GENERAL TERMS AND CONDITIONS OF SALE

ADNS
SARL (French PLC) with capital in the amount of 1,000 euros
MEAUX Trade and Companies Register 799 297 205
47 allée du Clos des Charmes
77090 COLLEGIEN

Tel.: +33 1 64 80 54 41
E-mail: contact@adns-grossiste.fr
VAT No.: FR 23 799297205

All correspondence with regard to ADNS will be made via the abovementioned details.

This version of the Agreement in English is a translation of the French General Terms and Conditions of Sale (GTC); this English version is for information purposes and the convenience of its users. Only the French version is the legal valid and binding version between the Parties.

PREAMBLE

ADNS is a wholesaler of vaping products.

The following terms will have, when capitalised, the meaning ascribed to them below:

"ADNS" means the ADNS company described in the heading hereof;
"GTC" means these general terms and conditions of sale;
"Customer" means the professional customer of the production, manufacture or distribution of vaping products wishing to purchase one or more Product(s). If this professional customer is a natural person, s/he must be at least 18 years old and legally able to make such purchase;
"Product" means any product presented for sale on the Website;
"Website" means the websiteadns-grossiste.fr.

The purchase, from ADNS, of Products available on the Website:

is reserved for professionals in the production, manufacture or distribution of vaping products and
can only be carried out online and after logging in to a customer account previously created on the Website by the Customer and validated by ADNS.

ARTICLE 1 - SCOPE OF THE GTC

The GTC apply to the relationship between ADNS and the Customer for and following the placement of an order for Product(s).

The placing of an order of Product(s) implies the Customer's full and unreserved acceptance of the GTC. Any contrary and/or specific unilateral condition emanating from the Customer will be, in the absence of formal and written acceptance of ADNS, unenforceable against ADNS irrespective of when it would have been brought to the latter's attention.

A failure on the part of ADNS, at any time, to avail itself of any of the provisions of the GTC shall not be construed as a waiver of any future provision of the GTC.

ARTICLE 2 – CREATING A CUSTOMER ACCOUNT

Obtaining a customer account is subject to acceptance of the Customer by ADNS after examination of the information provided by the Customer during the following two phases for creating a customer account:

First phase of creating a customer account: the Customer must provide truthful personal information (company information, contact details within the company, etc.) to complete the application form available via the "Connection" tab. Once this form has been completed, ADNS will carry out an initial examination of the information provided and will be free to validate this first phase and continue the account creation procedure or refuse the creation of a customer account, without having to justify the decision taken (for example, a refusal may be given where there are questions as to the truthfulness of the details given);
Second phase of creating a customer account: in case of validation of the first phase by ADNS, ADNS will telephone the Customer (at the telephone number indicated in the registration request form) to verify the information provided and, if necessary, request additional information from the Customer. As a result of this verification, ADNS will be free to validate the creation of the customer account or to refuse it without having to justify the decision taken.

Once the customer's account has been obtained, the Customer agrees to use the login details for accessing the created customer account that will have been provided by ADNS to place any order for the Product(s). The Customer undertakes not to share these login details to third parties.

Even after having validated the creation of a customer account, ADNS may at any time request the Customer to provide information on itself/himself (an up-to-date kbis extract, etc.)

ADNS may deactivate a validated customer account, even after the Customer has made one or more Product orders, without having to justify this decision (for example, if the Customer has not used his account for at least three months and has never placed an order since his account was created) However, ADNS agrees to notify the Customer in a reasonable time, and to deliver to the Customer all firm orders placed at the date of deactivation of the customer account.. On the other hand, no notice will be necessary prior to deactivating the account if such deactivation is the result of a fault on the part of the Customer (e.g. unpaid order(s), erroneous or incomplete information provided by the Customer, Customer conduct undermining the brand image of ADNS and/or one (or more) Product(s), etc.).

ARTICLE 3 - PRODUCT ORDERING

A description is available online for each Product, on the relevant Product page, containing the main features of the Product.

The Customer must have a customer account to access the list of products, the price list and to place an order by connecting to his customer area.

To be valid, any order of Product(s) must be made on the Website and must be placed by a Customer.

ADNS reserves the right to refuse an order of less than 150 euros including tax.

Any order is considered firm and final as soon as it is validated by the Customer and acceptance of the GTC by the Customer.

The receipt of the Product(s) order is confirmed by ADNS by e-mail sent to the e-mail address provided by the Customer in the application form (or later, if the Customer has made a modification notified in writing to ADNS).

The confirmation e-mail sent by ADNS will specify the expected delivery date (for information purposes only) as well as the order details (product type, quantity, payment method selected) and references (the order references that will have to be recalled by the Customer for any exchange with ADNS concerning this order). The Customer undertakes to verify the accuracy of this information and shall inform ADNS of any inaccuracies before the order is sent by ADNS.

ADNS reserves the right to cancel any order of Product(s) when there are questions as to the truthfulness of the identification information communicated after notifying the Customer.

