Website www.ascalis.pro

ASCALIS / HEALTH SERVICE

GENERAL TERMS AND CONDITIONS OF SALE, RENTAL AND ASSOCIATED SERVICES

Article 1 – Conclusion of the contract: The present general conditions of sale or rent under the brand Ascalis, marketed by the company SANTE SERVICE, govern exclusively the sales of anti-bedsore mattresses, cushions and accessories, sold under the brand Ascalis. The fact for any Customer to place an order implies the full acceptance and without reserve of the present conditions. The Client’s general terms and conditions of purchase and, more generally, any different clauses or conditions appearing on letters, order forms or any other documents issued by the Client shall be deemed to be unwritten with regard to SANTE SERVICE and shall in no case cancel all or part of these general terms and conditions of sale, which shall remain the only ones valid and applicable in the legal and commercial relationship between the Client and SANTE SERVICE. SANTE SERVICE reserves the right to modify these terms and conditions at any time. The fact that one of the parties has not demanded the application of any clause of these terms and conditions shall not be considered as a waiver of the rights of this party arising from the said clause.

Article 2 – Brochure: The photographs illustrating the products, in support of the texts, are not contractual. Also, the responsibility of the company SANTE SERVICE can not be held liable for errors. The documents or the website mention the essential characteristics of the products. The Client is invited to read the instructions for use and any other information attached to the product or on its packaging (conditions of use, precautions for use, etc.).

Article 3 – Order: The Client places his order in writing by any means at his convenience. The Client declares that he/she has chosen the product(s) mentioned on the order form under his/her sole responsibility and acknowledges that he/she has no recourse against SANTE SERVICE in the event that the said product(s) prove to be unsuitable to meet the Client’s needs. SANTE SERVICE reserves the right not to confirm all or part of an order placed by a Client who has a problem (such as a previous payment incident). SANTE SERVICE will inform the Client by any means at its convenience.

Article 4 – Availability / Stock: Product offers and prices are valid within the limits of available stocks. In the event of unavailability of products after the Customer has placed an order, SANTE SERVICE will inform the Customer by e-mail or by mail as soon as possible.

Article 5 – Price / Transport: The prices are indicated in euros. They are exclusive of taxes and delivery charges. The amount of delivery costs is included on the invoice when the order is delivered. In any case, SANTE SERVICE reserves the right to modify its prices and delivery charges at any time, but the products will be charged on the basis of the rates in effect at the time of registration of the order subject to their availability on that date.

Article 6 – Discount / Payment : Sales are granted under the following conditions: 50% deposit at the time of order, the balance payable within 30 days of delivery date.  A 2% discount is granted for any payment of the balance due before shipment of the products.

Any unpaid invoice on the due date, will immediately and automatically be subject to late payment interest at the rate of the European Central Bank at its most recent refinancing operation increased by 10 points, in addition to the obligation for the payer to pay a fixed compensation for collection costs of 40 €. In case of delay or default of payment of a due date, the totality of the sums due becomes immediately payable.

Any invoice recovered by contentious way will be increased as penalty clause, of an allowance fixed at 10 %, with a minimum of 150 euros.

SANTE SERVICE agrees to perform all services on the basis that the Client will actually pay the amounts due on the due date. If SANTE SERVICE has serious or specific reasons to fear the Client’s insolvency on or after the date of the order, or if the Client does not provide the same financial guarantees as at the date of acceptance of the order, SANTE SERVICE may make acceptance of the order or its further performance conditional upon the Client providing the necessary guarantees.

Any order of a customer after the date of the pronouncement of a judgment of opening in judicial recovery of this one and during the duration of the procedure, implies a payment in advance, or failing that, before the forwarding, deduction made of a discount of 2 %.

In case of failure to comply with its obligations, in particular in case of non-payment of invoices on the due date, SANTE SERVICE reserves the right to terminate the business relationship one month after a formal notice by registered letter with acknowledgement of receipt has remained unsuccessful.

