General terms and conditions of sale and services

Version dated 1/01/2024

ARTICLE 1 – DEFINITIONS

The terms defined below will have the following meanings in these general terms and conditions of sale and services:
 
"Client" : refers to any professional who purchases Product(s) and Services through the Site for purposes within the scope of their professional activity, excluding consumers and non-professionals as defined by applicable regulations, who are prohibited from placing any orders for Products or Services through the Site ;

"General Conditions" : refer to the present general terms and conditions of sale for Products and Services ;

"Product(s)" : refers to the HAPO exoskeleton models sold in various sizes by ERGOSANTE through the Site ;

"Services" : refers to consulting services for the installation and use of the Products carried out at the Client's premises, also marketed through the Site ;

"Site" : refers to the website accessible at the address https://www.hapo.eu/fr/ and edited by ERGOSANTE, whose publication director is Mr. Samuel Corgne, hosted by OVH, a simplified joint-stock company registered with the Lille Trade and Companies Register under number 424 761 419, with its head office located at 2 rue Kellermann - 59100 Roubaix ;

"Part(s)" : refers separately or jointly to ERGOSANTE and the Client ;

"ERGOSANTE" : Public limited company with a board of directors, whose registered office is located at 28 Zone Industrielle de Labahou, 30140 Anduze, registered with the Nîmes Trade and Companies Register under number 790 648 851, represented by Mr. Samuel Corgne, with the VAT identification number FR36790648851 and whose customer service can be reached by email at contact@ergosante.fr.

ARTICLE 2 – SCOPE OF THE GENERAL CONDITIONS

2.1 The Client declares (i) to place an order for Product(s) and, if applicable, Services on the Site for purposes within the scope of their professional activity and (ii) not to act as a consumer or non-professional within the meaning of the applicable regulations.

2.2 The General Conditions aim to define the contractual framework applicable to the purchase by the Client of Products and Services marketed by ERGOSANTE through the Site.

2.3 The General Conditions constitute the set of contractual stipulations governing, in this context, the relationship between ERGOSANTE and the Client, who waives the right to invoke any other contrary document, including the General Purchasing Conditions, which would be unenforceable.

2.4 Purchases of Products and Services made on the Website imply the Client's unconditional acceptance of the General Terms and Conditions, which they have been able to freely review prior to placing their order. By checking the box "I acknowledge having read and accepted the general terms and conditions of sale and services" during their order and proceeding with the payment of their order, the Client provides irrevocable acceptance, acknowledging that by this act they have read, understood, and accepted the General Terms and Conditions. The General Terms and Conditions can be read directly on the Website and can also be sent by ERGOSANTE via email upon the Client's simple request.

2.5 The failure to exercise, at any given time, a prerogative recognized by the General Conditions or to demand the application of any provision of the General Conditions shall in no case be interpreted as a modification of the General Conditions, nor as an express or implied waiver of said prerogative and/or provision.

2.6 In the event that any provision of the General Conditions is deemed illegal or unenforceable by a court decision, the other provisions will remain in effect.

2.7 The General Conditions may be subject to future adaptations or modifications, and the version of the General Conditions applicable to the Client's order is the one in effect on the Site at the date the Client places the relevant order.

ARTICLE 3 – PRODUCTS AND SERVICES

3.1 ERGOSANTE is committed to selling Products that comply with the regulations and standards in force in the European Union at the time of sale, but does not guarantee such compliance with the applicable regulations for countries outside the European Union.

3.2 The essential characteristics of the Products are described on the Site with the greatest possible accuracy, particularly through detailed descriptions, photographs, as well as written and video user manuals.

3.3 The Client expressly declares (i) having taken note of this information before selecting the chosen Products and Services (see 3.6 below) and (ii) having received from ERGOSANTE all the information essential to their consent.

3.4 Product offers are subject to stock availability. If unavailable, ERGOSANTE commits to informing the Customer as soon as possible via email or phone. In the event of unavailability of the ordered Product(s), the Customer has the option to either cancel or modify their order. In case of cancellation due to unavailability, the Customer will be refunded as soon as possible from the receipt of their cancellation request.

3.5 The purchase of Products for resale is strictly prohibited.

3.6 ERGOSANTE also offers the Client, exclusively in mainland France and Réunion, consulting services for the installation and use of the Products, which are also marketed through the Site and will be carried out at the Client's location by the geographically closest ERGOSANTE agency.

