Terms and conditions of sale

1. DEFINITIONS
Terms and conditions of sale : these Terms and conditions of sale.
Seller : refers to the company Kovalenko Yuliia EI, with its registered office at 536 Route du Chablais, 74140, Veigy-Foncenex (France), registered in the Thonon-les-Bains Trade and Companies Register under number 934 707 225, Intra-community VAT number: FR00934707225.
Buyer : any individual or legal entity acting within the scope of their professional activities who views the content of the Website www.apeiron-medical.fr, interacts with the functionality of the Website, wishes to make a purchase, and/or makes a purchase through this Website.
Website : the website www.apeiron-medical.fr, on which Kovalenko Yuliia EI (SIRET 93470722500017) sells Products.
Product (Products) : means any product offered/sold by Kovalenko Yuliia EI on the Website (www.apeiron-medical.fr) and which can be ordered by the Buyer through the Website.
Order : any Order for one or more Products placed by the Buyer via the Website www.apeiron-medical.fr.
Carrier : a company that transports goods using its own or rented transport. It enters into contracts with the Seller, ensures the safety of the goods, and is responsible for meeting delivery deadlines.

2. PREAMBLE
These Terms and conditions govern the terms and conditions of sale between the Seller on the one hand and the Buyer on the other hand.
These Terms and conditions of sale are intended to define the rights and obligations of the Seller in relation to its Buyers in connection with the sale of goods, including through its Website.
These Terms and conditions of sale do not apply to retail customers and non-professionals in the field of health.
By visiting the Website and ordering goods through this Website, the Buyer unconditionally agrees to these Terms and conditions of sale.
The Terms and conditions of sale take precedence over any other documents published on the Website (in particular: articles, product catalogs, etc.).
The Seller reserves the right to amend the Terms and conditions of sale at any time (in particular, to adapt them to changes in legislation or regulations). The version of the Terms and conditions of sale applicable to the Order is the version in force on the Website at the time of confirmation (payment) of the order by the Buyer.
Any changes in current legislation or regulations shall not affect the validity of the Terms and conditions of sale. Such changes shall in no way entitle Buyers to disregard the Terms and conditions of sale and/or their legal obligations.
Legal information is provided on this Website in two languages: French and English. However, in the event of any discrepancies, only the French version shall be deemed authentic.
Please note that in order to place an Order on our Website, the Buyer must be a healthcare professional and have the legal capacity to interact with our Website in accordance with these Terms and conditions of sale.
Any terms and conditions of sale originating from the Buyer that are wholly or partially contrary to these Terms and conditions of sale of the Website shall not be legally binding on the Seller, unless the Seller has given its express written consent thereto.

3. PRODUCTS
The Products presented on the Website may be ordered exclusively by healthcare professionals.
The Seller reserves the right to change the product range at any time at its discretion.
The Products presented on the Website are offered within the limits of the Seller's available stock.
Each Product is accompanied by a description compiled by the Seller, which specifies the main technical characteristics. Before purchasing, the Buyer must familiarize themselves with the characteristics of the Product as specified in its description on the website. The Seller is not responsible for errors in the descriptions provided by its suppliers. The Buyer may contact the Seller for additional/clarifying information about the Products offered on the Website.
Product photos on the Website are provided for illustrative purposes only. Photos may not fully reflect the appearance of the Products, and the actual visual impression may differ from the photo/have minor differences. Only the text description of the offer is reliable.

