Terms & Conditions

ARTICLE 1 - Scope of application

These General Terms and Conditions of Sale constitute, in accordance with article L 441-6 of the French Commercial Code, the single foundation for the commercial between the parties.

Their purpose is to define the conditions under which Ergosolutions (the "Service Provider") provides the following services to professional clients (the "Clients") who request them via the Service Provider's website, by direct contact or on paper:

sale of therapeutic furniture with installation (optional) (the "Services").
They apply, without restriction or reservation, to all Services provided by the Service Provider to Customers in the same category, regardless of any clauses that may appear in the Customer's documents, in particular its general terms and conditions of purchase.

The Service Provider is entitled to make any changes it deems necessary.

ARTICLE 2 - Orders

2.1 Validity of orders

Sales of Services are only valid once a quotation has been drawn up and the Customer's order has been expressly accepted in writing by the Service Provider, evidenced by an acknowledgement of receipt from the Service Provider and acceptance of the quotation.

2-2 Cancellation of orders

If the Customer cancels the order after it has been accepted by the Service Provider at least sixty days before the date scheduled for the provision of the Services ordered, for any reason whatsoever other than force majeure, the deposit paid when the order was placed, as defined in the article "Terms of payment - Payment deadlines", will be forfeited.

of these General Terms and Conditions of Sale shall automatically be forfeited to the Service Provider and may not give rise to any reimbursement.

ARTICLE 3 - Prices

Services are provided at the Supplier's rates in force on the day the order is placed, in accordance with the quotation previously drawn up by the Supplier and accepted by the Customer, as indicated in Article 2.1 above.

All prices are net including VAT.
An invoice is drawn up by the Service Provider and sent to the Customer for each provision of Services.
The conditions for determining the cost of services for which the price cannot be known a priori or indicated accurately, as well as the method of calculating the price enabling the latter to be verified, will be communicated to the Customer or will be the subject of a detailed quotation, at the Customer's request in accordance with the provisions of article L 441-6, II of the French Commercial Code.

The Customer may benefit from price reductions, discounts and rebates, depending on the number of Services ordered, or the regularity of its orders for Services, under the terms and conditions described in the Service Provider's price list.

ARTICLE 4 - Terms of payment

4-1 . Settlement deadlines

The price is payable in cash, in full on the day of provision of the Services ordered, under the conditions defined in 5 below, and as indicated on the invoice given to the Customer.

The balance of the price is payable in cash, on the day the said services are provided, under the conditions defined in article 5 below.

The Service Provider shall not be obliged to provide the Services ordered by the Customer if the Customer does not pay the price to the Service Provider in accordance with the terms and conditions set out in these General Terms and Conditions of Sale.

4-2 . Late penalties

In the event of late payment and payment of sums due by the Customer beyond the deadline set out above, and after the payment date shown on the invoice sent to the Customer, late payment penalties calculated at the monthly rate of 2 % of the amount (including tax) of the price of the Services shown on the said invoice, will be automatically and by right due to the Service Provider, without any formality or prior formal notice.

4-3 . No compensation

Except with the express prior written agreement of the Service Provider, and provided that the reciprocal receivables and debts are certain, liquid and due, the Customer may not validly set off any penalties for delay in the provision of the Services ordered or non-compliance with the order against the sums paid by the Customer to the Service Provider for the purchase of the said Services.

ARTICLE 5 - Provision of Services

The Services requested by the Customer will be provided within a maximum period of two months for certain products from receipt by the Service Provider of the corresponding order form, duly signed and accompanied by the deposit due.

This period does not constitute a strict deadline and the Service Provider may not be held liable to the Customer in the event of a delay in the provision of the Services not exceeding two months. In the event of a delay of more than two months, the Customer may request the cancellation of the sale.

Any advance payments already made will then be returned by the Service Provider.
The Service Provider shall under no circumstances be held liable in the event of delay or suspension of the provision of the service attributable to the Customer, or in the event of force majeure.

In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, the latter shall be deemed to comply with the order, in terms of quantity and quality.

The Customer shall have a period of 20 days from the provision of the Services in which to submit any such reservations or complaints in writing to the Service Provider, together with all supporting documentation.

No claim will be validly accepted if the Customer fails to comply with these formalities and deadlines.
The Service Provider will reimburse or rectify the Customer (where possible) as soon as possible and at its own expense, in accordance with the appropriate terms and conditions agreed by the Customer, the Services whose lack of conformity has been duly proven by the Customer.

In the event of a specific request from the Customer concerning the conditions of supply of the Services, duly accepted in writing by the Service Provider, the related costs will be subject to specific additional invoicing, based on a quotation accepted in advance by the Customer.

