1-1 The General Conditions of Sale define the rights and obligations of the company ONDES ET RAYONS (hereafter the « Seller ») as concerns the sale of its products (hereafter the « Products ») to its clients (hereafter the « Client ») through its website www.ormedical.fr (hereafter the « Website »).
1-2 The General Conditions of Sale do not apply to consumers or other non-professional users, for which specific conditions of sale can be provided upon demand.
1-3 The General Conditions of Sale supersede any other conditions of sale, in particular conditions applicable to other means of distribution.
1-4 They are available at any time on the Website and will prevail, if the case may be, over any other version or any other document.
1-5 The Products available on the Website can be bought from the following territories: Europe, Middle East, Africa (except in the countries where the Seller has a local exclusive distributor, the list of which can be found on the Website).
1-6 The General Conditions of Sale are deemed to be accepted by the Client by the confirmation of its order as stipulated in article 3 hereafter.
2. IDENTIFICATION OF THE CLIENT
2-1 The Client fills in the identification form provided on the Website before any order confirmation.
2-2 The Seller has no obligation to check the information given by the Client.
2-3 The Seller will not be held liable in case of any error on the identification form, in particular in case of error or inaccuracy concerning the invoicing or delivery address.
3. ORDERS
3-1 The Client selects on the Website the Products of its choice and confirms its order as follows : (1) choice of Product (2) choice of the quantity of Product (3) if the case may be, choice of other Products (4) confirmation of the Products in the shopping cart and of the total price (5) payment.
3-2 Before confirming its order, the Client needs to have filled in the identification form provided by the Website.
3-3 The Seller sends a confirmation of receipt of the order by email to the email address mentioned on the Client’s identification form.
3-4 The Client is solely responsible for the choice, use and conservation of the Products.
3-5 The Seller will not be liable in case of technical problem occurring when the Client makes its order. Consequently, the Client commits to check that it duly received the receipt of its order by the Seller, and, in case of doubt, to contact the Seller.
4. CONTRACT
4-1 The sales contract is deemed to exist in the terms of those General Conditions of Sale when the order sent by the Client through the Website is accepted by the Seller.
4-2 The acceptance of the order will be deemed to be given by the Seller if he does not refuse such order within 15 days of its receipt or if the Seller executes the order within this time period.
4-3 The confirmation of receipt sent by the Seller to the Client does not constitute an acceptance of the order.
5. EXECUTION OF ORDER
5-1 The presence of a Product on the Website does not imply that the Seller’s suppliers will be able to provide the Product and does not constitute any commitment to deliver. Consequently, potential delays will not allow the Client to cancel the sale, refuse the Products, ask for damages or any indemnity, delay or split payments.
5-2 Shipment times given by the Seller are purely indicative and do not constitute a commitment of the Seller.
5-3 Claims for non conformity of the delivery have to be notified by registered letter with acknowledgement of receipt sent to the Seller and to the forwarding company within 48 hours of delivery. After such time, the Client will be deemed to have definitively accepted the Products.
5-4 Non execution or partial execution of an order will not give rise to a right of indemnity to the Buyer. In case of non-availability of a Product, the Seller will be able to delay delivery and to inform the Client of such delay by any means.
6. DOCUMENTATION
Drawings, pictures or any other representations of the Products shown on the Website or the Seller’s catalogues are valid for information purposes only. The Seller reserves the right to deliver Products with design and/or technical modifications depending on the evolution of the manufacturing of the Products.
7. INSURANCE AND DELIVERY
7-1 Products are delivered at the risks of the Client, whatever the kind of delivery or the terms of payment of the order.
7-2 The cost of delivery is mentioned on the confirmation of order made by the Client.
7-3 In case of missing or deteriorated Products on delivery, the Client must : - write its reserves on the delivery slip and specify the nature of such reserves, the missing or deteriorated Products and more generally the object of its claim, - confirm such reserves to the forwarding company within 3 business days after delivery by registered letter with acknowledgement of receipt, with copy to the Seller indicating the references of the order (cf art. L. 133-3 of the French Code of commerce).
7-4 In case of non observance of the aforementioned procedure, the Client will lose any right of claim and compensation.
8. RETURN OF PRODUCTS
8-1 No return of products can be accepted unless prior written acceptance is given by the Seller.
8-2 Any return will be accompanied by a return slip, with reference to the invoice and to the original delivery slip, and will clearly mention the reasons of return. Special manufactures cannot be returned.
9. PRICE
9-1 The price applicable to the Products is the price indicated on the Website at the time when the order is made by the Client.
9-2 Prices are set pursuant to the current economic and fiscal conditions. They can be modified without notice at any time during the year.
9-3 The price of the Products does not include the costs of shipment and delivery.
10. PAYMENTS
10-1 Payments are payable by the Client immediately after having confirmed the contents of the shopping cart and the total amount of the order on the Website.
10-2 Payments are performed exclusively by way of banking card secured payment.
11. CANCELLATION OF CONTRACT
If the Client cancels its order, the contract will also be cancelled and the amount paid when the order was made will be considered as a deposit which the Seller will be entitled to keep as an indemnity.
12. RETENTION OF TITLE (Statute n° 80.335 of 12 May 1980)
12-1 The Seller reserves title and ownership of the Products sold until the Client’s full payment of the price in principal and accessories, pursuant to the applicable laws. Cheques and letters of credit are not considered as means of payment until they are actually cashed.
12-2 In the case of partial shipments, the Products which are still detained by the Client will be deemed to be the ones which remain unpaid.
12-3 In case of non payment, the Seller will be entitled to keep the Products remaining in its possession and to take back the Products already delivered, wherever their storage location, without prejudice of the Seller’s rights of action in damages for wrongful performance and default of payment of the price.
