1 - Identification of NORPHE

NORPHE (“NORPHE”) is a French simplified joint-stock company (société par actions simplifiée) registered with the Paris Trade and Companies Register under number 891 332 421, whose registered office is located at 2, rue Constance – 75018 Paris, France.

NORPHE can be contacted at the following address: contact@norphe.com

2 - Purpose

The purpose of these general terms and conditions of sale is to define the terms and conditions under which the products offered by NORPHE (the “Products”) on the website www.norphe.com (the “Site”) are sold to its professional customers (the “Buyers”), and to set out the rights and obligations of the parties in this context.

They can be accessed at any time via a direct link at the bottom of the Site’s pages.

The applicable version of the general terms and conditions of sale is the one available online on the Site on the date of the Buyer’s order.

These general terms and conditions of sale prevail over any other general or specific terms and conditions not expressly accepted by NORPHE.

3 - Legal capacity and acceptance of the general terms and conditions

3.1 - Legal capacity

To access the Site and place an order on it, the Buyer must meet all of the following conditions:

(i) The Buyer is an adult natural person with full legal capacity, or a legal entity acting through a natural person who holds the power or authority required to enter into contracts on behalf of the Buyer;

(ii) The Buyer is a professional, meaning any natural or legal person acting for purposes that fall within the scope of its commercial, industrial, craft, liberal or agricultural activity.

3.2 - Acceptance of the general terms and conditions

The Buyer’s acceptance of these general terms and conditions of sale takes effect upon payment of the first order or upon the first login to its professional account, whichever occurs first. The email sending the first order for payment and the account access email both contain a link to these general terms and conditions of sale.

A Buyer who does not agree to be bound by these general terms and conditions of sale cannot place an order.

4 - Registration on the Site

To register on the Site and place orders, the Buyer sends NORPHE a registration request by any written or oral means, in particular via the Site’s contact form, providing all the information required by NORPHE (company name, delivery address, contact email address, intra-community VAT number where applicable).

NORPHE reviews the Buyer’s registration request and remains free to refuse it, in particular if the Buyer does not meet the conditions set out in the “Legal capacity” article, or for any other reason at its sole discretion.

If the request is approved, NORPHE creates the Buyer’s professional account (the “Account”) based on the information provided. The Buyer’s first order is prepared by NORPHE and paid by the Buyer. Upon receipt of this payment, NORPHE sends the Buyer, at the email address provided, a link giving access to its Account.

The Buyer may then freely access its Account, place orders and manage its purchases, in the form and by the technical means that NORPHE considers most appropriate.

The Buyer guarantees that all the information provided in its registration request is accurate, up to date and truthful and is in no way misleading.

The Buyer undertakes to inform NORPHE without delay of any change to this information (in particular company name, delivery address, VAT number or contact email address), so that it always meets the above criteria.

The Buyer is informed and agrees that the information provided for the purpose of creating or updating its Account constitutes proof of its identity. The information provided by the Buyer is binding upon validation.

The Buyer may access its Account at any time by entering its email address on the Site, followed by the one-time login code sent to that address at each login. The Buyer is solely responsible for the security of its email account and for any use of its Account made by means of the login codes sent to it.

5 - Product characteristics

The full list of Products offered by NORPHE is available on the Site.

The photographs and descriptions of the Products offered for sale online are as accurate as possible. They are binding on NORPHE only as regards what is specifically stated.

The Buyer acknowledges and agrees that the Products shown on the Site are offered for sale only while stocks last.

6 - Orders

6.1 - Placing an order

To place an order, the Buyer, logged in to its Account, selects the Product(s) of its choice and adds them to its cart. The quantities that may be ordered may be subject to minimums or maximums per Product.

The Buyer can view a summary of its cart at any time until the order is finally validated, and may correct any errors in the information entered.

The Buyer then validates its order on the checkout page, which summarises the Products, their prices excluding taxes, any discounts applied, the shipping costs, the applicable VAT and the total amount. The estimated shipping time or date is given for information purposes for each shipping method offered.

The checkout page contains fields marked as mandatory. Orders that do not include all the required information cannot be validated.

The order is finally validated upon payment of its full amount at the time of ordering.

The Buyer’s first order is prepared by NORPHE based on the information provided by the Buyer. It is sent to the Buyer by email, with a payment link, and is finally validated upon payment.

The Buyer guarantees that all the information it provides when ordering is accurate, up to date and truthful and is in no way misleading.

