Terms and Conditions

GENERAL SALES TERMS

The products of the company ACTIVA are dietary supplements; therefore, they cannot have a curative or preventive effect. Any suggestion of such action would be purely fictional. Dietary supplements are to be used as part of a balanced diet.

Article 1 – Application and enforceability of the general sales terms

These general sales terms apply to any sale of products or services concluded between the company Laboratoires Activa (hereinafter referred to as “the company”) and its customers. They are printed on the reverse side of each invoice and/or statement of invoices. Placing an order or accepting ordered goods implies the customer’s full and unconditional adherence to these general sales terms, to the exclusion of any other documents such as brochures or catalogs, which are for indicative purposes only. As the customer can choose their supplier at any time, no special conditions can prevail over the general sales terms without the formal written acceptance of the Company. The fact that the company does not invoke any of these general sales terms at a given time cannot be interpreted as a waiver to invoke any of these conditions at a later date. In the event of specific agreements contractually provided and in writing between the company and the customer, these agreements may derogate from certain provisions remaining applicable as non-contrary. These general sales terms apply throughout the territory of France and the European Community.

Article 2 – Disputes – Jurisdiction

Unless the company prefers to bring an action before any other competent jurisdiction, the commercial court or the district court of the company’s registered office shall be solely competent in the event of any dispute of any kind relating to a supply or payment regardless of the sales conditions and payment method. The interpretation and performance of these general sales terms and any acts resulting therefrom are subject exclusively to French law, unless harmonized with the directives of the European Community.

Article 3 – Order

Orders are final once they are transmitted by any means to the company. According to the professional practice, orders are placed by the customer and received by the company either by phone, fax, or mail, and unless there is a derogation from this practice, are subject to a purchase order. When deemed necessary to safeguard its interests, the company reserves the right to deviate without notice from this practice. Any modification or cancellation of the order cannot be considered. The acceptance of the order by the company results from the delivery of the products to the customer, except for services that may be the subject of a separate and autonomous contract. All orders imply acceptance of the general sales terms.

Article 4 – Execution of the order

Orders are fulfilled subject to availability, with the company being able to make global or partial deliveries. Deliveries are made by direct delivery of the products to the customer or by delivery of said products, in sealed packages, by a sender or carrier to the customer’s address. The package is generally accompanied by a delivery note or invoice. Deliveries are made to the customer’s premises, and the customer undertakes to receive them. The obligation in which the customer puts the company or the carrier to leave the package(s) in another place not closed due to the customer’s absence or closure of their establishment releases the company from any liability in case of theft, damage, or accident. Delivery and/or shipping times are always given purely as an indication, and their non-compliance cannot under any circumstances lead to termination or damages.

Article 5 – Receipt

Without prejudice to the measures to be taken with regard to the carrier, claims regarding visible defects or non-conformity of the delivered product to the ordered product must be made in writing within eight days of the effective delivery of the products. In the event of a visible defect or non-conformity of the delivered products to the ordered products, duly noted by the company, the customer may obtain a refund for the products, excluding any compensation or damages. Furthermore, the packaging bearing the company’s trademark must be returned in good condition, free of charge, to its employees, representatives, or agents within a maximum period of eight days from the date of delivery. They can only be used for products sold by the company, of which they are the exclusive property.

Article 6 – Non-execution of the order

The occurrence of a force majeure event has the effect of suspending the contractual obligations of the company. Force majeure events include, in particular, war, riots, fires, total or partial strikes hindering the proper functioning of the company, accidents, technical incidents, or any other similar event, the inability to be supplied. As the customer can choose their supplier at any time, the company reserves the right to refuse to enter into any new contractual relationship and, consequently, to fulfill any new order in the event that the customer is not up to date with their payment obligations to the company.

Article 7 – Returns

Any product return must be subject to formal agreement between the company and the customer. Any product returned without this agreement is held at the customer’s disposal and does not give rise to the establishment of a credit note. Any return accepted by the company results in the issuance of a credit note to the customer after qualitative and quantitative verification of the products by the company, and provided that the said products are accompanied by the corresponding justifications of orders. No return is accepted if the product has a expiry date less than or equal to six months, a date calculated from the date of the customer’s offer to the company. Under all circumstances, no product returned unfit for sale will be accepted on more advantageous terms than those agreed between the company and the customer.

Article 8 – Warranty

Products are guaranteed against any material or manufacturing defects, from the date of delivery, for a period defined by the warranty certificate inherent to the product. Interventions under the warranty shall not extend its duration. Under this warranty, the sole obligation of the company shall be the free replacement or repair of the element recognized as defective by its services. To benefit from the warranty, any product must first be submitted to the after-sales service of the company, whose agreement is essential for any replacement. Any possible shipping costs are the responsibility of the customer. Also excluded are defects and damage caused by natural wear and tear or by an external accident (defective maintenance, abnormal use, etc.), or by a modification of the product not foreseen or specified by the company.

