General Terms and Conditions of B2B Sale

GENERAL TERMS AND CONDITIONS OF B2B SALE

Last updated: 17 July 2026

1. Seller information

These General Terms and Conditions of B2B Sale are issued by:

H3RO SAS
548 Boulevard Georges Courteline
06250 Mougins
France

SIREN: 988 199 832
SIRET: 988 199 832 00011
RCS: Cannes 988 199 832
EU VAT number: FR51988199832

General enquiries: info@h3ro.fr
B2B enquiries: kristian.hansson@h3ro.fr

H3RO SAS is referred to in these Terms as “H3RO”, “we”, “us” or “our”.

2. Scope and B2B status

These Terms apply exclusively to sales made by H3RO to businesses, retailers, distributors, sports clubs, fitness centres, cafés, supermarkets, kiosks and other professional customers purchasing products for purposes connected with their trade, business or professional activities.

The customer is referred to as the “Customer”, “you” or “your”.

By creating a B2B account, placing an order through the H3RO B2B store, accepting an order confirmation or otherwise purchasing products from H3RO as a professional customer, you confirm that:

you are acting exclusively for professional or commercial purposes;
you have authority to act on behalf of the business identified in the B2B account;
the company, invoicing and VAT information supplied to H3RO is correct and complete; and
you are not purchasing as a consumer.

Consumer rights, including statutory consumer withdrawal or cooling-off rights, do not apply to purchases governed by these Terms.

3. Application and order of precedence

These Terms apply to all quotations, orders, order confirmations, invoices and deliveries made by H3RO to the Customer, unless H3RO expressly agrees otherwise in writing.

Any terms contained in the Customer’s purchase order, procurement system, correspondence or general purchasing conditions are excluded unless H3RO has expressly accepted them in writing.

In the event of a conflict, the following order of precedence applies:

a separately signed agreement between H3RO and the Customer;
any special conditions stated in H3RO’s order confirmation;
these Terms;
the applicable product information published by H3RO.

Acceptance of an order does not constitute acceptance of the Customer’s purchasing conditions.

4. B2B account approval

Access to H3RO’s B2B store and wholesale pricing is subject to approval by H3RO.

H3RO may request documentation confirming the Customer’s business registration, VAT registration, trading address, website, sales channels or professional activity.

The Customer is responsible for keeping its account details current and for protecting all login credentials. Any order placed through the Customer’s account will be treated as authorised by the Customer.

H3RO may suspend or close a B2B account where:

the information supplied is incorrect or incomplete;
the account is used for private or consumer purchases;
these Terms are breached;
fraudulent or abusive activity is suspected;
payment obligations remain outstanding; or
continued supply could expose H3RO to legal, regulatory, reputational or commercial risk.

Approval of a B2B account does not oblige H3RO to accept any particular order.

5. Products and product information

H3RO sells food products, including protein bars made from ingredients described on the relevant product page and packaging.

Product images, descriptions, nutritional information, ingredient lists, pack sizes and specifications are provided for identification and information purposes. The information printed on the product packaging supplied with the products shall prevail if there is a discrepancy.

Because H3RO products contain natural ingredients, minor variations in colour, appearance, texture or taste may occur between production batches. Such natural variations do not constitute a defect provided that the product remains safe and materially conforms to its stated specification.

H3RO may make reasonable changes to recipes, packaging, dimensions, design, suppliers or specifications where required by law, food safety considerations, supply availability or product development, provided that the essential characteristics of an accepted order are not materially altered.

6. Prices and B2B discounts

All B2B prices are stated in the currency displayed in the B2B store or order confirmation.

Unless expressly stated otherwise, B2B prices:

exclude VAT and other applicable taxes;
exclude delivery, freight, customs duties and import charges;
apply only to approved B2B customers; and
cannot be combined with consumer discount codes, subscription discounts, promotional offers or other reductions.

At the effective date of these Terms, H3RO’s standard B2B catalogue generally reflects a 20% reduction from H3RO’s applicable standard net retail list price, unless a different price or discount is displayed in the Customer’s B2B catalogue or order confirmation.

The price displayed in the Customer’s B2B catalogue at the time the order is submitted shall apply to that order, subject to correction of obvious pricing or technical errors.

H3RO may change prices, discounts and wholesale price lists for future orders at any time. Price changes will not affect orders already accepted by H3RO.

Any recommended retail price communicated by H3RO is non-binding. The Customer remains free to determine its own resale prices independently and in accordance with applicable competition law.

