General Terms and Conditions of Sale

SBD-SPORTBRANDDEVELOPMENT

Legal form: SASU (simplified joint-stock company with a single shareholder)

Share capital: €1,000

SIREN: 848 855 615

SIRET (registered office): 848 855 615 00029

Trade and Companies Register: 848 855 615 R.C.S. Versailles

VAT number: FR55848855615

Address: 6 Avenue de Brienne, 78600 Maisons-Laffitte, France

Email: info@sbdsport.com

(hereinafter the “Seller”)

ARTICLE 1 – DEFINITIONS

• Customer: any legal entity or natural person acting for professional purposes, who has requested the opening of an account on the Website and, after validation, is authorized to access prices and place orders.
• Professional: a person acting within the scope of their commercial, industrial, craft, liberal or agricultural activity.
• Products: products, equipment, accessories and/or various items offered on the Website.
• Order: purchase of Product(s) made by the Customer via the Website, after authentication and account validation.
• Delivery: handover of the Products to the carrier and transport to the address provided by the Customer.
• Direct debit mandate: signed SEPA authorization (paper or electronic) allowing payment by direct debit via Stripe.
• Payment incident: rejection, refusal, cancellation, dispute, insufficient funds, or any failure of a SEPA direct debit.

ARTICLE 2 – PURPOSE AND SCOPE

These GTCS define the rights and obligations of the parties in connection with the online sale of Products on the Website.

Sales are reserved for Professionals. By creating an account and/or placing an Order, the Customer acknowledges that they are acting in a professional capacity.

Any Order implies full and unreserved acceptance of these GTCS, which prevail over any other document of the Customer, unless otherwise agreed in writing by the Seller.

The Seller reserves the right to amend the GTCS at any time. The GTCS applicable are those in force on the date the Order is validated.

ARTICLE 3 – ACCESS TO THE WEBSITE / ACCOUNT CREATION (VERIFIED RESELLERS)

The Website is reserved for Professionals (resellers / retailers) holding a Customer account approved by the Seller.

A user may access the Website and request the creation of an account. Until the account is approved:

• prices and/or commercial terms are hidden (not visible);
• ordering (cart / checkout / payment) may be disabled or blocked.

Account approval takes place after review by the Seller’s team (verification of the company, information provided and, where applicable, supporting documents).

For account opening and approval, the Customer may be required to provide: company name, SIREN/SIRET number, VAT number, billing/delivery address, telephone number, professional email address, and/or any supporting document (e.g. Kbis extract, bank details/IBAN).

The Seller reserves the right to refuse, suspend or close an account in the event of inaccurate information, fraud risk, abuse, or payment incident.

Login credentials are strictly personal. The Customer is responsible for the confidentiality and use of their account.

ARTICLE 4 – PRODUCTS

The Products are described and presented as accurately as possible. Photographs, visuals and descriptions are not contractually binding.

Compatibility / use: the Customer is responsible for choosing references, compatibility and use of the Products. It is recommended to seek assistance from a qualified professional where necessary.

ARTICLE 5 – PRICES

Prices are stated in euros. Unless otherwise indicated, they are displayed excluding VAT. VAT and delivery costs are added before validation of the Order where applicable.

Prices and commercial terms are accessible only to approved Customer accounts.

The Seller reserves the right to change its prices at any time. The invoiced price is the one displayed at the time the Order is validated.

International: depending on the destination, fees, taxes, customs duties, import formalities or local charges may be payable by the authorities/carriers and remain the responsibility of the Customer, unless expressly stated otherwise.

ARTICLE 6 – ORDER

The Customer places an Order via the Website after authentication, provided that their account has been approved.

Validation of the Order constitutes acceptance of the GTCS and acknowledgement of full knowledge thereof.

A confirmation email may be sent. Unless proven otherwise, the data recorded by the Seller shall constitute evidence.

Conclusion of the sale: the sale is considered concluded upon validation of the Order and subject to the effective implementation of payment (signed mandate and possible direct debit, or required alternative payment).

Fraud prevention: the Seller may request supporting documents (identity, company, VAT, bank details/IBAN, proof of signature of the mandate). Failing this, the Order may be suspended or cancelled.

ARTICLE 7 – AVAILABILITY

Offers are valid subject to available stock.

In the event of unavailability after validation, the Customer will be informed. The Seller may offer a postponement, an equivalent replacement, or cancellation (partial or total) with reimbursement of the corresponding amounts.

ARTICLE 8 – PAYMENT (SEPA DIRECT DEBIT VIA STRIPE) & ANTI-NON-PAYMENT MEASURES

8.1 Main payment method

Payment is made by SEPA direct debit via Stripe, after the Customer signs a Direct debit mandate (electronic or paper signature).

8.2 Direct debit mandate

The Customer undertakes to provide accurate information (IBAN/BIC, account holder, etc.) and to sign the mandate. No shipment may be made until the mandate has been signed and validated, and until the information required for the direct debit is complete.