ARTICLE 6 - Liability of the Service Provider - Guarantee

In accordance with legal provisions, the Service Provider guarantees the Customer against any lack of conformity of the Services and any latent defect resulting from a defect in the design or supply of the said Services, to the exclusion of any negligence or fault on the part of the Customer.

The Service Provider may only be held liable in the event of proven fault or negligence and is limited to direct loss to the exclusion of any indirect loss of any nature whatsoever.

In order to assert its rights, the Customer must, on pain of forfeiture of any action relating thereto, inform the Service Provider in writing of the existence of the defects within a maximum period of 15 days from their discovery.

The Service Provider will rectify or cause to be rectified, at its sole expense and in a manner acceptable to the Customer, any Services found to be defective.

In any event, should the Service Provider be held liable, the Service Provider's guarantee will be limited to the amount paid by the Customer for the provision of the Services, excluding VAT.

ARTICLE 7 - Intellectual property rights

The Service Provider retains ownership of all intellectual property rights in the studies, drawings, models, prototypes, etc. produced (even at the Customer's request) with a view to providing the services to the Customer.

The Customer is therefore prohibited from reproducing or exploiting the said studies, drawings, models and prototypes, etc., without the express, written and prior authorisation of the Service Provider, which may be subject to a financial consideration.

ARTICLE 8 - Anticipation

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

ARTICLE 9 - Enforcement in kind

Notwithstanding the provisions of Article 1221 of the French Civil Code , the Parties agree that in the event of either Party failing to fulfil its obligations, the Party that is the victim of the default may not seek enforcement.

ARTICLE 10 - Non-performance

Pursuant to article 1219 of the French Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party fails to perform its obligation and if such failure is sufficiently serious, i.e. likely to jeopardise the continuation of the contract or fundamentally upset its economic equilibrium.

The suspension of performance will take effect immediately, upon receipt by the defaulting Party of the notification of default sent to it to this effect by the Party suffering the default, indicating the intention to apply the defence of non-performance for as long as the defaulting Party has not remedied the default established,

served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of posting.
This defence of non-performance may also be used as a preventive measure,

in accordance with the provisions of article 1220 of the French Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date and that the consequences of this non-performance are sufficiently serious for the Party that is the victim of the default.

This option is used at the risk and peril of the Party taking the initiative.
The suspension of performance will take effect immediately, upon receipt by the Party presumed to be in default of the notification of the intention to apply the preventive non-performance exception until such time as the Party presumed to be in default performs the obligation in respect of which a future breach is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of posting.

If the impediment is definitive or lasts for more than 2 months, the present contract will be purely and simply terminated in accordance with the terms and conditions defined in the section Resolution for failure by a party to fulfil its obligations.

SECTION 11. Force majeure

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, within the meaning of article 1218 of the French Civil Code.

During this suspension, the parties agree that the costs generated by the situation will be shared equally.

ARTICLE 12 - Termination of the contract

12-1 - Termination due to force majeure

It is expressly agreed that the parties may terminate this contract by operation of law, without notice or formality.

12-2 - Termination for failure by a party to fulfil its obligations

In the event of non-compliance by either party with the following obligations: failure to pay, failure to deliver the service, etc. as referred to in articles 3 and 5 of this contract, the contract may be terminated at the discretion of the aggrieved party.

It is expressly understood that this termination for failure by a party to fulfil its obligations will take place ipso jure, with formal notice resulting from the sole fact of non-performance of the obligation, without summons or performance of formalities.

12-3 - Provisions common to cases of termination

It is expressly agreed between the Parties that the debtor of an obligation to pay under the terms of this agreement shall be validly put in default by the mere fact that the obligation is due, in accordance with the provisions of article 1344 of the French Civil Code.

As the services exchanged between the Parties since the conclusion of the contract and until its termination can only be of use if the contract is fully performed, they will be returned in full.
In any event, the injured Party may apply to the courts for damages.

ARTICLE 13 - Disputes

All disputes arising from this contract, concerning its validity, interpretation, performance, termination, consequences and consequences thereof, shall be submitted to the competent courts under the conditions of ordinary law.

ARTICLE 14 - Langue of the contract - Applicable law

By express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law.
They are written in French. If they are translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.

ARTICLE 15 - Customer acceptance

These General Terms and Conditions of Sale are expressly approved and accepted by the Customer, who declares and acknowledges that they are fully aware of them, and thereby waives the right to rely on any contradictory document and, in particular, its own general terms and conditions of purchase, which shall be unenforceable against the Service Provider, even if it is aware of them.