Article 9 – Transfer of Risks

Notwithstanding the provisions of the subsequent Article 9, goods travel in all cases at the customer’s risk and peril, who is responsible in case of damage or missing items, for making all necessary observations and confirming his reservations, according to the provisions of Article 105 of the Commercial Code.

Article 10 – Retention of Title Clause

The transfer of ownership is subject to full payment for the goods delivered. The company intends to enforce the retention of title clause within the framework of the provisions of Articles 121 and 122 of Law No. 85-98 of January 25, 1985, and by derogation from the provisions of Article 1583 of the Civil Code. The retention of title applies even if payment deadlines have been exceptionally deferred to the buyer. All goods in stock are presumed to be unpaid. The responsibility for the storage of the goods is transferred to the buyer upon delivery.

Article 11 – Price

Goods are supplied at the price in force at the time of delivery, and/or at the price determined by the legislative and/or regulatory provisions applicable to the goods concerned by said provisions. Prices are subject to change without notice except for contractual commitments on our part with the buyer. Prices are exclusive of tax from the company’s premises based on the rates communicated to the customer; the different VAT rates being applied to different categories of products according to current legislation. Only the tax corresponding to the price actually paid entitles to deduction. Customers are solely responsible for setting their own selling prices and advertising said prices.

Article 12 – Invoicing

Invoices, according to the customer category, may be grouped into weekly, ten-day, fortnightly, or monthly statements, mentioning the due date of payments, starting from the end of the consolidation period. However, in case of cash payment upon delivery, each invoice is immediately due and payable, upon delivery of the products to the customer, which implies that, without payment, the goods will not be delivered.

Article 13 – Payment Terms

Payment conditions are those in force at the time of delivery, provided that the customer is up to date with its payment obligations towards the company. Invoices or statements of invoices are payable at the company’s headquarters. Bills of exchange drawn by the company to facilitate payment do not constitute novation of this place of payment. Discounts, rebates, and commercial and financial advantages of any kind, which are subject to scale communicated to the customer upon request, are only due under the express condition that the company has been effectively credited, at the agreed deadlines, with the full amount of all sums due by the customer. The amount of invoices or statements of invoices may not be unilaterally reduced by the customer by sums that may be owed to him by the company, which reserves the right to recover, at the customer’s expense, by any means, the sums thus deducted. Under no circumstances may payments or payment methods be suspended or modified, nor may they be subject to any compensation without the prior written agreement of the company. Subject to the customer being up to date with its payment obligations towards the company, or subject to the customer’s payment obligations towards the company not having been subject to more than two adjustments in a calendar year, the goods are payable within thirty days end of month, statement date, without interest, nor discount as a very exceptional case and quite effective beyond thirty days end of month increased by interest, the annual rate exclusive of tax of which cannot be less than the legal interest rate on the day of invoicing increased by one percent per annum, may be expressly granted by the company to the customer if the latter experiences, in the exercise of its profession, a conjunctural unforeseen event without challenging the general economy and/or the existence of its business. Any deterioration in the buyer’s credit may, at any time, justify, depending on the risks involved, the setting of a ceiling on the buyer’s overdraft, the requirement for certain payment terms, cash payment, or certain guarantees. This will be notably the case if a transfer, lease, pledge, or contribution of its business has an adverse effect on the buyer’s credit. In the event of deferred or term payment, payment within the meaning of this Article is not the mere delivery of a bill of exchange or a check implying an obligation to pay, but their effective payment on the agreed due date.

Article 14 – Payment Incidents

The company reserves the right not to make future deliveries in case of non-payment of a single invoice or statement of account on its due date, forty-eight hours after a request has been sent to the customer by registered letter with acknowledgment of receipt and has remained ineffective. During this period, the company reserves the right to continue its commercial relations with the customer only against cash payment for each delivery. At any time, the company reserves the right to set an overdraft ceiling for the customer, to modify the payment terms granted to him, to submit bills of exchange for acceptance, and to protest them for non-acceptance or non-payment on the due date. In accordance with Article 33 of Ordinance No. 86-1243 of December 1, 1986, late penalties are applied if the amounts due are paid after the payment date shown on the invoice when the payment is made beyond the deadline set by these general conditions of sale. These penalties amount to at least the same as those resulting from the application of a rate equal to one and a half times the legal interest rate on the due date. These interests run from the due date until the date of effective payment. Furthermore, any failure to pay on time results in the immediate due date for the entire debt of the customer, whether the sums due are overdue or to become due. The amount of the sums thus due shall, moreover, be increased, as a penalty clause, by a lump sum indemnity fixed at ten percent of these sums all taxes included. Failure to return the bill of exchange fifteen days before its due date is assimilated to non-payment, which is considered as a refusal to accept. Any partial payment is first allocated to interest, then to principal, in accordance with the provisions of Article 1254 of the Civil Code. The costs incurred by the contentious recovery of sums due by the customer are at his expense. By express agreement, in the event of placement under receivership or liquidation of the buyer, the outstanding amount of the invoices that it may have issued for services performed on our behalf (commercial cooperation, etc.) will be automatically offset against the sums still owed to us.