ARTICLE 4 - MODIFICATION OF THE ORDER

Any request for modification of an order of Product(s) by the Customer must be sent by e-mail to ADNS within three days from the date of receipt of the Customer's order by ADNS, and in all case before the shipment of the Products by ADNS.

ADNS reserves the right to accept or refuse any changes requested by the Customer.

Any modification of a Product(s) order, at the request of the Customer and accepted by ADNS, automatically entails the cancellation of the conditions previously accepted by the Customer (regarding prices, deadlines, payment terms and delivery terms); the new conditions will however be provided to the Customer before validating he modified order.

In case of a change affecting a Product, favourable to the Customer in terms of quality or quantity (for example, breakage of a Product sold in a batch of 10 and replacement by the same Product sold in a batch of 12 at the same price) between the date of placing the order and the date of delivery of the order, ADNS reserves the right to modify the Customer's order without informing the latter in advance. This modification of a Product(s) order decided by ADNS does not entail an obligation for ADNS to modify another order (past, current or future) in the same way.

ARTICLE 5 - PRODUCT DELIVERY

Shipment of the Products ordered will be made only after full payment of the order amount by the Customer. ADNS may also suspend the shipment until such time as payment is received for past invoices due and unpaid by the Customer, in whole or in part, and more generally until the Customer settles with ADNS any amount due.

5.1 Delivery deadline for the Products

The delivery deadline for an order of Product(s) is considered as the moment which separates the date of approval of the order by ADNS, on the one hand, to the provision of the order at the delivery address indicated by the Customer, on the other hand.

Deliveries are strictly made according to the availabilities and in the order of arrival of the orders.

ADNS can freely make deliveries in whole or in part, without additional cost or compensation for the Customer.

Delivery times provided at the time of placing the order are only indicative. In particular, in the case of a shortage of stock or a difficulty encountered in replenishment, it is possible that the delivery times provided during the order are exceeded. However, after a period of thirty additional days has elapsed in relation to the indicative delivery date provided when ordering Product(s), the Customer may request the cancellation of his order and a full refund of the sums already paid, without further compensation.

The Customer will receive an e-mail from the delivery company, containing the delivery information (as a guideline only).

Delivery will be made according to the following conditions: https://adns-grossiste.fr/en/dispatch-delivery

These deadlines are valid for all orders placed during office hours.

5.2 Transfer of risk

The Products are sold carriage free.

From the moment of their shipment by ADNS, the risks affecting the Products are transferred from ADNS to the Customer, whether the order of Products is shipped to the Customer via a third-party carrier or directly by ADNS.

The Products therefore travel at the risk and peril of the Customer which will be responsible, in case of damage or missing Product, for making any necessary findings and confirming his reasoned reservations by extrajudicial act or by registered letter with acknowledgement of receipt (or by any other written communication allowing its sender to receive an acknowledgement of receipt or proof of delivery to the intended recipient) to the carrier within the three (3) calendar days (excluding holidays) following the receipt of the Products, whether the shipment was made by ADNS or by a third party carrier. In the latter case, the Customer will send a copy of his claim to ADNS for information purposes, in the same manner and within the same period.

ARTICLE 6 - APPARENT DEFECT AND NON-COMFORMITY

Without prejudice to the provisions to be taken vis-à-vis the carrier, in accordance with Article 5 of the GTC, claims on apparent defects affecting the Products and/or non-compliance of the Products (in terms of quantity and/or quality) in relation to the order placed or the waybill, must be formulated by e-mail by the Customer to ADNS within eight (8) calendar days (excluding public holidays) following the delivery of the Products.

The Customer will be responsible for support his claim with any justification as to the reality of defects or non-conformities found (e.g. photographs). ADNS may request any additional information from the Customer.

The Customer shall facilitate the finding of defects or non-conformity by ADNS (or any third party that would replace ADNS) by refraining from using or selling the Products in question, for the time necessary for ADNS to proceed with this finding, this period not being able to exceed a period of 20 days from the date of the Customer's complaint. The Customer must also grant ADNS any facility to remedy these defects or non-conformities.

In case of apparent defect or nonconformity of the Products, duly noted by ADNS in the conditions provided above, the Customer may obtain at his request the free replacement of the Products in question (subject to sufficient stock) or the refund for the Products in question (including delivery charges, if applicable, prorated to the amount of the order). In the event of a refund request, the cost of returning the defective Products and the delivery of the replacement Products will be borne by ADNS, the return then being made according to the instructions provided by ADNS and after written validation of the return costs by the latter.

ARTICLE 7 - WARRANTY

The goods benefit from the legal warranty relating to hidden defects as defined in Article 1641 of the French Civil Code. However, notwithstanding Article 1648 of the French Civil Code, this warranty is valid for a period of 3 months from the date of discovery of the defect.

Regarding the procedure for returning goods presenting hidden defects, this procedure can be consulted (and is downloadable) in the "SAV" section of the "ABOUT" tab.

Defects and damage caused by Customer or his service providers or his own customers, in particular as a result of non-compliance with the safety instructions relating to the storage precautions, specified on the packaging, and/or caused by improper use, improper maintenance, abnormal use, lack of supervision, poor electrical protection of the equipment, adverse operating conditions as well as a modification of the product not foreseen or specified by ADNS, are excluded from the warranty.