4. ORDERS
Any Order placed on the Website implies the Buyer's unconditional acceptance of the above Terms and conditions of sale.
The Products sold on this Website may only be sold to healthcare professionals. Accordingly, the Carriers we use will apply delivery terms and conditions intended for professional Buyers.
The delivery times of the Products to the Buyer by the Carriers may be modified (up to and including the suspension of delivery of the Products) in the event of any external event and cannot constitute a legal obligation for the Seller.
The time required to prepare the Order for shipment (transfer to the Carrier) is no more than 3 business days (provided that the goods are available in our warehouse). If the Product has the status *Available for order* on our Website, the terms of the Order shall be agreed with the Buyer on an individual basis.
The presence of any product on our Website does not mean that this product is guaranteed to be available in our warehouse. Accordingly, possible delays in delivery do not give the Buyer the right to terminate the contract, cancel the Order, or demand compensation of any kind and in any form.
Orders that have been accepted or are considered accepted are final and cannot be canceled, even partially.
The main way to place an Order on the Website is to send a request for the Product you are interested in via the contact form. The contact form is activated by clicking on the *Ask about the product* button. In addition to the contact form, Orders are also accepted by email or phone.
In any case, the Seller reserves the right not to process the Order for any legitimate reason, in particular:
   * if the Buyer is not a professional;
   * if the Buyer is not a healthcare professional;
   * if the Product of interest to the Buyer is unavailable;
   * if the Buyer has not made full prepayment for the ordered Products;
   * if the order does not contain all the necessary information.
In the event of refusal to process an order (regardless of the reason), the Seller shall notify the Buyer by telephone or email of the refusal to process the order.
The Seller reserves the right, after prior notification to the Buyer and receipt of their consent, to make any changes to the ordered equipment, provided that such changes do not significantly affect the technical characteristics and proper operation of the equipment, the conditions of its installation, and the price.
The concept of a “delivery unit” is unique to each order and is discussed individually with each buyer. In different cases, the concept of a “delivery unit” may refer to:
   * the manufacturer's standard packaging;
   * a cardboard box, crate, case, etc.;
   * partial packaging, etc.
The Buyer is obliged to clarify with the Seller, prior to payment, in which specific *Delivery Units* their Order will be delivered.

5. FORMATION OF THE CONTRACT
A prerequisite for placing an Order and, consequently, concluding a sales contract is that the Buyer has a valid email address.
The Website provides information about Products, in particular by presenting their descriptions and images. This information does not constitute an offer, but only an invitation to conclude a sales contract.
The contract can be considered concluded between the parties only after the Seller confirms receipt of a prepayment in the amount of 100% of the cost of the ordered Products. The Seller undertakes to notify the Buyer by email of the fact of receipt of the prepayment and acceptance of the Order for processing.
The Buyer shall be informed of the approximate delivery costs and the total cost of the Order no later than before confirming their Order.

6. PAYMENT
Ordered Products shall be paid for prior to shipment.
If the Buyer has any complaints regarding invoicing, they (complaints) must be sent to the Seller by email before prepayment is made. Otherwise, the invoice shall be deemed accepted without reservation.
To pay for the Order (after confirming the availability of the goods of interest), the Buyer may use the following payment method: bank transfer.
The invoice corresponding to the Product(s) ordered by the Buyer shall be sent to them by email to the address specified when sending the request via the Contact Form.
The Buyer will be informed of the maximum period for making the Prepayment. In the case of a traditional bank transfer, payment must be made within 3 business days from the date of issuance of the invoice. Late payment will result in the cancellation of the Order.
The prepayment can only be considered successfully made when the Buyer's funds are credited to the Seller's bank account.
After receiving the prepayment, the Seller will send the Buyer an email confirming that the Order has been accepted for processing. Upon receipt of this email by the Buyer, the Sales Agreement is concluded.
The Seller may ask the Buyer to provide documents confirming their identity and status as a healthcare professional. Depending on how quickly the Buyer provides the documents, the shipment of the Order may be delayed. If the documents are not received, the Seller reserves the right to cancel the Order. In this case, the Order will be canceled and the money will be refunded.