The Buyer is informed and agrees that this information constitutes proof of its identity and is binding upon validation.

The order is deemed received by NORPHE when NORPHE is able to access it.

NORPHE reserves the right to refuse to validate any order from a Buyer who does not meet the capacity or professional status criteria set out herein, without the Buyer being able to challenge such refusal or claim any compensation. If an order that has already been paid is refused, NORPHE refunds all sums paid.

6.2 - Order confirmation

Once the order has been placed, the Buyer receives an order confirmation by email summarising the Products ordered, their prices, the planned shipping method, the shipping costs and the VAT where applicable.

The Buyer can also find a summary of its orders in its Account.

NORPHE recommends that the Buyer keep the information contained in the order confirmation.

The order confirmation is deemed received by the Buyer when the Buyer is able to access it.

7 - Prices and payment terms

7.1 - Prices

Product prices are displayed on the Site.

Prices are shown:

• in euros,
• excluding taxes at all steps before the order finalisation step;
• including all taxes at the order validation step.

The prices displayed for each Product do not include any shipping costs that may apply to the delivery of the Products. The amount of the applicable shipping costs will be shown to the Buyer at the order validation step; shipping may be free above a certain order amount.

The applicable price is the price displayed on the Site at the time the Buyer validates its order.

NORPHE reserves the right, at its sole discretion and on terms it alone shall determine, to offer promotions or price reductions.

7.2 - Payment terms

Excluding any customs duties or local taxes that may apply, the full price of the Products is payable when the order is placed.

Payment may be made by any means offered on the Site at the time the order is validated.

The Buyer guarantees to NORPHE that it holds the authorisations required to use the chosen payment method.

NORPHE reserves the right to suspend or cancel any order and/or delivery in the event of non-payment of any sum owed by the Buyer, in the event of a payment incident, or in the event of fraud or attempted fraud relating to the use of the Site.

Late payment penalties equal to three times the French statutory interest rate, calculated on the amount of the sums unpaid on the due date, together with a fixed indemnity of 40 euros for recovery costs, shall automatically apply to any unpaid amounts as from the first presentation of a formal notice sent by registered letter with acknowledgement of receipt.

7.3 - Invoicing

Purchase invoices will be sent to the Buyer by email or made available in its Account after the order has been received or validated.

7.4 - Retention of title

NORPHE retains full ownership of the Products sold until the price has been paid in full.

8 - Delivery

Before validating its order, the Buyer is informed of the available shipping methods and of the delivery times and costs corresponding to each of these methods.

The Buyer must select the desired shipping method and provide all the information necessary for the actual delivery of the Products chosen by that method.

The Products are delivered to the delivery address of the Buyer’s establishment registered in its Account (which may differ from the billing address). Any change to this address must be requested from NORPHE.

Product delivery times are given for information purposes only. The Buyer expressly accepts that these times are indicative only and that NORPHE cannot under any circumstances be held liable for any delay in delivery compared with the announced time.

The Buyer is also expressly informed and accepts:

(i) That it bears all risks relating to the delivery of the Products, including the risks relating to the loading of the Products by the carrier selected by NORPHE. It is the Buyer’s responsibility to take out any insurance that may be necessary in this respect. This transfer of risk does not affect the transfer of ownership provided for in the “Retention of title” article;

(ii) That it is the Buyer’s responsibility to inspect the delivered Products upon receipt and to immediately make any relevant reservations and claims to the carrier, in particular in the event of damage to the Products;

(iii) That any claim regarding the conformity or quantity of the delivered Products must be sent to NORPHE by email or by registered letter with acknowledgement of receipt within 15 (fifteen) calendar days following delivery. Failing this, it cannot be taken into account.

The Buyer must date and sign the delivery receipt, on which it must also affix its company stamp and the name of the signatory. If the above procedure is not followed, the Buyer’s claims will be rejected.

9 - Obligations and liability of the Buyer

9.1 - Provision of information

The Buyer undertakes to provide NORPHE with all the information necessary for the creation of its Account and the ordering of Products.

The Buyer acknowledges and agrees that it is solely responsible for the accuracy of the information provided to NORPHE when creating its Account and ordering Products, and for the suitability of this information, and more generally of the Products, for its specific needs prior to their purchase.