Interest shall start to accrue from the date of payment shown on the invoice and shall continue to accrue until the day of full payment of all amounts due to SANTE SERVICE. Any month started will be due in full.

No payment may be offset at the Client’s sole initiative, especially if the Client alleges late delivery or non-conformity of the delivered Product. SANTE SERVICE’s prior written consent is required, regardless of any provisions to the contrary that may be included in the Client’s purchasing conditions. Any unauthorized compensation by SANTE SERVICE shall be considered as a default in payment and shall entitle SANTE SERVICE to refuse any new Product Order and to immediately suspend current deliveries after having informed the Client.

Article 7 – Delivery: It is the customer’s responsibility to verify, in the presence of the carrier, the good condition of the goods delivered. In the event of damage or shortages, the Client must indicate clear, significant, precise and complete reservations on the transport documents; confirm these reservations to the carrier by registered letter with acknowledgement of receipt within three days of receiving the goods. Should the Client fail to comply with this provision, SANTE SERVICE shall not be held liable.

Article 8 – Delivery times: Due to circumstances that may affect SANTE SERVICE’s activity, the delivery times indicated on the order form are given as an indication and are not binding on SANTE SERVICE. Without limiting the general scope of the above, SANTE SERVICE shall not be held responsible for the total or partial non-fulfilment of its commitments when such non-fulfilment is due to force majeure, unforeseen circumstances, and more generally when the delay or non-fulfilment is due to an event beyond SANTE SERVICE’s control as defined in Article 12, or to a strike by its employees or those of its suppliers. Exceeding the delivery time cannot give rise to damages, deductions or cancellation of orders in progress.

Article 9 – Returns

All returns must be approved by SANTE SERVICE, which will issue a return number, and are always at the Client’s expense. Any return of goods must be accompanied by the return number specified by the company SANTE SERVICE and must be made in the original packaging of the products, in perfect condition, with all accessories and any instructions. Products returned incomplete, damaged or used can neither be exchanged nor refunded. All returns must include a copy of the invoice, the delivery note, as well as a note detailing the reasons for the return. The return procedure must be fully respected by the customer, otherwise the product will not be accepted for repair.

Article 10 – Warranty: The warranty does not apply:

• Diaphragm pumps, filters, covers, bases, cables, and spare parts.
• Replacement of parts that are subject to normal wear and tear or that have deteriorated as a result of abnormal use of the product.
• Damage or problems resulting from misuse, abuse, accident, alteration, or incorrect electrical current or voltage.
• Any product with a damaged or falsified serial number and any product without a serial number.

Without prejudice to the measures to be taken with regard to the carrier (article L.133-3 of the French Commercial Code), complaints about apparent defects or the non-conformity of the product delivered with the product ordered or with the delivery note, must be made by registered letter with acknowledgement of receipt within eight (8) working days following the delivery of the products. After this period, no claim can be taken into account. Any legal action taken on this basis must be taken within one year of delivery, failing which it will be time-barred.

In case of a hidden defect, the Client must inform SANTE SERVICE by registered letter with acknowledgement of receipt within eight (8) working days following the discovery of the hidden defect. Any legal action taken on this basis must be taken within one year of the discovery of the defect, otherwise it will be time-barred.

If the Client fails to comply with the above obligations, he/she will be deemed to have waived all claims against SANTE SERVICE.

In general, the warranty will not apply in the event of damage to the product caused by natural disasters, fire, lightning, misuse or use that does not comply with the rules and precautions in the manual, poor maintenance, negligence, improper handling or installation, unauthorized repair, modification or accident.

Article 11 – Cancellation clause: In the event of non-payment within 48 hours of a formal notice, SANTE SERVICE shall be entitled to cancel the sale by operation of law and may request the return of the products without prejudice to any other damages. Any outstanding amounts due for other deliveries shall become immediately payable if SANTE SERVICE does not opt to cancel the corresponding orders.