No minimum resale margin, sales volume or profit is guaranteed.

7. Minimum order quantity

The minimum order quantity is 12 boxes per order in total.

The minimum quantity may be combined across different flavours and product variants. For example, an order containing four boxes of each of three different flavours satisfies the minimum order quantity.

A box contains the number of individually wrapped products stated on the relevant product page or B2B catalogue. The current standard box contains 12 bars unless otherwise stated.

H3RO may reject, cancel or request adjustment of any order that does not meet the applicable minimum order quantity.

Different minimum quantities may apply to campaigns, promotional products, custom orders, samples or separately negotiated customer arrangements.

8. Orders and acceptance

The Customer is responsible for reviewing all products, quantities, delivery details, VAT information and prices before submitting an order.

An order submitted by the Customer constitutes an offer to purchase the products. An automated email acknowledging receipt of the order does not necessarily constitute final acceptance.

An order is accepted when H3RO:

sends an express order acceptance;
confirms that the order is being prepared or dispatched; or
otherwise confirms acceptance in writing.

H3RO may reject or cancel an order before dispatch where:

products are unavailable;
the order contains an obvious pricing, stock or technical error;
payment cannot be authorised;
the Customer does not satisfy H3RO’s B2B requirements;
delivery to the destination is not commercially or legally possible;
the order appears fraudulent or unlawful; or
fulfilling the order could breach sanctions, export restrictions or other applicable laws.

If payment has already been collected for an order that H3RO does not accept, the collected amount will be refunded through the original payment method.

After acceptance, an order may only be cancelled or changed with H3RO’s prior written approval. H3RO may require reimbursement of costs already incurred as a condition of accepting a cancellation or amendment.

9. Payment

Unless H3RO expressly agrees otherwise in writing, payment is due in full when the order is placed.

Payment may be made using the payment methods made available in the B2B checkout. H3RO is not required to dispatch an order until payment has been successfully received and cleared.

For manually issued invoices or orders where separate payment terms have been approved, payment is due on the date stated on the invoice. If no date is stated, payment is due immediately upon receipt of the invoice.

The Customer may not withhold, reduce, offset or delay payment because of a claim, counterclaim, expected credit note or dispute unless required by mandatory law or expressly accepted by H3RO in writing.

No discount is granted for early payment unless expressly stated on the invoice.

Late payment

Any amount not paid when due will automatically accrue late-payment interest from the day following the due date, without any prior reminder being required.

The applicable interest rate shall be the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, and shall in no event be lower than three times the applicable French statutory interest rate.

In addition, the Customer shall automatically owe a fixed recovery fee of €40 for each overdue invoice.

Where H3RO’s actual and reasonable recovery costs exceed €40, H3RO may claim additional compensation upon providing supporting documentation.

The Customer shall also reimburse reasonable legal, collection and enforcement costs to the extent permitted by applicable law.

H3RO may suspend pending orders, future deliveries and access to the B2B account while any payment remains overdue.

10. VAT, duties and taxes

The Customer must provide accurate invoicing and VAT information before placing an order.

French VAT will be applied where required by law.

For qualifying intra-Community supplies of goods from France to a VAT-registered business in another EU member state, H3RO may issue the invoice without French VAT where:

the Customer has supplied a valid EU VAT number;
the products are transported to another EU member state;
the legal conditions for VAT exemption are satisfied; and
H3RO holds the documentation required to support the exemption.

If a VAT number is invalid, incomplete or cannot be verified, H3RO may charge the applicable VAT.

The Customer is responsible for VAT, duties, customs clearance, import charges, environmental fees and similar charges payable in the destination country where these amounts are not expressly included in H3RO’s order confirmation.

If H3RO is subsequently required to pay tax, interest or penalties because the Customer supplied incorrect information or failed to meet the conditions for a tax exemption, the Customer must reimburse H3RO for the corresponding amount, except to the extent caused by H3RO’s own error.

11. Delivery territory

These Terms may be used for B2B deliveries throughout Europe. However, H3RO only accepts orders for countries and destinations made available in the B2B checkout or expressly approved by H3RO in writing.

Availability of B2C shipping to a particular country does not automatically mean that B2B delivery is available on the same terms.

For destinations outside the European Union, including the United Kingdom, Switzerland and Norway, the Customer may be required to act as importer of record and complete all local import and customs formalities.

H3RO may decline delivery to remote locations, restricted territories, sanctioned destinations or destinations where reliable delivery cannot reasonably be arranged.