ARTICLE 4 – PLACING ORDERS

4.1 In order to place online orders on the Site, the Client will first be required to create a customer account, during which the Client agrees to provide accurate, up-to-date, and complete requested data and to maintain its accuracy.

4.2 Access to the Client account is protected by a personal and confidential password. The Client agrees to keep it secret and not to disclose it to third parties under any circumstances. The Client is responsible for their password and for orders placed from their account. If they notice that their account is being used fraudulently, the Client must immediately report it to ERGOSANTE.

4.3 Any order on the Site requires the complete completion of all the different steps offered by the Site.

4.4 The order of Products and, if applicable, Services will only be definitively recorded upon the final validation of the order summary screen by the Client. This action is equivalent to the handwritten signature referred to in Article 1367 of the Civil Code. From this action, the order is considered irrevocable for the Client.

4.5 For ERGOSANTE, the order is only final after the Client receives confirmation of its acceptance via email, which will be sent without delay and after ERGOSANTE has received full payment of the relevant price. This confirmation email summarizes all the contractual information and includes the applicable General Conditions attached as PDF files. These documents can be saved, recorded, and printed by the Client. By saving and/or printing this email, the Client holds proof of their order, which ERGOSANTE recommends they keep.

ARTICLE 5 – PRICE, BILLING AND PAYMENT

5.1 Access to the Site is via the Internet. The costs of accessing the Internet network through a remote communication service are the responsibility of the Client.

5.2 The Products and Services are provided at the current prices indicated on the Site at the time the order is placed. These prices are stated in euros and do not include delivery charges, which are the responsibility of the Client. ERGOSANTE reserves the right to change its prices at any time without notice.

5.3 The final prices take into account any discounts that may be offered by ERGOSANTE on the Site and any promotional codes held and provided by the Customer.

5.4 Any Product ordered by the Client is billed by ERGOSANTE based on the final price and delivery charges indicated to the Client, depending on the delivery location, upon the complete completion of the order process.

5.5 The payment for the order is understood to be in cash and is made (i) by bank cards (Carte-Bleue, Visa, MasterCard) or (ii) by bank transfer to the ERGOSANTE account.

5.6 The Client is expressly informed that no order can be prepared or shipped until its total price has been fully received by ERGOSANTE. In the event of a bank refusal, the order will be automatically canceled.

5.7 ERGOSANTE reserves the right to refuse or cancel any order from a Client located in a country where ERGOSANTE cannot deliver the Products. ERGOSANTE also reserves the right to refuse or cancel any order from a Client with whom there is a dispute regarding the payment of a previous order.

5.8 In the case of international order/sale/delivery of Product(s), and unless a different Incoterm is expressly agreed upon in writing between the Parties, it is understood between the Parties that the sale will be subject to the Incoterm EX WORKS (EXW).

ARTICLE 6 – DELIVERY OF PRODUCTS AND PROVISION OF SERVICES

6.1 The Products will be delivered to the Client by an independent carrier partnered with ERGOSANTE to the delivery address indicated by the Client when placing the order.

6.2 ERGOSANTE reserves the right to make partial deliveries of the Products and will inform the Client accordingly.

6.3 The delivery times for the Products indicated to the Client by ERGOSANTE are purely indicative, with the understanding that any failure to meet these deadlines cannot result in any penalty for ERGOSANTE and/or compensation for the Client for any reason, nor can it lead to any termination or cancellation of the relevant order.

6.4 Regarding the Services, they will be carried out at the Client's location by the geographically closest ERGOSANTE agency, with the understanding that the terms of their execution will be determined by the Parties after the order is placed.

ARTICLE 7 – RIGHT OF WITHDRAWAL

As the Client is a professional purchasing the Products and, if applicable, the Services via the Site for purposes within the scope of their professional activity, the Client does not benefit from the right of withdrawal provided for by Article L. 221-18 of the Consumer Code, for the sole benefit of consumers as defined by the applicable regulations.