Article 12 – Retention of title: The Products sold remain the property of SANTE SERVICE until full payment of the invoices, in accordance with articles 2367 to 2372 of the Civil Code. Payment shall only be considered as having been made once SANTE SERVICE has received the agreed price.

If the Client resells the Products subject to the retention of title, SANTE SERVICE’s claim shall automatically be transferred to the claim for the price of the Products sold by the Client. The Client shall inform the sub-purchaser of the existence of the retention of title clause and of SANTE SERVICE’s right to claim either the goods or the resale price from the sub-purchaser up to the amount of its claim for principal, interest and costs. The Client hereby assigns to SANTE SERVICE all claims arising from the resale of unpaid Products subject to retention of title.

In the event of safeguard, recovery or liquidation proceedings against the Customer, the Products may be claimed in accordance with the legal and/or regulatory provisions in force. In the event of partial or total non-payment, the Products in stock shall be deemed to correspond to the unpaid claims. In accordance with Articles L. 624-9 and L. 624-16 of the French Commercial Code, notwithstanding any clause to the contrary, this retention of title clause is enforceable against the Customer.

SANTE SERVICE is hereby authorized by the Client to take an inventory and/or to sequester the unpaid Products held by the Client. SANTE SERVICE shall retain the full amount of any advance payments made as a penalty clause.

The Client shall therefore be held solely responsible for all risks of deterioration, loss, partial or total destruction, whatever the cause of the damage, even if it is a case of force majeure. The Client shall therefore insure the Products under retention of title, stipulate in the insurance policy that any compensation shall be paid directly to SANTE SERVICE and provide, at the Client’s first request, any proof of the insurance taken out.

The Customer shall inform any third party, in particular in the event of seizure, that the Products subject to the retention of title are the property of SANTE SERVICE, and shall inform SANTE SERVICE immediately of any seizure or similar action.

Article 13 – Exemption from liability in case of force majeure

SANTE SERVICE’s obligations shall be suspended in whole or in part by operation of law and without formality, and its liability shall be discharged, in the event of a case of force majeure, understood as any event beyond its control which could not reasonably be foreseen at the time of placing the Order and the effects of which cannot be avoided by appropriate measures, in accordance with Article 1218 of the Civil Code.

Will be considered as a case of force majeure, without the Company SANTE SERVICE has to establish that they have the characteristics defined in Article 1218 of the Civil Code, the following events:

• war (declared or undeclared), civil war, riot and revolution, act of piracy,
• sabotage, requisition, confiscation, nationalization, embargo and expropriation,
• natural disaster such as violent storm, cyclone, earthquake, tidal wave, flood, lightning strike,
• epidemic or pandemic, i.e. the development and propagation of a contagious disease on the national territory or internationally, such as the whole of the viruses belonging to the family of the coronaviruses (SARS-CoV, SARS-CoV-2 also known as “Covid-19” and its variants, etc),
• measures taken by the competent authorities to limit the spread of an epidemic or a pandemic in the context of a declaration of a state of health emergency in the event of a health disaster which, by its nature and severity, endangers the health of the population in application of articles L.3131-12 et seq. of the Public Health Code, in the context of a serious health threat (articles L.3131-1 and following of the Public Health Code) or outside of any declaration of a state of health emergency, such as, in particular, measures to prohibit and/or restrict movement of people and vehicles, to confine cities or certain cities, to temporarily close one or more categories of establishments receiving the public (businesses, shops, etc.), to regulate the conditions of access and presence of one or more categories of establishments receiving the public, etc. ,
• accident, in particular of tools, machine breakage, explosion, fire, destruction of machines, plants and installations of any kind,
• interruption or delay in transportation, failure of any carrier, impossibility of being supplied for any reason whatsoever,
• failure of a third party,
• boycott, strike and lockout in any form, work-to-rule, occupation of factories and premises, work stoppage occurring in the companies of SANTE SERVICE,
• act of the authority, whether it is licit or illicit, arbitrary or not,
• proven shortage of raw materials, packaging or any other element necessary for the production or packaging of the Products, quality defect or poor quality of raw materials.

