action arising from a lack of conformity is time-barred after two years from delivery of the goods.

In the event of a 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. HEODE may, however, 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 significance of the defect.

If repair or replacement of the Product is impossible, the Consumer may choose between a partial refund of the price or cancellation of the contract, in accordance with Article L. 217-10 of the Consumer Code.

During the 24 months following delivery of the Products subject to the order, the Consumer is exempt from having to prove 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 goods sold as provided for by Article 1641 of the Civil Code.

Pursuant to Article 1641 of the Civil Code, the seller is bound by the warranty on account of hidden defects in the goods sold which render them unfit for the use for which they are intended, or which so diminish that use that the buyer would not have purchased them, or would only have paid a lower price for them, had they known of the defects.

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

Pursuant to Article 1648 paragraph 1 of the Civil Code, any action arising from hidden defects must be brought by the purchaser within two years of discovery of the defect.

Article 12. Intellectual Property

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

Article 13. Personal Data

HEODE undertakes to preserve the confidentiality of information provided by the buyer, which may be transmitted for the use of certain services. Any information relating to the buyer is subject to the provisions of Regulation No 2016/679, known as the General Data Protection Regulation (GDPR). In this regard, the internet user has the right to access, modify and delete information concerning them. They may make such a request at any time by email at [email protected].

If the Customer does not wish to/no longer wishes to receive news and solicitations (by telephone, SMS, post or email) and invitations, they may notify 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 terms and conditions are governed by French law. For all disputes or litigation, the competent court shall be that of Saint-Etienne.