ARTICLE 8 – RETENTION OF TITLE

8.1 ERGOSANTE WILL RETAIN OWNERSHIP OF THE PRODUCTS UNTIL FULL PAYMENT OF THE PRICE BY THE CLIENT, THAT IS, THE ACTUAL RECEIPT BY ERGOSANTE OF ALL FUNDS CORRESPONDING TO THE ORDER, IT BEING UNDERSTOOD THAT IN THE EVENT OF NON-PAYMENT BY ITS DUE DATE, ERGOSANTE MAY IMMEDIATELY CLAIM THE PRODUCTS AND TERMINATE THE CORRESPONDING ORDER/SALE.

8.2 THESE STIPULATIONS DO NOT PREVENT THE TRANSFER OF RISKS ON THE PRODUCTS AS PROVIDED IN ARTICLE 9 BELOW.

ARTICLE 9 – TRANSFER OF RISKS

The risks of loss or damage to the Products, as well as any harm they may cause, are transferred to the Client upon their delivery to the Client by the carrier.

ARTICLE 10 – RECEIPT OF PRODUCTS AND COMPLIANCE

10.1 It is the Client's responsibility to check, upon receipt, the condition, apparent defects, quantity, and compliance of the Products with the corresponding order placed. Any claim by the Client in this regard must be made, under penalty of forfeiture of any related action, by any suitable written means within forty-eight (48) hours following the receipt of the Products:

  • In the event of a missing Product, and provided that this has been duly verified and confirmed by ERGOSANTE, ERGOSANTE's sole obligation, at its discretion and excluding any compensation or cancellation of the concerned order, will be either (i) to ship the missing Product(s) at its own expense or (ii) to issue a credit note for the relevant amount ;
  • In the event that Products are found to be non-compliant, and provided that this has been duly verified and confirmed by ERGOSANTE after examination of the returned Products, ERGOSANTE's sole obligation, at its discretion and excluding any damages or cancellation of the relevant Order, will be (i) to replace the non-compliant Products with compliant Products or (ii) to issue a credit note for the relevant amount. In any case, any return shipment by the Client of allegedly non-compliant Products must be subject to prior agreement from ERGOSANTE, particularly based on an analysis of photographs of the concerned Products sent by the Client to ERGOSANTE.

10.2 It is understood that the costs and risks of returning non-compliant Products will be borne by ERGOSANTE, as well as the reshipment of compliant Products to the Customer.

ARTICLE 11 – LEGAL WARRANTY ON PRODUCTS

In the case where the Client is a professional in the same specialty as ERGOSANTE, they expressly waive the application of the warranty against hidden defects as defined in articles 1641 and following of the Civil Code. In all other cases, the Products sold by ERGOSANTE benefit from the legal warranty against hidden defects.

ARTICLE 12 – COMMERCIAL WARRANTY ON PRODUCTS

Provided that he completes the warranty registration on the Site via the link https://www.hapo.eu/fr/declaration-de-garantie, the Client will benefit from the commercial warranty for twelve (12) months as detailed below:

ERGOSANTE guarantees the spring breakage as well as the abnormal deterioration of the fabric of HAPO exoskeletons.

In the event of a broken spring or abnormal fabric wear detected by our services, ERGOSANTE will either (i) send replacement components along with assembly instructions or (ii) come to the client's site to carry out the replacement.

In any case, the warranty only applies to the replacement of springs and fabric, excluding labor for replacement and delivery costs of the components, which will be the customer's responsibility based on a quote.

It is understood that our commercial warranty will not apply in the event that breakage or abnormal alteration of the fabric affecting our HAPO exoskeletons results from any of the following cases:

  • Normal maintenance absence, knowing that we recommend for our HAPO exoskeletons a regular cleaning adapted to their frequency of use, in accordance with the advice provided in the user manual. ;
  • Non-compliance with the normal conditions of use and intended purposes as detailed in the current user manuals ;
  • Normal wear and tear ;
  • Any mishandling ;
  • Any disassembly not approved by us.

ARTICLE 13 – LIMITATION OF LIABILITY OF ERGOSANTE

13.1 ERGOSANTE/the ERGOSANTE agencies are subject to an obligation of means and not an obligation of result in the performance of the Services. ERGOSANTE/the ERGOSANTE agencies will not incur any liability for any immaterial and/or indirect damage (namely, and without this list being exhaustive, all loss of profits, clientele, any financial, commercial, or immaterial damage) in connection with the Services. Without prejudice to the above stipulations:

  • if the liability of ERGOSANTE/the ERGOSANTE agencies were to be engaged in connection with the Services, for any reason and on any basis, the damages for which ERGOSANTE/the ERGOSANTE agencies would be liable, all damages combined, will be limited to the amounts paid by the Client to ERGOSANTE for the disputed order; and
  • The Client may only hold ERGOSANTE/the ERGOSANTE agencies liable for any damage of any kind, including any direct or indirect damage, related to the Services, within one (1) year from the occurrence of the said damage.