Article 15 – Contract Resolution for Non-Payment

In case of default in payment, and forty-eight hours after a fruitless formal notice, the sale is terminated automatically, and the Company may demand, at the customer’s expense, the return of the goods delivered and unpaid, without prejudice to any other damages. The resolution shall affect not only the order in question but also all previous unpaid orders, whether delivered or in the process of delivery, whether their payment is due or not

LEGAL NOTICE

Credits

The website https://www.activaacademy.com is designed, managed, and operated by the company Activa, with registration number SIRET 42421117500015 and RCS Paris, whose registered office is located at 48 rue de ponthieu 75008 Paris. The company can be reached by phone at the following number: 0825 09 21 92. The publication director is Mr. VERET Amalric, also the legal representative of the company.

The hosting of the website https://www.activaacademy.com is carried out on a dedicated server hosted by SiteGround Hosting Ltd., whose registered office is located at the following address: 7th Floor, 50 Broadway VAT: GB223072547 London SW1H 0DB, UK +44.800.862.0379.

The general terms and conditions of sale, including the withdrawal or complaint period, are accessible at the bottom of the website. The delivery time, return and refund conditions, service conditions, liability conditions, and any other general and specific mentions are specified there.

The company Laboratoires Activa cannot be held responsible for the content of comments left by Internet users on its products or any other possible misleading advertising. It is up to each Internet user to verify the information given regarding the quality of the product commented on. In case of health problems requiring medical treatment, it is advisable to consult a doctor or any other qualified healthcare professional.

The overall structure of the website https://www.activaacademy.com, as well as the texts, graphics, images, sounds, and videos composing it, are the property of the company Activa or its partners. Any representation and/or reproduction and/or partial or total exploitation of this site, by any means whatsoever, without the prior written authorization of the company Actia or its partners is strictly prohibited and could constitute an infringement within the meaning of articles L 335-2 and following of the Intellectual Property Code.

The company Laboratoires Activa cannot be held responsible for the use made by these partners of the texts, graphics, images, sounds, and videos downloaded from https://www.activaacademy.com.

DISTRIBUTION CHARTER

The company ACTIVA (hereinafter referred to as “ACTIVA”), established in 1999, specializes in the manufacturing, packaging, and distribution of nutritional food supplements.

These supplements comprise a range of natural active ingredient complexes in the form of microgranules, capsules, tablets aimed at enhancing well-being in the body and providing comfort.

Quality has always been inseparable from ACTIVA’s products (hereinafter referred to as the “Products”), enabling it to expand its sector of activity over the past years. This commitment to affirm its approach has resulted in ISO 9001:2015 certification.

Due to its commitment to guaranteeing a quality product and preserving its reputation, the Products can only be resold under the responsibility of a competent partner ensuring the image of these products.

Under these conditions, distributors (hereinafter referred to as the “DISTRIBUTOR”) wishing to resell ACTIVA products must commit to respecting ACTIVA’s values ​​as defined in this distribution charter.

Article 1 – Purpose of this charter

The purpose of this Charter is to define the values ​​that DISTRIBUTORS must adhere to in order to resell the Products marketed by ACTIVA under its own brands.

The DISTRIBUTOR, who wishes to resell ACTIVA Products, undertakes to respect the terms of this charter throughout the entire duration of the commercial relationship with ACTIVA.

Article 2 – Contractual documents

Relations between ACTIVA and the DISTRIBUTOR are governed by this charter as well as by ACTIVA’s General Terms and Conditions of Sale. The DISTRIBUTOR acknowledges having read ACTIVA’s General Terms and Conditions of Sale and having accepted the terms without reservation.

Article 3 – Values

To be a DISTRIBUTOR, the DISTRIBUTOR must, from the date of signing this Charter and throughout the duration of the commercial relationship with ACTIVA, respect all the values described below:

 

1- Presentation of the Products

ACTIVA markets high-quality products by managing the entire production process from supplies (active ingredients, excipients, packaging) and assembly protocols (dosage, mixing/compression) to the release of finished and packaged products.

Procedures defined in specifications are put in place at each stage, from design to marketing.

The manufacture of complexes is carried out in strictest standards to ensure safety and traceability (ISO 9001:2015 certification and European directive 2002/46, FDA CFR21 USA).

In a quest for excellence, products are manufactured in France in a unit compliant with applicable standards.