12. Delivery times and costs

Delivery charges are calculated during checkout, stated in the order confirmation or agreed separately.

Any delivery time communicated by H3RO is an estimate unless expressly confirmed as a binding deadline in writing.

Delivery times may be affected by product availability, order volume, carrier capacity, customs procedures, public holidays and circumstances outside H3RO’s reasonable control.

A reasonable delay does not entitle the Customer to cancel the order, reject the products or claim compensation. Where a delay is material, the Customer must give H3RO written notice and a reasonable additional period in which to complete delivery before seeking cancellation.

H3RO may make partial deliveries. Each partial delivery may be invoiced separately where appropriate.

The Customer is responsible for ensuring that the delivery address is accurate and accessible and that an authorised person is available to receive the products.

Additional delivery, storage, redelivery or return costs caused by incorrect information, refusal of delivery or absence at the delivery address may be charged to the Customer.

13. Transfer of risk and ownership

Unless otherwise stated in the order confirmation, the risk of loss of or damage to the products passes to the Customer when the products are delivered at the agreed delivery address.

If the Customer appoints its own carrier or requests collection using a carrier not offered by H3RO, risk passes when the products are handed over to that carrier.

Ownership of the products remains with H3RO until H3RO has received full payment of all amounts due in relation to the products.

Until ownership has transferred, the Customer must:

keep the products identifiable as products supplied by H3RO;
store them appropriately and separately where reasonably possible;
not pledge or grant security over them; and
immediately notify H3RO of any insolvency, seizure or third-party claim affecting the products.

To the extent permitted by law, H3RO may recover unpaid products for which ownership has not transferred.

14. Inspection on delivery

The Customer must inspect each delivery immediately upon receipt.

Any visible transport damage, missing packages or quantity discrepancies must:

be clearly recorded on the carrier’s delivery document;
be reported to the carrier in accordance with the carrier’s applicable procedure; and
be reported to H3RO in writing within three business days of delivery.

The notice to H3RO must include:

the order or invoice number;
the affected product and quantity;
photographs of the outer packaging, shipping label and affected products; and
a description of the damage, shortage or error.

Other product non-conformities must be reported promptly and no later than five business days after discovery.

Failure to provide timely and sufficient documentation may prevent H3RO from processing the claim, except in relation to a latent defect that could not reasonably have been discovered during the inspection period.

The Customer must preserve the affected products and packaging until H3RO has completed its assessment or provided disposal instructions.

15. Returns and rejected products

B2B purchases do not include a general right of return or withdrawal.

Products cannot be returned because of:

overstocking;
slow sales;
changed demand;
changed preferences;
an ordering mistake;
price changes;
market conditions; or
the Customer’s inability to resell the products.

H3RO does not accept returns of food products without prior written authorisation.

Where H3RO authorises a return, the Customer will receive instructions regarding transport, labelling and the return address. Products returned without prior approval may be rejected and returned to the Customer at the Customer’s expense.

Unless the return concerns a confirmed defect, delivery error or recall attributable to H3RO, the Customer is responsible for all return costs and the original delivery charges will not be refunded.

Returned products must be unopened, undamaged, unaltered, properly stored, in their original saleable packaging and capable of being safely resold.

H3RO may refuse credit for products that have been opened, damaged, improperly stored, relabelled, contaminated or otherwise rendered unsuitable for resale.

16. Defective, damaged or incorrect products

If H3RO confirms that products were defective, damaged before the transfer of risk, materially non-conforming or incorrectly supplied, H3RO may, at its option:

replace the affected products;
issue a credit note;
refund the price paid for the affected products; or
agree another reasonable remedy with the Customer.

These remedies are subject to the Customer complying with the inspection, notification and preservation requirements in these Terms.

H3RO is not responsible for damage or deterioration caused after the transfer of risk, including damage caused by improper transport, storage, handling, display, repackaging or resale by the Customer or a third party.

17. Storage, handling and resale

The Customer must store and handle the products:

in accordance with the instructions printed on the packaging;
in a cool and dry place;
away from direct sunlight, excessive heat, moisture and contamination;
in suitable, clean and food-safe premises; and
using appropriate stock rotation based on best-before dates.

The Customer must not:

sell opened or damaged products;
sell products after their stated best-before date;
remove or obscure batch codes, ingredient information, allergen information, nutritional information or best-before dates;
alter, repackage or relabel products without H3RO’s prior written approval;
make misleading, unauthorised or unlawful nutritional or health claims;
present the products in a way that could damage H3RO’s reputation; or
sell products that the Customer knows or reasonably suspects may be unsafe.