7. DELIVERY
The Seller does not have its own delivery service. All Orders are delivered by third-party Carriers. Therefore, the Seller shall not be liable for any destruction, damage, loss, or theft of the ordered Products that occurred during transportation.
The choice of Carrier is agreed with the Buyer based on the Buyer's location, the volume and range of goods ordered, and the type of the Buyer's medical facility.
Upon delivery, the Buyer is obliged to check the condition of the packaging, the condition of the goods, the quantity and contents of the parcels in accordance with the delivery note (and waybill).
In the event of missing Products or signs of damage to the Products, the Buyer must:
   * 1. express all their comments to the Carrier immediately upon receipt of the delivered goods, indicating them in the delivery note and/or waybill. The Buyer must formulate the essence of their claim as accurately as possible: record an accurate list of missing or damaged parcels or Products, with a precise description of the nature and extent of the damage.
   * 2. Confirm these comments to the Carrier within three working days of delivery by registered letter with acknowledgment of receipt, with a copy to the Seller, indicating the Order reference.
In the event of failure to comply with the above instructions, the Buyer shall lose the right to make a claim (see Article L 133-3 of the Commercial Code).

The Buyer may refuse to accept delivery, citing the following reasons:
   * damage to the Products during transportation;
   * obvious opening of packages during transportation;
   * non-compliance of the delivered Products with the Order, invoice, and/or waybill.
Any claim regarding the Products received, accompanied by a complete and accurate description of the missing products and/or defects found, must be sent by email to info@apeiron-medical.fr within 3 business days from the date of receipt of the Products. After this period, the Order will be considered fulfilled and the Buyer will be deemed to have finally accepted the Products.
The reason for refusing to accept the delivery must be indicated by the Buyer in the delivery note and/or waybill. If the Buyer is unable to confirm the discrepancies indicated in the delivery note and/or waybill at the time of delivery, the Buyer's refusal to accept the Products upon delivery shall be considered unlawful.
Products can be delivered throughout France and to other countries within the European Union.
When ordering large Products, the Buyer is responsible for checking in advance that the delivery location is accessible (door width, corridors, availability of a power source, etc.). In the event of problems with the accessibility of the delivery location, any additional costs (disassembly, reassembly or adjustment of products, repeat visit by the carrier, etc.) must be paid in full by the Buyer.
The Products will be delivered to the address specified by the Buyer when placing the Order. If the information provided by the Buyer about the delivery address is inaccurate or incomplete, the Seller cannot guarantee delivery. In this case, the Seller will not be liable for any delay in delivery or inability to deliver. Any costs associated with resending the Order (in the above case) shall be borne exclusively by the Buyer.
Any parcel returned to the Seller by the Carrier due to an incorrect or incomplete delivery address may be redelivered at the Buyer's expense.

As a rule, standard delivery by Carriers means delivery to the entrance of the specified address (to the customer's door). This type of delivery does not usually include additional services such as:
   * carrying upstairs;
   * unloading;
   * unpacking, etc.
If you would like a more personalized approach to delivery, please discuss this with us in advance (before the Order is accepted for processing).
The delivery times communicated to the Buyer are approximate and are not guaranteed. Consequently, any reasonable delay in the delivery of the Products shall not entitle the Buyer to claim damages or cancel the Order.

8. FORCE MAJEURE
Force majeure circumstances or actions by government authorities give each party the right to terminate contractual obligations or suspend their performance without prior notice and without paying compensation.
Force majeure circumstances may include: war, mobilization, full or partial strikes, riots, accidents, fires, explosions, hurricanes, floods, epidemics, as well as the direct or indirect consequences of these events.

9. PRICE
To find out the price of a specific Product on the Website, you must place an Order via the contact form. The contact form is activated by clicking on the *Ask about the product* button on any Product page on our Website.
Next, after receiving a request from the Buyer, the Seller will provide the Buyer with information about the price and availability of the Product(s) in an email sent to the address provided by the Buyer when filling out the contact form.
The Seller uses mechanisms for individual wholesale pricing, taking into account a number of factors, such as: the volume and regularity of purchases by a specific Buyer, the availability of goods, etc.
Any Order implies the Buyer's unconditional agreement with the prices for the Products offered by the Seller.

10. TRANSFER OF OWNERSHIP
The transfer of ownership occurs immediately after the Buyer has paid in full for the Products and all related costs (basic and additional), regardless of how long delivery takes. Until the Order has been paid for in full, the ordered Products remain the exclusive property of the Seller.
The risk of loss and damage to the Goods is transferred at the moment the Goods are handed over from the Seller to the Carrier.

11. RETURNS
Returns (as well as exchanges or replacements) are only possible with the prior written consent of the Seller.
Any costs that may arise in connection with the return of Products will be covered by the Seller only if the Seller actually determines that the missing product and/or obvious defect is the fault of the Seller.
Any reasoned request for the return or exchange of Products must be sent by the Buyer by email to: info@apeiron-medical.fr
The Seller will then ask the Buyer to fill out a standard form for returning the Products, which must be accompanied by the invoice number and the original delivery note, as well as a clear description of the reasons for the return.
Any reasonable request for a refund or exchange of Products may only apply to new and unopened Products with the original packaging intact.
The costs and risks associated with returning the Products shall always be borne by the Buyer.
Incomplete, damaged, spoiled, or contaminated goods will not be accepted and are not subject to exchange. Goods that appear to have been in prolonged use, making them impossible to resell, will be rejected. Non-standard Products or Products manufactured to individual preferences are not subject to return or exchange under any circumstances.
Any Product returned without prior agreement between the Seller and the Buyer will be stored at the Buyer's disposal and will not be grounds for a refund to the Buyer.
In some cases, the amount of the refund may be determined based on the condition of the returned Product and packaging and may vary from 80% to 100% of the cost of the Product.

12. WARRANTY AND CLAIMS
The warranty applies only to equipment. Consumables and accessories containing wear parts supplied with the equipment are not covered by the warranty, except as expressly stated in the Product description.
The warranty is valid for 24 months from the date of delivery of the Product to the Buyer, unless a different term is agreed separately between the Seller and the Buyer. The warranty covers hidden defects. A hidden defect is understood to be a manufacturing defect in the Product that renders it unusable and cannot be detected by the Buyer before it is used. However, a design defect is not considered a hidden defect.
Consumables are covered by a warranty valid until the expiration date indicated on the manufacturer's original packaging. If consumables sold by the Seller are found to be defective or have a manufacturing, labeling, or packaging defect, the Seller will replace the consumables without compensation for any other damage.
If the Seller is forced to replace or repair defective Product(s) free of charge under warranty, the Buyer shall not be entitled to claim damages for any reason. In particular, compensation for: lost profits due to the inability to use defective equipment (regardless of duration), loss of contracts, and any other indirect damages and/or losses.
The warranty does not cover Consumables that have been used improperly.

The warranty does not apply to:
   * Products that the Buyer has repaired, modified, installed incorrectly, neglected, intentionally damaged, specially adapted, or assembled in a non-standard manner without authorization;
   * Products that have been used by the Buyer in violation of the operating conditions or with characteristics that do not comply with the operating instructions or technical documentation;
   * Products in which non-original accessories or consumables, non-original software have been used;
   * Products that have been operated using electrical current that does not correspond to the type of equipment.
If the Seller considers the claim to be justified, the Seller may (at its discretion) repair or replace the defective Product. The Product shall be replaced with an identical or equivalent Product. If it is impossible to replace or repair the defective Product, the Seller may issue a credit note to the Buyer.
The Seller's liability does not extend to normal wear and tear of the Product.
If repair of the Product is technically impossible or involves unreasonable costs for the Seller, both parties (the Seller and the Buyer) shall jointly agree on the most appropriate way to remedy the defect or non-conformity, taking into account the cost of the Product and/or the seriousness of the defect.
The Buyer shall bear the costs of transporting the equipment to the service center or the visit of a technical specialist.
The warranty terms for the equipment are specified for each Product in accordance with the warranty provided by the manufacturer. The Seller does not provide any warranty beyond the warranty provided by the manufacturer.
Warranty work does not extend the warranty period.