The warranty is also excluded for apparent defects for which the conditions of Article 5 of the GTC are applied.

In case of improper maintenance (non-compliant maintenance or lack of maintenance) the warranty will be totally or partially void, at the discretion of ADNS.

The warranty referred to in this article 7 is granted solely for the benefit of the Customer and will therefore not be applicable to third parties (in particular to persons to whom the Products in question could have been offered or resold).

The warranties referred to in these GTC are the only warranties given to the Customer, to the exclusion of any other commercial or legal warranty.

ARTICLE 8 - PRICES

Given the number of product references and the very frequent evolution of the Products and the market concerned, the prices applicable to an order are the prices in effect on the day of the order and indicated for each Product on the Website; the prices are indicated after logging in to the customer area.

The prices indicated do not include shipping and delivery costs, which will be charged in addition where applicable.

No price reduction or discount is authorised.

ARTICLE 9 - PAYMENT

Any order of Product(s) is payable in full on the order date. In case of late payment, the Customer shall be liable to ADNS, from the day following the date of the order, for the late penalties corresponding to 3 times the legal interest rate in addition to the fixed recovery cost of 40 euros (ADNS can request additional compensation on justification, if the recovery costs incurred exceed 40 euros).

Payments are to be made by bank transfer, credit card or Paypal.

In the event of payment by transfer, the shipment of the Products will not be made by ADNS until full and final receipt of the funds by ADNS.

The invoice will be transmitted with the order and in any case it can be downloaded from the Customer area on the Website.

ARTICLE 10 - RETENTION OF OWNERSHIP

The transfer of ownership of the Product(s) included in an order is subject to payment by the Customer of the full price of the order concerned.

Payment is made on actual and final collection of the order price by ADNS.

Until such time as payment for the order has been made, the Customer must refrain from selling the Product concerned and must identify it in his inventory as the owned by ADNS.

The Customer undertakes to insure at his own expense the inventory of Products in his custody, of which ADNS has ownership until such time as the full order price is paid.

ARTICLE 11 – EXCLUSION OF LIABILITY

All products sold by ADNS are intended for vaping.

The product used for the production of steam is based on Propylene Glycol.

ADNS cannot be held responsible for any health problem or issue affecting one of the Customer's customers.

The relationship between the Customer and ADNS, for and as a result of an order for Product(s), is subject to French law. Any sale agreement for the Product(s) concluded between the Customer and ADNS is considered as having been concluded in France.

In the event that the Customer:

would have his domicile outside France,
and/or would like the Products to be shipped outside of France,
and/or would contemplate reselling the Products outside France,
and/or would contemplate, in the context of a commercial activity, any use of the Products outside France,

the Customer must verify the conformity of the Products with the law applicable in the territory in question.

ADNS's liability cannot be engaged in the event of nonconformity of the Products purchased by the Customer with a regulation other than that applicable in the French territory.

The Customer undertakes to fully indemnify, defend, warrant and hold harmless ADNS from and against all expenses, fines, legal and arbitration proceedings, claims, losses, obligations or actions as well as any damages resulting in any way from non-compliance of the Products purchased by the Customer with other regulations and/or legislation applicable in a territory outside France, due to the marketing of the Products by the Customer outside France or for use outside France.

ARTICLE 12 - DISPUTE RESOLUTION

The relations between the Customer and ADNS related to the Products (and in particular, without this list being exhaustive, their purchase, sale, resale, marketing, and/or use) are subject exclusively to French law.

Any dispute related to the validity, conclusion, interpretation, execution, termination or consequences of the termination of the GTC and the acts resulting therefrom (such as the sale of Product(s)) will be submitted to the Courts with jurisdiction over the location of ADNS's registered office.

ARTICLE 13 - DATA PROTECTION AND RESPECT FOR PRIVACY

The information communicated by the Customer to ADNS at the time of creating a customer account, is essential for processing and delivering orders, for establishing invoices and guarantee agreements. Their absence entails the cancellation of the Customer's order.

By registering on the Website, the Customer undertakes to provide ADNS with truthful and accurate personal information. The communication of false information is contrary to the provisions of the GTC as well as the conditions of use appearing on the Website.

In accordance with Law no. 78-17 known as "Files and Freedoms" and European texts, the Customer has a permanent right to access and correct all data concerning him.

The Customer may at any time make a request to ADNS to learn the information held on him by ADNS.

The Customer may modify this data at any time and upon request.

If the Customer has accepted, during the identification process on the Website, promotional e-mails offering new products, destocking offers, exclusives, deals, these will be sent to the Customer. The Customer may request to no longer receive promotional emails from ADNS at any time.

ADNS is the only holder of the information concerning the Customer. No financial data (credit card number, etc.) is kept on file by ADNS.

ADNS will inform the Customer, moreover, that cookies record certain information that is stored in the memory of his hard disk. An alert message will ask the Customer, beforehand, if he wants to accept cookies, which the Customer may of course refuse. These cookies do not contain any confidential information about the Customer.