The Customer is responsible for ensuring that its own storage, marketing, distribution and resale activities comply with the laws applicable in each market where it resells the products.

The Customer must ensure that product information required under local law is made available to its customers in the appropriate language and format, unless H3RO has expressly agreed to provide this service.

18. Traceability, food safety and recalls

The Customer must maintain reasonable records enabling products to be traced by product, batch, delivery and onward recipient where required by applicable food safety law.

If the Customer becomes aware of an actual or suspected food safety issue, contamination, allergic reaction, incorrect label, regulatory complaint or other issue that could require withdrawal or recall, the Customer must immediately:

stop selling the affected products;
isolate and preserve the affected stock;
notify H3RO;
provide all reasonably requested information; and
follow H3RO’s and the relevant authorities’ instructions.

The Customer must not issue a public recall notice concerning H3RO products without consulting H3RO, unless immediate notification is required by law or a competent authority.

Each party shall bear the reasonable costs of a withdrawal or recall to the extent that the event was caused by that party’s breach, negligence, unlawful conduct or failure to comply with its obligations.

19. Product and commercial warranties

H3RO warrants that, at the time risk transfers to the Customer, the products will materially conform to the accepted order and the product specifications supplied by H3RO.

This warranty does not apply where the issue is caused by:

normal variation in natural ingredients;
incorrect storage or handling;
exposure to heat, moisture, light or contamination;
damage after delivery;
alteration, relabelling or repackaging;
sale after the best-before date;
failure to follow H3RO’s instructions; or
use of the products for a purpose not reasonably intended by H3RO.

Except where mandatory law provides otherwise, the remedies stated in these Terms are the Customer’s exclusive remedies for defective or non-conforming products.

H3RO does not warrant any particular resale volume, profit margin, customer demand, commercial success or suitability for a specific sales channel.

20. Intellectual property and brand use

All intellectual property rights relating to H3RO, including trademarks, logos, product names, packaging, photographs, videos, designs, texts and marketing materials, remain the property of H3RO or its licensors.

During an active B2B relationship, the Customer may use marketing materials supplied or approved by H3RO solely for the purpose of marketing and reselling genuine H3RO products.

The Customer may not, without prior written approval:

alter H3RO’s logo, packaging or visual identity;
create packaging or labels that imitate H3RO’s branding;
register a company name, domain name, marketplace account or social media username containing H3RO’s name or trademarks;
imply that the Customer is owned by, employed by or officially represents H3RO;
use H3RO’s intellectual property for unrelated products; or
create nutritional, medical, environmental or performance claims not approved by H3RO.

H3RO may require the Customer to remove or correct any marketing content that does not comply with H3RO’s brand guidelines or applicable law.

21. Displays, samples and promotional materials

Displays, samples, point-of-sale materials, promotional products and other marketing equipment are included only where expressly stated in the order confirmation or a separate written campaign agreement.

Approval as a B2B customer, compliance with the minimum order quantity or completion of an initial order does not automatically entitle the Customer to receive a free display or other promotional equipment.

Any separate conditions relating to ownership, placement, minimum purchases, maintenance, return or replacement of promotional equipment shall apply in addition to these Terms.

22. Liability

To the fullest extent permitted by law, H3RO shall not be liable for:

loss of profit, revenue, margin or anticipated savings;
loss of customers, contracts or business opportunity;
loss of goodwill or reputation;
business interruption;
indirect or consequential loss; or
losses caused by the Customer’s improper storage, marketing, handling, distribution or resale of the products.

Subject to the exceptions below, H3RO’s total aggregate liability arising out of or in connection with these Terms and the relevant orders shall not exceed the total net amount paid by the Customer to H3RO during the 12 months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for:

fraud or fraudulent misrepresentation;
wilful misconduct or gross negligence;
death or personal injury caused by negligence;
mandatory product liability; or
any other liability that cannot be excluded under applicable law.

The Customer must take reasonable steps to mitigate any loss or damage.

23. Indemnification

The Customer shall indemnify H3RO against reasonable third-party claims, regulatory costs, losses and expenses arising directly from:

the Customer’s unlawful or misleading advertising;
unauthorised health, nutritional or product claims;
improper storage, handling, repackaging or relabelling;
resale after the best-before date;
alteration of the products or packaging;
breach of food safety or traceability obligations; or
infringement of H3RO’s intellectual property rights.

This indemnity does not apply to the extent that the claim was caused by H3RO’s own breach, negligence or defective product.