Likewise, the Buyer is solely responsible for the use it makes of the Products. The professional Buyer undertakes to strictly comply with all regulations in force in its country of establishment and of resale of the Products, in particular those relating to marketing, labelling, health warnings and the prohibition of sales to minors for Products related to vaping and hookah, where applicable. The Buyer is solely liable for any breach of these obligations.

9.2 - The Buyer’s Account

The Buyer:

• Guarantees that the information provided to NORPHE is accurate and undertakes to inform NORPHE of any change;
• Acknowledges that this information constitutes proof of its identity and is binding upon validation;
• Is responsible for maintaining the confidentiality and security of its email address and of the login codes sent to it. Any access to the Site using these is deemed to have been made by the Buyer.

The Buyer must contact NORPHE immediately if it becomes aware that its Account has been used without its knowledge. It acknowledges that NORPHE shall be entitled to take any appropriate measures in such a case.

9.3 - Use of the Site

The Buyer is responsible for its use of the Site and for any information it shares in this context. It undertakes to use the Site personally and not to allow any third party to use it in its place or on its behalf.

The Buyer shall not divert the services provided by NORPHE for purposes other than those for which they were designed, and in particular shall not:

• Carry out any illegal or fraudulent activity;
• Undermine public order and morality;
• Infringe the rights of third parties or harm them in any way whatsoever;
• Breach any contractual, legislative or regulatory provision;
• Carry out any activity likely to interfere with a third party’s computer system, in particular for the purpose of compromising its integrity or security;
• Carry out manoeuvres intended to promote its own services and/or websites or those of a third party;
• Place any order for purposes other than those falling within the scope of its activity;
• Place any order on behalf of a third party, whether professional or private individual;
• Assist or incite a third party to commit one or more of the acts or activities listed above.

The Buyer also undertakes not to:

• Engage in any behaviour likely to interrupt, suspend, slow down or prevent the proper functioning of the Site;
• Carry out any intrusion or attempted intrusion into NORPHE’s systems;
• Misappropriate the Site’s system resources;
• Take any action likely to place a disproportionate load on NORPHE’s infrastructure;
• Breach the security and authentication measures;
• Copy, modify or misappropriate any element belonging to NORPHE or any concept it uses in connection with the services;
• Engage in any behaviour likely to interfere with or misappropriate NORPHE’s computer systems or to breach its IT security measures;
• Harm the financial, commercial or moral rights and interests of NORPHE;
• Sell, transfer or give access in any way whatsoever to the services, to the information hosted on the Site or to any element belonging to NORPHE.

In the event of a breach of any of the provisions of this article or, more generally, of any infringement of laws and regulations, NORPHE reserves the right to take any appropriate measures and to bring any legal action.

10 - Liability of NORPHE

10.1 - NORPHE undertakes to carry out regular checks to verify the operation and accessibility of the Site. To this end, NORPHE reserves the right to temporarily interrupt access to the Site for maintenance purposes. Likewise, NORPHE cannot be held liable for any temporary difficulty or impossibility in accessing the Site caused by circumstances beyond its control, by force majeure, or by disruptions to telecommunications networks.

10.2 - The Buyer is solely responsible for the use it makes of the Products. NORPHE gives the Buyer no guarantee as to the suitability of the Products for its needs, expectations or constraints.

10.3 - NORPHE does not under any circumstances guarantee the protection of the Buyer against all dangers related in particular to the use and consumption of the Products.

NORPHE cannot under any circumstances be held liable for any accident occurring during or following the use of a Product unless it is shown that the accident is directly attributable to a defect in the Product.

10.4 - NORPHE guarantees that the Products comply with the regulations and standards in force in France (including the French overseas departments and territories). However, NORPHE cannot be held liable for any failure to comply with the legislation of the country in which the Product is used.

10.5 - NORPHE makes its best efforts to safeguard all data produced and/or entered by/on the Site.

Except in the event of proven fault on the part of NORPHE, NORPHE is nevertheless not liable for any loss of data during maintenance operations.

10.6 - NORPHE may use subcontractors for the performance of the services, who are subject to the same obligations as NORPHE in the course of their work. NORPHE nevertheless remains solely responsible to the Buyer for the proper performance of the services, unless otherwise provided herein.

NORPHE may substitute any person who will be subrogated to all of its rights and obligations under its contractual relationship with the Buyer. Where applicable, NORPHE will inform the Buyer of this substitution by any written means.