To preserve this qualitative image, the DISTRIBUTOR undertakes to present the Products in a space dedicated exclusively to food supplements.

This space must guarantee, by its location and layout, a valorous presentation of the Products, and avoid any denaturation, depreciation, and devaluation of the Products and their image.

The DISTRIBUTOR’s point of sale must be arranged in a neat environment, not likely to harm the image of these Products.

In the context of distribution via the internet, the DISTRIBUTOR must comply with the same conditions regarding the presentation of the Products as those mentioned above for physical points of sale.

The DISTRIBUTOR’s website must allow consumers to obtain appropriate technical and marketing information about the Products.

In general, the DISTRIBUTOR must ensure compliance with current regulations regarding food supplements and health claims in accordance with the law.

The DISTRIBUTOR undertakes in particular not to associate the Products with terms, words, or expressions unrelated to the type of Products and not respecting their qualitative image.

2- Guarantee of quality advice to consumers

Given the specificity of the Products, the DISTRIBUTOR undertakes, for each of its points of sale, to guarantee the presence of qualified personnel capable of advising the consumer in his choice of food supplements and providing him with the best information on each Product marketed by ACTIVA, on ACTIVA’s requirements regarding the selection of its Products.

3- Sale of products

The DISTRIBUTOR undertakes to respect the marketing advice possibly formulated by ACTIVA for the presentation of the Products.

In any event, the DISTRIBUTOR undertakes to respect the graphic charters of ACTIVA’s brands when selling the Products. Any advertising carried out by the DISTRIBUTOR mentioning the Products must respect ACTIVA’s graphic charters.

In the context of selling the Products, the DISTRIBUTOR will refrain from promotional initiatives likely to devalue the image of the Products. The DISTRIBUTOR undertakes in particular not to use the Products in promotional practices consisting of attracting consumers with commercial offers on the Products when they are not available in sufficient quantities in stock.

All sales via the internet require prior agreement from ACTIVA to preserve the laboratory’s image.

4- Financial conditions for resale of products

The DISTRIBUTOR may not resell the Products at a loss.

The DISTRIBUTOR must bear alone the risks of his operation without there being any subordination relationship or de facto company between the DISTRIBUTOR and ACTIVA.

The DISTRIBUTOR is completely independent and is solely responsible for the direction and management of his business. He must in particular ensure all obligations and responsibilities resulting from the hiring of his employees as well as all legal and regulatory formalities of a fiscal, social, and accounting nature without ACTIVA being able to intervene in any way.

The DISTRIBUTOR undertakes to resell the products only to consumers established in France.

5- Non-exclusivity of the DISTRIBUTOR

The status of DISTRIBUTOR does not confer any exclusivity on the marketing of the Products.

6- Responsibility and sanction

Failure to comply with the values, financial conditions, and graphic charters by the DISTRIBUTOR may lead to the cessation of any commercial relationship with ACTIVA.

The DISTRIBUTOR will be solely and entirely responsible for his commercial activity and in particular for any damages that may result for customers, or any other third party, from his advertising actions, failure to comply with the obligations resulting from this Charter, failure to comply with current regulations, violation of contractual obligations incumbent upon him by reason of contracts with his own clients, or any other harmful act attributable to him.

As a result, the DISTRIBUTOR will indemnify and hold ACTIVA harmless from any potential convictions to which it may be subject, due to the DISTRIBUTOR’s own default.

He must also reimburse ACTIVA for any sums that it may have had to incur to ensure its defense (bailiff’s fees, lawyer’s fees, court costs, etc.) and for which it could not obtain reimbursement. The DISTRIBUTOR undertakes to take out all compulsory insurance under legal and regulatory texts with the insurance company of his choice covering the risks that may result from his activity.

The DISTRIBUTOR undertakes, for the entire duration of this Agreement and the two (2) years following its termination, not to disclose any information of any nature whatsoever, including all commercial, financial, legal, and technical information relating to the Products and/or ACTIVA, which the DISTRIBUTOR may have become aware of during the execution of this Agreement, likely in particular to promote the interests of a company competing with ACTIVA or to harm ACTIVA even indirectly.

The DISTRIBUTOR undertakes similarly to enforce this obligation by his employees or by any person with whom he may be in contact.

7- Intellectual property rights

The DISTRIBUTOR has no intellectual property rights over the Products, the trademarks under which they are marketed, or the advertising or presentation documents provided by ACTIVA.

The DISTRIBUTOR, to the extent that he becomes aware of counterfeiting, imitation, unauthorized use, or acts of unfair competition, will report it to ACTIVA without delay.

8- Applicable law and Jurisdiction clause

Any dispute arising from this charter and more generally from the commercial relations between the DISTRIBUTOR and ACTIVA will be brought before the competent courts located in the jurisdiction of ACTIVA’s registered office.