24. Confidentiality

Non-public price lists, discounts, quotations, account information, campaign plans and individually negotiated commercial terms supplied by H3RO are confidential.

The Customer may disclose such information only to employees and professional advisers who need it for the B2B relationship and who are subject to appropriate confidentiality obligations.

This section does not apply to information that is already public through no breach of these Terms or that must be disclosed by law or a competent authority.

25. Data protection

H3RO processes business contact information and other personal data in accordance with its Privacy Policy available on h3ro.online and applicable data protection law.

The Customer must ensure that any personal data supplied to H3RO has been collected and shared lawfully.

Each party acts as an independent data controller for the personal data it processes for its own business, accounting, compliance and customer relationship purposes, unless otherwise agreed in writing.

26. Compliance with laws

Each party must comply with the laws applicable to its performance under these Terms.

The Customer must not resell, export or otherwise supply products in breach of applicable sanctions, export controls, anti-bribery laws or trade restrictions.

The Customer is responsible for obtaining any licences, registrations or approvals required for its own business activities and resale channels.

Nothing in these Terms creates an employment relationship, commercial agency, franchise, partnership, joint venture or exclusive distribution arrangement between the parties.

The Customer has no authority to make commitments or representations on behalf of H3RO.

27. Force majeure

Neither party shall be liable for delay or failure to perform an obligation caused by an event outside its reasonable control.

Such events may include natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, strikes, government action, sanctions, border closures, customs delays, transport disruption, cyber incidents, interruption of energy or telecommunications, shortage of raw materials, supplier failure and carrier disruption.

The affected party must notify the other party within a reasonable time and take reasonable steps to reduce the effects of the event.

H3RO may allocate available stock fairly between customers where supply is limited.

If a force majeure event prevents performance of an order for more than 60 days, either party may cancel the unperformed part of the affected order by written notice without liability, except for amounts already due.

28. Suspension and termination

H3RO may suspend supply, cancel unfulfilled orders or terminate the Customer’s B2B access immediately where the Customer:

fails to pay an amount when due;
materially breaches these Terms;
provides false or misleading business information;
misuses H3RO’s brand or intellectual property;
sells or handles products in an unsafe or unlawful manner;
becomes insolvent or subject to bankruptcy, liquidation or similar proceedings; or
creates a material legal, regulatory or reputational risk for H3RO.

Termination does not affect rights, payment obligations or liabilities that arose before termination.

Provisions concerning payment, ownership, intellectual property, confidentiality, liability, indemnification, governing law and disputes survive termination.

29. Amendments

H3RO may amend these Terms from time to time to reflect changes in the business, products, prices, processes or applicable law.

The version accepted when an order is placed applies to that order.

Material changes apply only to future orders unless the change is required by law or agreed with the Customer.

The latest version will be made available through the H3RO B2B store or supplied upon request.

30. Assignment

The Customer may not transfer or assign its rights or obligations under an order or these Terms without H3RO’s prior written consent.

H3RO may transfer its rights and obligations to an affiliate or as part of a merger, restructuring, financing, business transfer or sale of the H3RO business, provided that the Customer’s material rights are not adversely affected.

31. Severability and waiver

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be modified to the minimum extent necessary or removed, and the remaining provisions shall continue in effect.

A failure or delay by H3RO to exercise a right does not constitute a waiver of that right.

A waiver is effective only if made expressly in writing.

32. Governing law

These Terms, all orders and all contractual and non-contractual disputes arising from the B2B relationship are governed by French law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Mandatory laws that cannot validly be excluded remain unaffected.

33. Disputes and jurisdiction

The parties shall first attempt in good faith to resolve any dispute through direct commercial discussions.

The Customer must send written details of the dispute to info@h3ro.fr. The parties shall allow a reasonable period for investigation and resolution before commencing court proceedings, except where urgent interim measures are required.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE BETWEEN H3RO AND A CUSTOMER ACTING AS A MERCHANT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF CANNES, FRANCE, INCLUDING THE COMMERCIAL COURT OF CANNES WHERE APPLICABLE.

Where an exclusive jurisdiction clause cannot legally be enforced against a particular Customer, the dispute shall be submitted to the court having jurisdiction under applicable law.

34. Language

These Terms are drafted in English for use in international B2B transactions.

Translations may be made available for convenience. In the event of a discrepancy, the English version shall prevail to the extent permitted by applicable law.

35. Contact

Questions concerning these Terms, B2B accounts, orders or invoices may be directed to: