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Unless otherwise agreed, orders are not subject to a purchase order, it being specified that the invoice issued certifies the order placed by the customer, regardless of how the invoice is made available.

By placing an order with the Company, the customer acknowledges that they are solely responsible to the manufacturer of the products they have ordered for compliance with any selective distribution criteria attached to said products.

The sales contract shall only be deemed to have been formed upon acceptance of the order by the Company, which acceptance shall only be manifested upon delivery of the goods to the customer.

No modification or cancellation of an order is possible, except in the case of narcotics and/or cold chain products and where the request for modification or cancellation is brought to the Company's attention within one hour of the transmission of the order to be modified.

The Company reserves the right to refuse to enter into any new contractual relationship and/or to fulfill any order if the customer is not up to date with their payment obligations to the Company.

Orders are only fulfilled subject to availability, and the Company may make full or partial deliveries.

 

Deliveries are made in containers belonging to the Company. Any container not returned within seven working days of the delivery date will be invoiced according to the current price list. When deliveries are made outside opening hours, the pharmacy must be equipped with a device enabling the delivered products to be isolated.

Failure to comply with these obligations, particularly in cases where the customer requests that parcels be left in an unlocked location, shall in all cases be unenforceable against the Company.

 

Delivery times are given as an indication only and are not guaranteed.

 

Delivery charges are payable to the Company under certain conditions, such as failure to reach a minimum monthly purchase amount. These conditions and the current rates are available on request from the customer's account manager or via the following email address: commerce.AH@cencora.fr

Complaints regarding apparent defects or non-conformity of the delivered product must be made in writing, accompanied by the relevant supporting documents, within 72 hours of delivery of the products.

In the event of an apparent defect or non-conformity of the products delivered with the products ordered, duly noted by the Company, the customer may obtain a refund for the products, to the exclusion of any compensation or damages.

Any product return must be agreed in writing between the Company and the customer. Any product returned without this agreement shall be held at the customer's disposal and shall not give rise to a credit note.

 

Except in the cases referred to in Article 5, which give the right to a refund of the price paid, any return accepted by the Company shall give rise to a credit note, with a discount and based on the pre-tax pharmacy price, after verification of the products by the Company and provided that the said products are accompanied by the corresponding supporting documents.

 

No returns will be accepted after eight days following delivery, nor if the product has been decommissioned, if it has been sold to a customer outside the EU or if it has an expiry date of less than or equal to six months, calculated from the date of the return request.

The costs and risks of the return are borne by the customer.

The Company retains ownership of the goods until full payment has been received. These provisions do not prevent the transfer to the customer, upon delivery of the products, of the risks of loss, theft or damage, as well as any damage they may cause.

 

In accordance with the retention of title clause accepted by the customer, the Company may recover the goods present in the customer's stocks, regardless of batch numbers, expiry dates or other means of identifying the goods, provided that the goods present in the stocks are of the same nature and type as the unpaid goods. The customer acknowledges the fungible nature of goods sold under retention of title, notwithstanding their possible individualisation for any reason whatsoever. Any goods taken back pursuant to the retention of title clause shall be valued at the price in force on the day of return, after application of a discount.

Goods are supplied at the price in force at the time the order is prepared. Prices are exclusive of tax, with different VAT rates being applied to different categories of products in accordance with the legislation in force.

 

Discounts, rebates and similar commercial and financial benefits of any kind are only payable to the customer on the express condition that the Company has been credited, on the agreed due dates, with the full amount of all sums owed by the customer. In order to benefit from negotiated commercial terms, the customer must make at least 90% of its "distribution" purchases from the Company.

 

Discounts to which the customer is entitled for purchases of products made under "market contracts" and/or purchases of generic laboratory products will be deducted, on a provisional basis, from the invoices relating to these purchases. These discounts are conditional upon reaching minimum purchase amounts, which are communicated by the customer's account manager, the team at their site of attachment, or upon request via the following email address: commerce.AH@cencora.fr

 

An adjustment may be made at the end of each month/half-year/year if the customer has not reached the minimum monthly/half-yearly/annual purchase thresholds required to qualify for these discounts.

The customer has one month from receipt of the invoice or statement to contest it, by registered letter with acknowledgement of receipt. Beyond this period, any dispute shall be time-barred.

Goods and services are payable in cash on a ten-day statement, less the discount applicable on the invoice date, it being specified that the Company is free to change the discount at any time without prior notice to the customer.

Extended payment terms may be granted to the Customer who makes at least 90% of their purchases on a "distribution" basis from the Company, after the latter has analysed their latest complete tax returns. Any payment beyond 30 days will be subject to interest charges.

Invoices are payable by LCR or direct debit. The Company only accepts payment by cheque in the cases expressly provided for in this article.

Under no circumstances may payments or payment methods be suspended or modified by the customer without the prior written consent of the Company.

If the payment due date falls on a Saturday, Sunday or public holiday, the payment will be taken on the last working day before the due date.

No compensation of any kind and for any reason whatsoever between sums that the customer considers to be owed to the Company and others that it considers to be owed to it by the latter may be made by the Customer without the Company's written consent. In the event of non-compliance with these provisions, the Company shall use all means, including legal action, to enforce its rights.      