10.7 - NORPHE cannot be held liable for any failure or delay in the performance of orders due to circumstances beyond its control or to a case of force majeure, it being expressly specified that the following are considered cases of force majeure as defined in Article 1218 of the French Civil Code, in addition to those usually recognised by the case law of the French courts: exceptional weather events, natural disasters, epidemics, pandemics, fires and floods, lightning, attacks, the failure or blocking of telecommunications networks, means of transport or postal services, including as a result of strikes, damage caused by viruses that the security measures available on the market cannot eradicate, and any legal or regulatory obligation or public policy requirement imposed by the competent authorities that would substantially modify these general terms and conditions.

10.8 - In any event, any liability that may be incurred by NORPHE hereunder is expressly limited to the proven direct damage suffered by the Buyers.

Except in the case of bodily injury, death and gross negligence, and provided that a claim has been made by registered letter with acknowledgement of receipt within one month of the occurrence of the damage, NORPHE’s liability cannot exceed the amounts it has received in respect of the order concerned.

11 - Intellectual property

The Site, as well as all Products, systems, software and applications, structures, infrastructures, databases and content of any kind (texts, images, user manuals, visuals, music, logos, trademarks, patents, databases, etc.) used by NORPHE in the course of its activity are protected by all applicable intellectual property rights or database producers’ rights.

Any disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, distribution and use of any of these elements, in whole or in part, without NORPHE’s authorisation is strictly prohibited and may give rise to legal proceedings.

12 - Admissible means of proof

Proof may be established by any means.

The Buyer is informed that messages exchanged via the Site, as well as data collected on the Site and NORPHE’s IT equipment, constitute one of the admissible means of proof, in particular to demonstrate the reality of the orders placed by the Buyer and the calculation of their price.

13 - Personal data

NORPHE undertakes to comply with all the legal and regulatory obligations incumbent upon it with regard to the protection of personal data, in particular French law no. 78-17 of 6 January 1978 as last amended, known as the “Loi Informatique et Libertés”, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

To find out more about how its personal data is managed and about its rights, the Buyer is invited to read NORPHE’s personal data protection policy, available on the Site.

14 - Confidentiality obligations of the parties

Unless otherwise agreed in writing by the other party, the parties each undertake to keep confidential, for the duration of their contractual relationship and for 3 years thereafter, all information relating to or held by the other party of which they may have become aware in connection with the conclusion and performance of their contractual relationship.

This obligation does not extend to information:

• Already known to the receiving party;
• Already public at the time of its disclosure or that becomes public without breach of this clause;
• Lawfully received from a third party;
• Whose disclosure is required by the judicial authorities, pursuant to laws and regulations, or in order to establish the rights of a party in connection with the contractual relationship between the parties.

Confidential information may be disclosed to the respective employees, staff, interns, agents and contractors of the parties, provided that they are bound by the same confidentiality obligation.

15 - Commercial references

The Buyer expressly authorises NORPHE to use its names, trademarks and logos, as well as references to its website or establishment, as commercial references, on any medium and in any form whatsoever.

16 - Advertising

NORPHE reserves the right to include, on any page of the Site and in any communication to Buyers, any advertising or promotional messages in a form and under conditions at its sole discretion.

17 - Third-party links and websites

NORPHE cannot under any circumstances be held liable for the technical availability of websites or mobile applications operated by third parties (including its potential partners) that the Buyer may access via the Site.

NORPHE accepts no liability for the content, advertising, products and/or services available on such third-party websites and mobile applications, which are governed by their own terms of use.

Nor is NORPHE liable for transactions between the Buyer and any advertiser, professional or merchant (including its potential partners) to which the Buyer may be directed via the Site, and NORPHE cannot under any circumstances be a party to any dispute whatsoever with these third parties concerning, in particular, the delivery of products and/or services, warranties, representations and any other obligations by which these third parties are bound.

18 - Unsubscribing

The Buyer may unsubscribe from the Site at any time by sending a request to that effect to NORPHE by email.

Unsubscription will take effect as soon as possible following this request. It entails the closure of the Buyer’s Account; data relating to its orders and invoices is retained for the period required by law.

19 - Amendments

NORPHE reserves the right to amend these general terms and conditions of sale at any time.

The applicable terms and conditions are those in force on the date of each new order placed by the Buyer.

20 - Governing law

These general terms and conditions are governed by French law.

In the event of a dispute between the Buyer and NORPHE, and failing an amicable settlement within 2 months of the first notification, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris (France), unless mandatory provisions provide otherwise.