In the event of force majeure as defined in this article, SANTE SERVICE shall notify the Client as soon as possible by e-mail confirmed by registered letter with acknowledgement of receipt. SANTE SERVICE’s obligations shall be suspended by operation of law for as long as it is unable to perform them due to the force majeure.

Article 14 – Industrial and intellectual property rights

The Client agrees to respect all intellectual property rights of SANTE SERVICE. In this respect, the Products delivered by SANTE SERVICE under the Brands may only be resold in their original presentation and in conditions that are consistent with their brand image and technical specifications.

The Client shall compensate SANTE SERVICE for any penalties and costs that SANTE SERVICE may incur as a result of the production of parts based on drawings or models provided by the Client and protected by patents or registered models.

If the Client is aware of any infringement of the Marks or, more generally, of the intellectual and/or industrial property rights held by SANTE SERVICE, he/she should immediately inform SANTE SERVICE by fax or e-mail, confirmed by registered letter with acknowledgement of receipt.

Article 14 – Personal data

SANTE SERVICE and the Client agree, in the context of the collection and processing of personal data, to comply with the provisions of Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms, in particular as amended by Order No. 2018-1125 of December 12, 2018 and Regulation 2016/679/EU of April 27, 2016 “on the protection of individuals with regard to the processing of personal data and on the free movement of such data”.

SANTE SERVICE, as the data controller, processes personal data in order to manage its relations with its clients, including the Client, and to execute sales contracts with them. The legal basis for this processing is the execution of the contractual or pre-contractual relationship between SANTE SERVICE and the Client and, where applicable, the fulfilment of a legal obligation. Personal data may also be processed for statistical and canvassing purposes on the legal basis of SANTE SERVICE’s legitimate interest.

The information collected (e.g. surnames, first names, e-mail addresses and telephone numbers of the Client’s employees and collaborators) is essential for this processing and is intended for the relevant departments of SANTE SERVICE and, if applicable, its service providers and/or subcontractors. They are kept for the entire duration of the business relationship and for a period of time in accordance with legal provisions or proportional to the purposes for which they were recorded. Some storage periods are in the legitimate interest of SANTE SERVICE.

The Client’s employees and collaborators have the right to access, rectify and delete their personal data, the right to withdraw their consent, the right to limit the processing, the right to object to the processing of data on legitimate grounds, the right to data portability, and the right to issue post-mortem advance directives, by sending a letter to SANTE SERVICE at the following address PARC D’ACTIVITÉ DE LA PILATERIE – 8 RUE DES CHAMPS – ARTICLUB N°3 BÂTIMENT J 59290 WASQUEHAL indicating their name, first name, address, email and a copy of their identity card. They also have the right to file a complaint with the CNIL.

The Client shall inform its employees and associates whose personal data may be transferred to SANTE SERVICE of the content of this article so that they can exercise their rights. The Client also agrees to fully respect the rights of SANTE SERVICE’s employees in relation to the collection of their personal data.

Article 15 – Confidentiality

SANTE SERVICE and the Client acknowledge that, in the course of their business relationship, they may be entrusted with confidential information of a technical, commercial, marketing or financial nature, or information relating to intellectual and/or industrial property rights. However, this list is not exhaustive. This information must not be disclosed to third parties in any way. SANTE SERVICE and the Client guarantee the confidentiality of all information, whether written or oral, which they may receive in the course of their business relationship and shall refrain from disclosing it to any person other than those who are entitled to receive it, under penalty of having to pay compensation for any damage suffered.

Article 16 – Applicable law and attribution of competence: The present general conditions of sale are subjected to the French law. In case of dispute, an amicable solution will be sought before any legal action. To this end, please contact by mail our customer service company SANTE SERVICE – PARC D’ACTIVITÉ DE LA PILATERIE – 8 RUE DES CHAMPS – 59290 WASQUEHAL – FRANCE or by phone at n° 0320257001. In the absence of amicable solution, any legal action will be brought before the Commercial Court of Lille Metropole.