    

In the event of a judgment opening Collective Proceedings, during the entire observation period and the fourteen months following the court decision ending that period, deliveries made shall not give rise to any commercial or financial advantage of any kind. Furthermore, the Company will only make deliveries in return for cash payment on a ten-day invoice statement by LCR or direct debit, accompanied by a security deposit equivalent to two ten-day purchases or, failing that, against daily payment by bank cheque or bank transfer.

In the event of non-payment and forty-eight hours after a formal notice to pay has remained unsuccessful, the sale shall be automatically terminated and the Company may demand, at the customer's expense, the return of the unpaid goods.

The Company reserves the right not to make future deliveries in the event of non-payment of a single invoice or statement on its due date, forty-eight hours after a request has been sent to the customer by registered letter with acknowledgement of receipt and has remained without effect. During this period, the Company reserves the right to continue its relationship with the customer only against cash payment for each delivery.

The Company reserves the right at any time to modify the payment terms granted to a customer and to require the provision of real and serious guarantees.

Any partial payment shall first be applied to the interest, then to the principal, in accordance with the provisions of Article 1254 of the Civil Code.

Customers who are in arrears with their payments shall be automatically liable to the Company for a fixed compensation fee for recovery costs of €40 per invoice. Where the recovery costs incurred by the Company exceed the amount of this fixed compensation fee, the Company reserves the right to request additional compensation from the customer, subject to justification.

The customer undertakes to inform the Company's Sales Department (222, Rue des Caboeufs – 92230 Gennevilliers), by registered letter with acknowledgement of receipt and with due notice of its decision to terminate the commercial relationship or to reduce the average monthly amount of its purchases from the Company by more than 30% (average calculated over the last 6 months or over the period of collaboration if this is less than 6 months). The notice period to be observed is as follows:

2 months if the commercial relationship is less than 1 year old

3 months if the commercial relationship has lasted between 1 and 3 years

4 months if the commercial relationship has lasted for more than 3 years

Failure to comply with this notice period may result in the customer being charged compensation equivalent to 15% of the average monthly amount of their net purchases from the Company during the last six months preceding the implementation of their decision or during the period of collaboration if this is less than 6 months.

The Company shall not be held liable for any indirect damage, such as loss of customers or turnover, lost savings, etc., which may affect the customer.

The Company avoids communicating banking information by email or telephone and therefore declines all responsibility in the event of the use, without verification by the customer, of banking information received from third parties, by email or telephone, and appearing to originate from the Company.

All documents, information and/or data transmitted by the Company to the customer or to which the latter has access in the context of its relations with the Company (the "Confidential Information" or "CI") are strictly confidential. The customer acknowledges that the CI is the exclusive property of the Company.

The customer undertakes to respect the confidentiality of all CI. The customer is authorised to disclose CI only to authorised persons who need to know it exclusively in the course of their work on behalf of the customer (including its staff, chartered accountants, solicitors and/or insurance company) (the "Authorised Persons"). The client shall ensure compliance with this clause by the Authorised Persons, who shall be bound by a confidentiality agreement at least as strict as that referred to in this clause, and shall be liable to the Company for any breach of confidentiality obligations by the Authorised Persons.

Under no circumstances may the client allow third parties other than Authorised Persons to access and/or use the IC by any means whatsoever, directly or indirectly.

The customer undertakes to implement the organisational and technical means and to take all necessary precautions to preserve the security and confidentiality of the IC and to prevent its disclosure to anyone, directly or indirectly. In particular, the customer undertakes to take all measures to prevent any unauthorised access and/or use of the IC and to prevent any loss or alteration of said IC, in particular by setting up personal and confidential login details (usernames, passwords) for each member of its staff with access to the IC.

As soon as it becomes aware of any fact that may constitute a breach of the security or confidentiality of the IC, the customer undertakes to notify the Company.

The Company is required to process personal data concerning the customer in order to fulfill its obligations within the framework of the commercial relationship between them, in its capacity as data controller. This mainly concerns the customer's surname, first name, address, email address and sales data. This data is processed in accordance with the applicable legal and regulatory provisions, in particular the General Data Protection Regulation 'GDPR' EU 2016/679 ('the Regulation') and Law No. 78-17 of 6 January 1978 on information technology, files and freedoms.

 

The Customer is informed that, for the purpose of improving the quality of the service offered by the Company, their telephone calls with the Company may be recorded.

Customer data is kept for the time corresponding to the purpose of collection, without exceeding a maximum period of five (5) years following the end of the commercial relationship between the customer and the Company, unless there is a legal obligation to archive it.

 

It may be communicated, in particular in aggregate form, to affiliated companies for administrative reasons, to subcontractors for the performance of tasks necessary for the purpose of collection, or to third parties linked to the Company by contract for the purposes of the legitimate interests pursued by the Company.

 

The customer has the right to access, rectify or erase their data, restrict its processing, withdraw their consent, a right to portability and a right to object to the collection of their data. The customer also has the right to lodge a complaint with the CNIL.

 

The customer may contact the Company (providing proof of identity) by sending a request:

-   by email to: donnees.personnelles@alliance-healthcare.fr

 

Any disputes relating to these GTC, the sale of products and the provision of services shall be brought exclusively before the competent courts within the jurisdiction of the Company's registered office.         

                                                                                                                     

1 January 2026

 

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