13.2 Regarding the Products, it is expressly agreed between the Parties that ERGOSANTE's liability cannot be engaged, particularly in the event of (i) use of the Products not in accordance with their intended purpose and industry standards (ii) failure to comply with legal/regulatory provisions (iii) non-compliance with the recommendations for use of the Products (iv) non-compliance with the user manuals and (v) non-compliance with usage exclusions.

ARTICLE 14 – INTELLECTUAL PROPERTY

14.1 The domain name of the Site, as well as all elements and content appearing on the Site, are the exclusive property of ERGOSANTE and are protected worldwide under copyright and intellectual property rights. Their reproduction, even partial, is strictly prohibited without prior and express authorization from ERGOSANTE. Any use or reproduction, even partial, of any element of the Site within a third-party site through processes known as inclusion, frames, inlining, or any other similar process is strictly prohibited.

14.2 Regarding the Products, their sale by ERGOSANTE to the Client does not grant the latter any rights to the intellectual property elements of any kind (trademarks, designs and models, patents, copyrights) related to the Products, and in particular to the intellectual property elements owned by ERGOSANTE, nor does it give the Client the right to register or exploit/use them for their own benefit.

ARTICLE 15 – PERSONAL DATA / GDPR

15.1 The communication by the Client to ERGOSANTE, at the time of creating their Client account, placing orders via the Site, and registering the commercial warranty, of personal data (mobile phone number, landline number, first and last name, email address, postal address) is based on their consent, noting that this collection is essential for the proper execution of orders/delivery of Products/performance of Services.

15.2 The only processing of this personal data will be (i) the proper execution of orders/delivery of Products/performance of Services and (ii) the creation of a customer database for the purpose of allowing ERGOSANTE to carry out the following operations: newsletter and emailing.

15.3 In accordance with Law No. 78-17 of January 6, 1978, as well as Regulation (EU) 2016/679 of April 27, 2016 (hereinafter referred to as the "GDPR"), the individuals concerned have the right to access, rectify, and delete personal data concerning them, as well as the right to set guidelines regarding the fate of their personal data after their death. They may also object, on legitimate grounds, to the processing of data concerning them, request a restriction of processing, and request to exercise their right to data portability. The concerned Clients can exercise all or part of their rights by sending an email for this purpose to the following email address: dpo@ergosante.fr.
 
15.4 The personal data collected will be retained by ERGOSANTE solely within French territory, exclusively for the purposes of carrying out the aforementioned processing, for a duration in compliance with regulations and the recommendations of the CNIL in this regard. ERGOSANTE prohibits itself from transmitting said personal data to any third party, except for its carrier and agencies that are part of the ERGOSANTE group, and this only for the execution of the order/Services. The individuals concerned have the right to lodge a complaint with the National Commission for Information Technology and Civil Liberties (CNIL). In any case, it is understood that the requirement to provide the personal data detailed above is contractual in nature, as the sale and delivery of the Products cannot be carried out if this data is not provided.

ARTICLE 16 – UNFORESEEN CIRCUMSTANCES AND FORCE MAJEURE

16.1 In the event of an unforeseeable change in circumstances at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume the risk of excessively onerous performance may request a renegotiation of the contract with its co-contractor.

16.2 The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, as defined in Article 1218 of the Civil Code.

ARTICLE 17 – LANGUAGE, APPLICABLE LAW AND DISPUTES

17.1 The General Conditions are written in French in their original version, which alone is authentic and takes precedence over any other version.

17.2 French law alone shall govern the interpretation and/or execution of these General Conditions and the orders to which they apply.

17.3 ALL DISPUTES RELATING TO THE INTERPRETATION AND/OR EXECUTION OF THESE GENERAL CONDITIONS AND/OR ORDERS MUST BE SUBMITTED TO THE COMPETENT COURTS OF NIMES IN FRANCE, NOTWITHSTANDING MULTIPLE DEFENDANTS, THIRD-PARTY CLAIMS, OR SUMMARY PROCEEDINGS.