13. AFTER-SALES SERVICE
For any questions related to after-sales service, the Buyer may contact the Seller in the following ways:
   * by email: info@apeiron-medical.fr
   * by phone: +33 6 43 03 05 00
Monday to Friday from 9:00 a.m. to 6:00 p.m. (except holidays and weekends).

14. INTELLECTUAL PROPERTY
All articles, news items, documents (technical and legal), descriptions of Products and Product categories, the structure of the Product catalog, photographs, videos (and any other content on the Website), as well as design elements presented on the Website are protected by intellectual property rights, the sole owner of which is the Seller or the manufacturer of the products, and may not be copied, reproduced or used without the express permission of the Seller.
Any representation or reproduction of the content of the Site (by any means, in whole or in part) without the prior express permission of the Seller is prohibited and will be considered an infringement punishable under Articles L.335-2 et seq. and Articles L.713-1 et seq. of the Intellectual Property Code.
By using the Website, Buyers acknowledge the Seller's intellectual property rights and undertake to comply with them.
The content of the Website may be printed out solely for the Buyer's own non-commercial purposes.

15. LIABILITY
The Buyer agrees to use the Website in line with these Terms and conditions of sale. Any malicious use or use that may cause damage to the Website, in particular the malicious introduction of viruses, is strictly prohibited and will result in the perpetrator being held liable. Unauthorized access to the system, in particular for the purpose of modifying data, hindering its functioning, or fraudulently collecting data, is strictly prohibited.
In the event of temporary inability to access the Website due to:
   * technical maintenance;
   * updating of published information;
   * virus attacks;
   * illegal intrusion into the Website code by third parties;
   * incidents not attributable to the Seller,
Buyers acknowledge that the Seller shall not be liable for any malfunctions or interruptions in the operation of the Website.
The Seller shall not be liable for failure to perform its obligations under these Terms and conditions of sale if such failure is due to the actions of a third party, the fault of the Buyer, the occurrence of force majeure circumstances, or any other event beyond the Seller's control.
The Seller's liability in relation to Orders is limited exclusively to the amount of the relevant Order.

16. LANGUAGE, APPLICABLE LAW, AND JURISDICTION
The Website is multilingual, but only the French version of the Website can be considered authentic and reliable. Any translation of any part of the Website's content and these Terms and conditions of sale into a language other than French is provided for informational purposes only and cannot be considered absolutely reliable.
These Terms and conditions of sale, as well as the relationship between the Buyer and the Website, the Buyer and the Seller, are governed by French law.
If the Buyer resides in a Member State of the European Union other than France, they are informed that, in accordance with Article 6, paragraph 2, of the Rome I Regulation (EU REGULATION No. 593/2008), they also benefit from the protection afforded to them by the mandatory provisions of the law applicable to them.
This article stipulates that the parties to a consumer contract may choose the applicable law, but this choice may not deprive the consumer of the protection afforded by the mandatory provisions of the law of the country of his habitual residence, if the professional carries out his activities there.
In the event of a dispute between the Buyer and the Seller and the absence of an amicable agreement within one (1) month from the date of submission of a written statement by one of the parties, each party shall regain its full freedom of action and the right to apply to the court.
Only the French courts of the Seller’s principal place of business shall have jurisdiction (this provision applies only to Buyers who are considered merchants under Article 48 of the Code of Civil Procedure).
In the event of any dispute, the French courts shall have exclusive jurisdiction.
Product information is provided in French, and the Products offered for sale comply with French regulatory requirements. If the Buyer plans to order a Product from abroad (but within the European Union), the Buyer must check with local authorities regarding the legality of using the Product they intend to order. The Seller shall not be liable in the event of non-compliance with the regulatory requirements of the foreign country to which the Product may be delivered.