12-4 The risks related to the Products are transferred to the Client when shipment is performed notwithstanding the retention of title. The Client will insure the Products against any risks they may incur or cause from the time of shipment.
12-5 For the duration of the retention of title, the Client will not perform any sale of transformation of the Products in application of article 1142 of the Civil code, except for usual operations of the Client. The Client commits to inform the Seller of any deliveries to third parties so that the Seller will be able to exercise its rights on the Products wherever they are located. The Client commits to inform any third party whom the Products may be delivered to of the existence of the retention of title to the benefit to the Seller.
12-6 In the case where the Seller would actually repossess the Products, the Seller would be entitled to keep the amounts paid by the Client as damages, without prejudice of any other right of action.
12-7 In case of seizure or any other intervention from a third party, the Client commits to inform the Seller immediately.
13. TERMINATION / SPECIFIC PERFORMANCE
13-1 In case of non observance of the General Conditions of Sale by the Client, in particular in case of default of payment, the Seller will be entitled, at its sole discretion, either to request the specific performance of the contract or to send to the Client a registered letter with acknowledgement of receipt mentioning its intention to resort to the termination clause or to the acceleration of payments.
13-2 The sale will be automatically cancelled if, 8 days after receipt of such letter, the Client continues to fail in the observance of the General Conditions of Sale or any specific conditions. The Seller will be entitled to repossess the Products by any legal means.
14. PENALTY CLAUSE
14-1 In case of termination of the sales contract pursuant to article 13, the Seller will be entitled to keep any amount paid by the Client as a penalty, without prejudice of its right to claim damages.
14-2 If the Seller needs to resort to legal procedures to obtain the payment of its claims, a 15 % increase will be applied on the amounts due by the Client as penalty, plus proceedings costs and interests.
15. PRODUCT WARRANTY
15-1 Consumables are guaranteed until the expiry date mentioned on the packaging except in case of wrongful use. The Seller’s warranty is strictly limited to the replacement of consumables acknowledged as being defective or having a manufacturing, labelling or packaging defect. Any other compensation is excluded.
15-2 As concerns new equipment, the warranty will have a duration of 12 months from delivery date for any manufacturing defect. For second-hand equipment, the duration of the warranty is specified on the sales contract. The Client will inform the Seller of any defect by registered letter with acknowledgement of receipt within 30 days of delivery.
15-3 In the case of equipment including computer components, any modification or addition of software without the Seller’s prior approval will cancel the warranty.
15-4 The Seller will not be liable to any kind of compensation because of any impossibility to use the equipment, whatever the duration necessary for its repair or replacement or because of any other damage. The Client will not be entitled to obtain the reimbursement of defective equipment, except in case of written acknowledgement by the Seller that it cannot be repaired or replaced.
15-5 The replacement is performed by way of equipment or new pieces identical or of same quality, in the same quantity and type as those originally ordered. The warranty or the manufacturer’s warranties given by the Seller apply only if the Products are used in observance of the applicable standards and of the user’s guide, without any intervention of a third party non authorized by the Seller. The present stipulations cannot deprive the Client of the statutory warranties that he is entitled to.
15-6 The warranty does not apply to fuses and lamps.
16. CONFORMITY TO FRENCH LAW
16-1 The Products are in conformity with French laws and regulations in force at the time when they can be visualized on the Website. The Seller will not be held liable in case of non observance of the laws of the country where the Products are to be delivered, which is the Client’s sole responsibility. 16-2 Notwithstanding, the Seller will be entitled to cancel an order in case of doubt related to the observance of the laws of the country of delivery.
17. LIMITATION OF LIABILITY
17-1 The Seller’s liability for the supply of Products will not cover indirect damage suffered by the Client, such as loss of profit or revenue.
17-2 In any case, the Seller’s liability will be limited to the price invoiced for the particular Product which is the object of the Client’s claim.
17-3 The Client commits that its insurers or any other third party will waive their rights against the Seller beyond the aforementioned exclusions and limitations.
18. ENVIRONMENT
18-1 The Client will be in charge of checking the legal environmental regime of the Products that he buys and commits to fulfil its obligations concerning the disposal of waste.
18-2 In the case where the Products would be concerned by Decree 2005-829 of 20 July 2005, or any similar subsequent law, the Client will be in charge of the collection and treatment of the Products.
19. TRADEMARKS-MENTIONS
19-1 Any mention or use of trademarks, names, logos, colours, drawings or other belonging to, or registered by or affixed, by the Seller or the manufacturer, on any material, as well as any modification of the original packaging, or of the mentions affixed on the packaging or the Products, have to be approved in writing by the Seller.
19-2 The Seller reserves the right to demand the return of its articles, documents, and other commercial items and to forbid the issuance of texts or products using its names, registered trademarks or other, or the manufacturer’s, each time their use will be contrary to good faith, deceitful, or likely to harm the reputation of the Seller. All the above is without prejudice to the rights of action of the Seller, such as termination, damages or other indemnities, in case of non observance of this article by the Client.
20. DATABASES
20-1 The Seller uses a database related to its clients, in order to use statistics and to perform promotion operations. The Client has a right of access and modification of the information contained in such database, in application of the statute named “Informatique et libertés” dated 6 January 1978.
20-2 Data contained in the database can be communicated to third parties for commercial purposes. However, the Client will be entitled to refuse such communication of information by sending a letter to the Seller in tits purpose.
21. APPLICABLE LAW - JURISDICTION
In case of litigation related to the General Conditions of Sale, or the contracts they apply to, the courts of the registered office of the Seller will have sole jurisdiction. French law, to the exclusion of the Vienna Convention on International Sales of Goods, will apply.
