GENERAL TERMS AND CONDITIONS OF SALE
RODAAN GLOBAL Sarl
Version 1.0 - Effective date: January 16, 2026
ARTICLE 1 - DEFINITIONS AND SCOPE
1.1. These General Terms and Conditions of Sale (hereinafter "GTC") apply to all offers and sales contracts concluded byRODAAN GLOBAL Sarl, a limited liability company registered with the Montpellier Trade and Companies Register under number 930 695 002, with its registered office located at 10 Parc Club du Millénaire, 1025 avenue Henri Becquerel, 34000 Montpellier, France (hereinafter "the Seller" or "the Company"), with any natural or legal person acting in the context of their professional activity (hereinafter "the Client" or "the Buyer").
1.2. The applicability of the Client's general purchasing conditions is expressly excluded.
1.3. Any deviation from these GTC will only be valid if accepted in writing by the Seller.
ARTICLE 2 - COMMERCIAL OFFERS
2.1. Any commercial offer issued by the Seller is made without obligation and subject to written confirmation, even if it includes an acceptance period, unless expressly stated otherwise in writing.
2.2. The notices, information, declarations, and samples provided by the Seller, in any form, are for indicative purposes only and do not bind the Seller, unless expressly stated otherwise in the contract.
2.3. The proforma invoices issued by the Seller are valid for a period of forty-five (45) calendar days from their date of issue. After this period, the proposed prices and conditions are subject to change without notice.
ARTICLE 3 - FORMATION OF THE CONTRACT
3.1. The contract, including any modifications or additions, is only considered validly formed after written acceptance by the Seller, unless the Seller has begun execution of the order.
3.2. The contract is formed in writing at the time of signature by the management of the Company and by the Client, or on the date of sending (by mail or fax) by the Seller of the written order confirmation signed by its management, or of the Seller's invoice. Promises and arrangements made with the Seller's subordinates do not bind the Seller, unless confirmed in writing by its management.
3.3. The contract represents the entirety and accuracy of the content of the agreement reached. The Seller's order confirmation or the Seller's invoice is deemed to accurately represent the content of the agreement, unless there is an immediate, reasoned, and written objection from the Client.
3.4. The order is only considered definitively accepted upon receipt by the Seller of the duly validated proforma invoice accompanied by proof of payment of the required deposit in accordance with the agreed payment terms.
3.5. Minor variations within the limits of customary tolerances are permitted during the execution of the contract.
3.6. Any unilateral cancellation by the Client is null and void, unless expressly agreed in writing by the Seller.
ARTICLE 4 - OBJECT - COMMERCIAL INTERMEDIARY ACTIVITY
4.1. The Seller engages in anexport commercial intermediary activity, specializing in the international distribution of fast-moving consumer goods (FMCG). The Seller acts as an intermediary between manufacturers of European brands and international distributors.
4.2. The Seller is not the manufacturer of the products sold. As a commercial intermediary, the Seller commits to providing products that comply with the specifications of the original manufacturers, but disclaims any responsibility for design, manufacturing, or intrinsic compliance defects of the products, which are solely the responsibility of the original manufacturers and brands, subject to applicable mandatory provisions regarding liability for defective products.
4.3. The essential characteristics of the products are presented in the proforma invoices, commercial offers, and catalogs provided to the Client.
ARTICLE 5 - CONFIDENTIALITY
The Client agrees to maintain the strictest confidentiality with respect to any third party regarding all commercial information related to the Seller that has been communicated to them or of which they have become aware in the context of the offer or contract.
ARTICLE 6 - PRICES
6.1. The prices indicated or agreed upon by the Seller are exclusive of taxes (net), excluding Value Added Tax (VAT) and other taxes and duties, and are based on the delivery conditions mentioned in the following articles.
6.2. When VAT or other taxes are not due because the goods are intended for an intra-community delivery or export, these taxes will still be charged but credited if the Client proves that such a delivery has actually taken place.
6.3. The Seller reserves the right to modify the indicated or agreed prices in the event of an increase in the prices of goods, raw materials or components to be obtained from third parties, wages, social charges, transportation costs, insurance premiums, or other cost factors (including exchange rate variations) and taxes (including import and transit duties).
6.4. All ancillary costs (taxes, customs duties, administrative formalities in the destination country, insurance, international transport) are the sole responsibility of the Client, in accordance with the agreed incoterm.
ARTICLE 7 - PAYMENT TERMS
7.1. Unless otherwise explicitly agreed in writing, payment is made exclusively by bank transfer to the Seller's bank account, the details of which are indicated on each proforma invoice.
7.2. The specific payment terms applicable to each transaction (amount of the deposit, payment terms for the balance) are defined and specified on the proforma invoice provided to the Client.
7.3.Absolute principle:No goods will leave the Seller's warehouses before the effective and full collection of 100% of the total order amount (deposit and balance). This rule applies without exception to all transactions, including in the case of a documentary credit that must be confirmed and usable before any loading.
7.4. The Seller does not grant any payment period after delivery or availability of the goods.
7.5. All payments are made without deduction or compensation, in the currency indicated on the invoice. If the Client claims to have a receivable from the Seller related to the performance of the contract, they are not exempt from their obligation to pay according to the agreed terms.
7.6. If the Seller has reasonable concerns that the Client will not fulfill their obligations, the Seller is entitled, at their discretion, to require the Client to provide sufficient guarantees regarding the performance of their payment obligations, before executing or continuing to execute the contract. The Seller is authorized to suspend the performance of their obligations until the Client has provided such guarantees.
7.7. In the event of late payment, without the need for prior formal notice, the Client is automatically in default and must pay late interest at the legal rate increased by three times that rate, calculated on the amount due from the date on which the payment should have been made at the latest, without prejudice to the Seller's other rights (including the right to compensation for currency losses).
7.8. In the event of late payment, the Client is automatically liable for a fixed compensation of 40 euros for recovery costs, in accordance with Article D. 441-5 of the Commercial Code. When the recovery costs incurred exceed the amount of this fixed compensation, the Seller may request additional compensation upon presentation of supporting documents. All other judicial and extrajudicial costs incurred by the Seller remain the responsibility of the Client.
ARTICLE 8 - DELIVERY AND DEADLINES
8.1. Unless expressly agreed otherwise in writing, delivery is made according to the incoterm."Ex Works" (EXW)from the Seller's logistics warehouses located in France. The interpretation of the delivery terms is determined by the most recent edition of the Incoterms® published by the International Chamber of Commerce in effect at the time of the conclusion of the contract (currently Incoterms® 2020).
8.2. The delivery period begins at the latest on the date of conclusion of the contract or on the date on which the Seller has all the documents, information, authorizations, exemptions, approvals necessary for the delivery of the goods, or on the date of receipt by the Seller of an advance payment or the provision of a guarantee.
8.3. The delivery period is based on the circumstances applicable at the time of the conclusion of the contract and on the timely delivery of the materials and goods ordered by the Seller for the execution of the contract. In the event of a delay resulting from changes in these circumstances or from the fact that the materials and/or goods ordered in a timely manner were not delivered on time, the delivery period is extended for a reasonable duration taking into account all circumstances.
8.4. The delivery date of the goods is the moment when the goods, except for non-essential parts, are ready to be shipped and the Seller has informed the Client, or the moment when the goods have left the Seller's premises to be delivered to the Client.
8.5. The Seller is authorized at any time to make partial deliveries, unless expressly agreed otherwise.
8.6. The delivery date is not considered a firm date, unless expressly agreed otherwise. In the event of a delay attributable to the delivery date, a formal notice is always required. The Client cannot derive any rights from the attributable delay of the delivery date as long as a period of three (3) months is not exceeded.
8.7. If the Seller is late with respect to the delivery date, the Client is only entitled to terminate the contract. In this case, any amounts paid in advance will be refunded, without interest compensation.
ARTICLE 9 - AVAILABILITY PERIODS AND STORAGE
9.1. The goods are made available to the Client at the designated warehouse for a period of seven (7) calendar days from the notification of availability sent by the Seller.
9.2. Beyond this period and in the absence of actual removal of the goods by the Client or their carrier, daily storage fees per pallet will be charged to the Client according to the rates communicated in the logistics offer or the proforma invoice.
9.3. In the event of exceeding the availability period by more than thirty (30) calendar days without written justification accepted by the Seller, an additional flat penalty per pallet will be applied in addition to the daily storage fees.
9.4. If perishable products are not removed within the specified period, the Seller reserves the right to destroy the damaged goods at the Client's expense, without being liable for any compensation. The destruction costs will be charged to the Client.
ARTICLE 10 - TRANSPORT
10.1. In all cases and regardless of the agreed delivery condition, the Seller has the right to transport the goods, including unloading, at the Client's expense and risk, according to a method determined by the Seller and using means of transport of the Seller's choice. When the transport is organized by the Seller at the Client's request or for operational convenience, the Seller acts solely as the Client's agent, without transferring responsibility or risks beyond making the goods available in accordance with the agreed incoterm.
10.2. The Seller is not responsible for (the Client's use of) documents (provided by the Seller) for the transport of the goods to the destination.
10.3. At the Seller's first request, the Client provides all necessary guarantees for the documents required for the transport of the goods to the destination.
10.4. If circumstances beyond the Seller's control prevent the transport of the goods to the agreed location or if the Client fails to take delivery of the goods, the Seller has the right, at its option, either to take back the products or to store the goods (or have them stored) at the Client's expense and risk. All return and storage costs are the responsibility of the Client, who is also required to fulfill its obligations to the Seller as if the delivery had taken place.
ARTICLE 11 - PACKAGING
11.1. Single-use packaging is not taken back by the Seller. The Seller has the right, at its option, to take back or not take back multiple-use packaging.
11.2. The Seller has the right to charge the Client for multiple-use packaging as a separate item on the invoice, along with the delivered goods.
11.3. In the cases referred to in paragraph 2 of this article, the Seller sends a credit note to the Client crediting the amount charged for the packaging returned to the Seller at the Client's expense upon receipt of said packaging, unless the returned packaging is in a condition inferior to that at the time of acceptance by the Client, in which case the credited amount is reduced accordingly.
11.4. Damage to the goods caused by the destruction or damage of the packaging is always at the Client's risk.
ARTICLE 12 - TRANSFER OF RISKS AND RESERVATION OF OWNERSHIP
12.1. The Client bears the risk of all direct and indirect damages that may be caused to the goods, immediately after the goods are considered delivered in accordance with article 8.
12.2. The Seller retains ownership of all delivered goods until full payment of all debts owed by the Client for the goods delivered or to be delivered by the Seller to the Client under any contract, as well as for any failure in the performance of these contracts by the Client.
12.3. The Client is required to store the delivered goods under reservation of ownership with the necessary care and to store them as identifiable property of the Seller. The Client is also required to insure the goods against damage or loss, regardless of the cause, during the period of reservation of ownership. Such insurance designates the Seller as (co)insured with an independent claim right against the insurer(s), and the Client makes the policies of these insurances available to the Seller for inspection upon request.
12.4. The Seller has the right to immediately reclaim, without prior notice, all goods delivered under retention of title that are still present at the Client's premises in the event of the Client's failure to fulfill its obligations. The Client irrevocably authorizes the Seller to exercise this right of reclamation to the extent necessary.
12.5. If and to the extent that the Seller has exercised its right of reclamation referred to in the previous paragraph, the contract is terminated in whole or in part proportionally without judicial intervention, without prejudice to the Seller's right to compensation for damages and costs. The Client is then credited with the market value (which cannot in any case exceed the initial purchase price), reduced by the damages suffered and the costs incurred by the Seller.
12.6. The Client conducting its professional activity is authorized, in the context of its business operations, to sell and deliver to third parties the goods that have been delivered to it under retention of title. In the event of such sales, the claim due from the Client to the Seller regarding the goods resold by the Client becomes immediately and fully due, to the extent that said claim was not already due.
12.7. The Client is always required to inform third parties of the Seller's retention of title. Furthermore, the Client is required to inform the Seller of the location of the goods and the person or company to whom the said goods may have been sold, if the Seller requests it.
ARTICLE 13 - SAMPLES
The Client has the right to request the Seller to provide one or more samples of the goods before delivery. If the Client refrains from doing so, it is considered to have accepted in advance the quality and condition of the goods.
ARTICLE 14 - CLAIMS
14.1. Claims can only relate to the quantity, weight, or specifications, as well as the non-conformity of the delivered goods with the samples provided by the Seller.
14.2. The Client shall immediately inspect the goods no later than upon arrival.
14.3. Any claim regarding defects observable during the inspection of the goods, as well as claims related to quantity, weight, or specifications, must be made in writing within seventy-two (72) hours following delivery, with a complete description of the alleged defects; otherwise, any claim in this regard will be inadmissible.
14.4. Any claim regarding other defects must be made in writing within seven (7) days of their discovery, with a complete description of the alleged defects, but no later than three (3) months following delivery; otherwise, any claim in this regard will be inadmissible.
14.5. Any claim by the Client regarding the delivered goods will also be inadmissible if:
a. the contract concerns the delivery of used or damaged goods;
b. the goods have been altered or the goods are no longer (or are no longer) identifiable as coming from the Seller;
c. the defects are (also) caused by normal wear and tear, treatment, use, and/or improper storage or maintenance of the goods;
d. the Client has not immediately given the Seller the opportunity to investigate the claims and fulfill its obligations;
e. the Client has not fulfilled, not timely or not sufficiently, an obligation incumbent upon them.
ARTICLE 15 - WARRANTIES AND LIABILITY OF THE SELLER
15.1.Limitation of liability - Commercial intermediary:The Seller, acting as a commercial intermediary, is only responsible for defects or non-conformities that are directly attributable to it in the context of its intermediary activity (referencing errors, storage deficiencies under its care, etc.).
15.2.Manufacturer's liability:All design, manufacturing, intrinsic quality defects of the products, compliance with applicable standards, or safety-related issues are the sole responsibility of the manufacturers and original brands. The Client acknowledges that the Seller cannot be held liable for failures, product recalls, regulatory non-compliance, or any other issues related to the design or manufacture of the products sold, subject to the mandatory provisions of product liability law. In the event that the Seller's liability is established regarding the intrinsic quality of the products, it shall be limited to the amount of the relevant order.
15.3. In the event of a defect attributable to the manufacturer, the Seller agrees to assist the Client, to a reasonable extent, in exercising its direct claims against the manufacturer or the relevant brand, but cannot substitute for them in fulfilling their warranty obligations.
15.4. Regarding parts and/or goods obtained from third parties that have not been processed by the Seller, the Customer can only assert their rights against the Seller to the extent that the Seller can in turn assert rights against their supplier. If this is the case, the Seller is in any event discharged towards the Customer by transferring their rights against their supplier to the Customer.
15.5. Without prejudice to the provisions of the previous paragraphs of this article, in the event of justified claims made within the time limits, the Seller is only obliged, at their discretion, to repair the goods, make a new delivery, or credit the Customer for the defective goods. These General Terms and Conditions apply unreservedly to any new delivery.
15.6. The Seller's liability under the contract is limited to the performance of the obligations described in the contract and in this article.
15.7. The Seller's liability never covers commercial damages or any other indirect damages.
15.8. In any case, the total liability of the Seller, for all damages combined, cannot exceed the amount of the relevant order.
ARTICLE 16 - CUSTOMS AND REGULATORY COMPLIANCE FOR IMPORTATION
16.1. The products sold by the Seller comply with the French and European regulations in force at the time they are made available in French territory.
16.2. The Customer is solely responsible for ensuring that the ordered products comply with the applicable regulations in the final destination country, particularly regarding health standards, labeling, certification, product registration, and any other local requirements.
16.3. The Client is solely responsible for obtaining all licenses, permits, registrations, and other formalities necessary for the importation, marketing, and use of the products in the destination country.
16.4. The Seller cannot be held liable in the event of customs blockage, rejection, destruction, seizure, or any other measures taken by the authorities of the destination country due to non-compliance of the products with the applicable local regulations.
16.5. The Client agrees to indemnify and hold the Seller harmless against any claim, action, cost, damage, or loss resulting from a failure of the products to comply with the regulations of the destination country.
ARTICLE 17 - INTERNATIONAL SANCTIONS AND EMBARGOS
17.1. The Seller strictly complies with international sanctions imposed by the European Union, the United Nations, the United States of America (OFAC), and any other applicable jurisdiction.
17.2. The Client represents and warrants that it is not established in a country under embargo or international sanctions, that it is not listed on any sanctions list (including the lists of the EU, UN, or OFAC), and that the ordered products are not intended to be delivered, directly or indirectly, to a country under embargo or to an entity subject to sanctions.
17.3. The Seller reserves the right to immediately suspend or cancel, without notice or compensation, any order or delivery in the event of reasonable doubt regarding compliance with applicable international sanctions, or in the event of changes to the sanctions regimes making the performance of the contract illegal or contrary to the Seller's obligations.
17.4. In the event of suspension or cancellation for this reason, the Seller shall not be liable for any damages, and any amounts already paid will be refunded to the Client after deducting the expenses incurred by the Seller.
ARTICLE 18 - TRACEABILITY, LOT NUMBERS AND EXPIRATION DATES
18.1. The delivered products include lot numbers and minimum durability dates (MDD) or expiration dates (ED) affixed by the original manufacturers. The Seller guarantees that the delivered products have a reasonable remaining shelf life at the time of availability, unless otherwise agreed in writing.
18.2. The Client is solely responsible for the management of the products after their availability, particularly regarding compliance with storage, transport, and marketing conditions that preserve the quality and safety of the products until their final consumption.
18.3. The Seller cannot be held responsible for the consequences of resale, distribution, or late use of the products by the Client or subsequent distributors, as long as the durability dates were compliant at the time of availability.
18.4. In the event of a product recall initiated by the manufacturer or the competent authorities, the Client agrees to fully cooperate with the Seller to ensure the traceability of the products and the implementation of necessary corrective measures. The Client specifically agrees to promptly communicate to the Seller any information in their possession regarding the location and distribution of the affected products.
ARTICLE 19 - RETURN OF GOODS
It is not permitted to return goods delivered by the Seller without the prior written consent of the Seller. If returns are made, they are always at the sender's expense and risk.
ARTICLE 20 - PRODUCT AVAILABILITY
20.1. Orders are fulfilled within the limits of available stock.
20.2. In the event of total or partial unavailability of the ordered products after the order has been accepted, the Seller agrees to inform the Customer as soon as possible and to offer, as applicable, a substitute product of equivalent quality and price, a refund of the amounts paid for the unavailable products, or a partial delivery with an adjustment of the total price.
20.3. If, due to circumstances beyond the Seller's control, the delivery of the ordered products cannot be made within three (3) months from the order date, the Customer may, upon written request, obtain the cancellation of their order and a full refund of the amounts paid, without being entitled to any compensation.
ARTICLE 21 - FORCE MAJEURE
21.1. The term force majeure in these conditions refers to any circumstance beyond the Seller's control, unforeseeable at the time of the conclusion of the contract, that permanently or temporarily prevents the execution of the contract, and, to the extent not already included, war, the threat of war, civil war, riots, strikes, employee lockouts, freight issues, fire, weather conditions preventing work, and other interruptions of the Seller's operations or the operations of the Seller's suppliers, as well as the failure of the Seller's suppliers.
21.2. In the event of an impediment to the execution of the contract due to force majeure, the Seller has the right, without judicial intervention, either to suspend the execution of the contract for a maximum period of three (3) months, or to fully or partially dissolve the execution of the contract, without the Seller being required to pay any compensation.
ARTICLE 22 - DEFAULT OF THE CLIENT
In cases provided for by law, as well as in the event that the Client does not fulfill, does not do so on time, or does not sufficiently fulfill one or more obligations arising from the contract, including the provisions of these General Terms and Conditions, or in the event that there is serious doubt about the Client's ability to fulfill its contractual obligations to the Seller, as well as in the case of bankruptcy, suspension of payments, total or partial cessation of work, liquidation, transfer or pledge of the Client's business, including the transfer or pledge of a significant part of its receivables, and furthermore in the case of seizure before judgment or in execution of the Client's assets, the Seller has the right, without notice or judicial intervention, either to suspend the execution of the contract for a maximum period of three (3) months, or to partially or totally dissolve the contract, without being liable for any compensation or guarantee, and without prejudice to its other rights.
ARTICLE 23 - SUSPENSION AND DISSOLUTION - CONSEQUENCES
23.1. In the event of suspension of its obligations by the Seller, the Seller is authorized, and obliged at the end of the suspension period, to choose between execution or complete or partial dissolution of the contract.
23.2. In the event of suspension or partial dissolution under the provision of the previous article, the agreed price becomes immediately due, after deducting expenses not incurred by the Seller due to the suspension or partial dissolution. In the case of partial dissolution, the Client is also required, after payment of the amount due under the previous sentence, to take possession of the goods covered by this payment, failing which the Seller has the right to have these goods stored at the Client's risk and expense, or to have them sold at the Client's expense.
23.3. If the Client returns the goods received from the Seller after the dissolution of the contract, such return of the goods is always at the Client's risk and expense, until the goods have been taken into possession by the Seller.
ARTICLE 24 - INTELLECTUAL PROPERTY
All commercial documents, offers, catalogs, visuals, and other communication materials of the Seller remain their exclusive property and are protected by applicable intellectual property rights. The Client is prohibited from any reproduction, representation, distribution, or exploitation, in whole or in part, of these documents without the prior written consent of the Seller.
ARTICLE 25 - PERSONAL DATA PROTECTION
In accordance with the General Data Protection Regulation (GDPR) 2016/679 of April 27, 2016, and the Data Protection Act of January 6, 1978 as amended, the personal data of the Client collected by the Seller is necessary for the management of orders and the execution of the contract.
Legal basis for processing:The execution of the commercial contract concluded between the Seller and the Client.
Retention period:Personal data is retained for the duration of the business relationship and for a period of ten (10) years from the end of the business relationship, in accordance with applicable accounting and tax legal obligations.
Recipients:This data is intended for the exclusive use of the Seller and its technical service providers (logistics providers, carriers, IT service providers) strictly necessary for the execution of the contract. The data will not be transferred to third parties for commercial purposes under any circumstances.
Rights of the data subjects:The Client has the right to access, rectify, erase, limit processing, data portability, and object to the processing of their personal data, which they can exercise by sending a written request accompanied by a copy of an identity document to the Seller's registered office or by email to contact@drhmarket.com.
Right to complain:The Client also has the right to lodge a complaint with the National Commission on Informatics and Liberty (CNIL), the competent supervisory authority for personal data protection in France (www.cnil.fr).
ARTICLE 26 - GENERAL PROVISIONS
26.1. If one or more provisions of the contract, including the provisions of these General Terms and Conditions, are null or become legally invalid, the other provisions of the contract remain in effect. The parties will consult on the provisions that are null or have become legally invalid in order to establish an alternative arrangement.
26.2. If one or more provisions of the contract, including the provisions of these General Terms and Conditions, conflict with mandatory provisions enacted or to be enacted by a competent authority, the latter provisions shall be deemed to replace the relevant provisions of the contract.
ARTICLE 27 - APPLICABLE LAW AND COMPETENT JURISDICTION
27.1. The contract, as well as all subsequent agreements arising from or resulting from it, are governed and interpreted in accordance with French law, with the exception of the provisions of the Vienna Convention on Contracts for the International Sale of Goods or any future international regulations on the purchase of movable goods whose applicability may be excluded by the parties.
27.2. For any dispute relating to the contract or the subsequent agreements arising from or resulting from it, the competent court at the location of the Seller's registered office (Nîmes, France) shall have sole jurisdiction in the first instance, unless the Seller explicitly opts for the jurisdiction of the court of the Client's domicile or place of establishment.
27.3. In the event of a dispute or disagreement, the parties agree to seek, prior to any legal action, an amicable solution through direct negotiation.
ARTICLE 28 - AMENDMENT OF THE GENERAL TERMS AND CONDITIONS OF SALE
The Seller reserves the right to modify these General Terms and Conditions of Sale at any time. The applicable General Terms and Conditions are those in effect on the date the order is placed by the Client.