8.3 Payment incident / unpaid invoice (security measures)

In the event of a payment incident (rejection, refusal, cancellation, dispute, insufficient funds, or any failed SEPA direct debit):

• the Seller may temporarily suspend SEPA direct debit payment for the Customer’s account;
• the relevant Order may be suspended until full payment of the amounts due;
• for the next two (2) orders, the Seller may require secure alternative payment before shipment, in particular by bank card via Stripe (or bank transfer);
• SEPA direct debit may be reactivated after two (2) consecutive payments made without incident (or at the Seller’s discretion).

Important: no bank card charge will be made without action/authorization by the Customer via the proposed payment method (payment link, Stripe interface, or online validation).

8.4 Fees & collection

Banking/technical fees related to a rejection or payment incident may be re-invoiced to the Customer, where such fees are actually borne by the Seller.

8.5 Late payment – penalties (B2B)

In accordance with Article L.441-10 of the French Commercial Code, any late payment automatically gives rise to late payment penalties due from the day following the due date, as well as a fixed indemnity for collection costs of €40, without prejudice to additional compensation if collection costs exceed this amount.

8.6 Retention of title

The Seller retains ownership of the Products until full payment of the price (principal, fees, taxes and ancillary charges included).

ARTICLE 9 – DELIVERY ( INTERNATIONAL) – DSV

9.1 Area

Delivery internationally, according to the options offered at the time of the Order.

9.2 Carrier

Deliveries are made by DB Schenker (or any substitute carrier if necessary).

9.3 Timeframes

The preparation and delivery times indicated on the Website are given for information purposes only and may vary depending on the destination, period and logistical constraints.

9.4 Address / information

The Customer is responsible for the accuracy of delivery information (name, company, address, telephone number, opening hours, access codes, etc.). In the event of an error, absence, refusal or impossibility of delivery attributable to the Customer, additional costs (storage, redelivery, return, etc.) may be re-invoiced.

9.5 Transfer of risk

Unless otherwise agreed in writing, the risks related to transport are transferred to the Customer upon handover of the parcels to the carrier.

9.6 Receipt – reservations

The Customer must check the condition of the parcels upon delivery (packaging, seals, quantity, references). In the event of damage, missing items or damaged parcels:

• make specific reservations on the carrier’s delivery note,
• take photos (parcel + label + contents),
• report the issue within 48 hours to info@sbdsport.com (with the order number).

Failing reservations and notification within the required timeframe, the claim may be refused.

ARTICLE 10 – RETURNS / CLAIMS (B2B)

Returns are accepted only after prior written approval from the Seller (return authorization / RMA) and according to the conditions communicated on a case-by-case basis.

Except in the case of an error attributable to the Seller (non-conforming product, wrong reference shipped), return costs are borne by the Customer.

Products must be returned complete, unused, properly protected, and if possible in their original packaging. Any incomplete, damaged, used or unsellable Product may be refused or subject to a reduction.

No right of withdrawal: as the sale is carried out between professionals, the “consumer” withdrawal regime does not apply.

ARTICLE 11 – WARRANTIES

Depending on the case, the Products may benefit from a manufacturer’s warranty and/or an explicitly stated commercial warranty. Requests must be sent to info@sbdsport.com with: order number, reference, description, photos/videos.

Exclusions: improper use, incorrect assembly, oxidation/liquid damage, impact, unauthorized intervention, normal wear and tear, failure to follow instructions, incompatibility, etc.

ARTICLE 12 – LIABILITY

The Seller may not be held liable for indirect damage (loss of business, loss of turnover, loss of data, etc.).

In any event, the Seller’s liability is limited to the amount excluding VAT of the relevant Order, unless otherwise provided by mandatory law.

The Seller shall not be held liable in the event of force majeure or events beyond its control (transport, strike, logistics crisis, etc.).

ARTICLE 13 – PERSONAL DATA

The processing of personal data is detailed in the Website’s Privacy Policy. The Customer notably has the rights of access, rectification, erasure, objection, restriction and portability, as well as the right to lodge a complaint with the CNIL.

ARTICLE 14 – INTELLECTUAL PROPERTY

All elements of the Website (texts, images, logos, content) are protected. Any reproduction or unauthorized use is prohibited.

ARTICLE 15 – ENTIRE AGREEMENT / PARTIAL INVALIDITY

If any clause is declared void, the other provisions shall remain applicable.

ARTICLE 16 – DISPUTE RESOLUTION

In the event of a dispute, the parties shall seek an amicable solution.

Failing an amicable agreement, any dispute relating to the interpretation or performance of these GTCS shall be submitted to the competent courts within the jurisdiction of the Seller’s registered office, unless mandatory rules provide otherwise.

ARTICLE 17 – APPLICABLE LAW

These GTCS are governed by French law.