general terms and
ORTHOPUS is a french société par action simplifiée established in November 2018 in Nantes (France) that designs and markets technical aids for physical disabilities.
Committed player of Social Economy, ORTHOPUS aims at making quality technical aids accessible on a global scale and being part of an international healthcare system geared towards solidarity and common good.
ORTHOPUS focuses on healthcare professionals, specialised distributors of medical devices and social organisations (such as NGOs or charities) acting for the benefit of people with disabilities across the world.
These General Terms and Conditions apply to the products (hereinafter referred to as the “Solutions”) sold by ORTHOPUS SAS whose head office is located 3, rue des Dames, 44640 Saint-Jean-de-Boiseau (France), registered at the Companies Register under SIREN number 843788811 and in view to apply these General Terms and Conditions has taken residence in its facility located:
Le Karting, 6 rue Saint Domingue, 44200 Nantes (France).
These General Terms and Conditions are systematically provided to any buyer prior to their purchase, by example by being attached to the Purchase Order or printed on the back of it.
The sale of ORTHOPUS Solutions is limited to professionals, companies and charities working in the field of disability and who have the capacity to leverage these Solutions (hereinafter the “Buyer”). ORTHOPUS reserves the right to refuse an order if its quality cannot be confirmed.
ORTHOPUS does not offer the Solutions for sale to consumers.
ORTHOPUS does not seek the sale of its Solutions in countries who submit the sale to additional conditions or regulatory frameworks to the ones in France and in the European Union. Buyers outside the European Union are responsible for checking, prior to purchasing a Solution, that they have the right to do so in light of the regulations that apply to them.
Ordering involves the unconditional and unrestricted acceptance by the Buyer of these General Terms and Conditions and waives their own Terms and Conditions of Purchase.
The information contained in ORTHOPUS’ catalogues, leaflets and prices are provided for information purposes only and can be revised at any time. ORTHOPUS has the right to make all the changes they consider useful.
2. SOLUTIONS AVAILABLE FOR SALE
Are defined as “Solutions” the products sold by ORTHOPUS such as technical aids and prosthetic components.
The Solutions available for sale can be found on the ORTHOPUS Website https://www.orthopus.com/en , both in French and English, on ORTHOPUS’ catalogue as well as on other occasional communication media.
The Solutions’ main features, and in particular their specifications and functionalities, as well as the figures and dimensions can be found in the above mentioned media. This information, without being exhaustive, is intended to inform the Buyer in the most comprehensive way.
The IFUs of the Solutions available for sale can be found on the ORTHOPUS Website.
The Buyer is required to read them before placing an order.
The choice and the purchase of a Solution is the sole responsibility of the Buyer.
3. COMMITMENT TO QUALITY
When ORTHOPUS Solutions are considered as Class I medical devices as per European Directive 2017/745 pertaining to the CE Marking of medical devices, they must be declared by the manufacturer who undertakes to draft all the technical documentation that brings the proof of the products’ compliance with the main requirements of CE Marking (compliance with design and manufacturing conditions, results of the risk analyses…) and to implement all the required quality assurance procedures. These elements must be made available to all competent authorities for at least 5 years after the last product has been manufactured.
In order to comply with the EU Regulation on Class I Medical Devices, ORTHOPUS has implemented a Quality Management System and follows the recommendations of the ISO 13485 standard. The objective is to obtain a CE Marking for its Solutions in order to guarantee quality, security and comfort to all users.
The Solutions are delivered in a packaging designed to prevent them from getting deteriorated.
4. ORDERING THE SOLUTIONS
Before processing a sale, ORTHOPUS provides the Buyer with a Purchase Order stating what Solutions the Buyer intends on purchasing, their quantity, price, the offer’s duration of validity, the price as well as the expected delivery time.
The order for the Solutions is only issued upon receipt by ORTHOPUS of the signed Purchase Order, of the acceptance of these General Terms and Conditions as well as the Payment Conditions.
The benefit of the order belongs to the Buyer and cannot be transferred without ORTHOPUS’ agreement.
Under no circumstances shall ORTHOPUS accept any liability due to a cancellation or a change triggered by the Buyer once the Purchase Order has been signed.
The Solutions are manufactured based on ORTHOPUS’ rates on the day of the order, price in EUR and exc. VAT. These prices are firm and non revisable during their period of validity.
Shipping costs are included in the final price.
As the case may be, all taxes, customs duties or any other duties due as per regulations in force are borne by the Buyer. Any change of rate or amount of said duties shall be reflected in the final price, to be borne by the Buyer.
Delivery is made to the address given by the Buyer.
The Buyer acknowledges that the carrier is responsible for the delivery, as the Seller is deemed to have filled their obligation of delivery when they hand the ordered Solutions over to the carrier who accepts them without reservations.
The Solutions shall be delivered based on availability and on a first come first served basis. ORTHOPUS is authorised to proceed with global or partial deliveries.
Delivery times are stated as precisely as possible but depend on ORTHOPUS’ supply capacity and the Buyers’ transportation times, according to the constraints pertaining to their location.
Should deliveries take longer than stated, this cannot give rise to damages, nor the retaining or cancellation of the orders placed. However, Buyers whose orders have not been delivered on the stated date can, 7 days after a formal notice remaining unanswered and if ORTHOPUS cannot justify having handed over the ordered Solutions to the carrier, can cancel all or part of their order by emailing email@example.com, and stating the order number.
Furthermore, the delivery time stated is suspended as of right by any event outside of ORTHOPUS’ control leading to a delay in the delivery. In any case, on-time delivery can only be expected if the Buyer is up-to-date with their obligations towards ORTHOPUS.
Should the Buyer take possession of the Solutions in person or via a service provider (carrier, transport company, etc.) directly from ORTHOPUS, the risks pertaining to the Solutions as well as the fees and risks pertaining to their delivery are transferred and borne by the Buyer as of that day.
7. RECEIVING THE SOLUTIONS
The Buyer takes receipt of the ordered Solutions on the day of their delivery. They are required to check, upon receipt, the delivered Solutions against the Purchase Order and check for absence of defects.
The Solutions travel at the risk of the Buyers who is responsible, in the event of damage or failure, to carry out all the required verifications and to confirm their reservations upon receipt and in writing to the carrier.
Furthermore, and without prejudice to the measures to be taken with regard to the carrier, complaints as to obvious defects or the non-conformity of the Solutions delivered in comparison to the Solutions ordered must be made in writing within 3 days of receipt. Failing that, the Solutions delivered cannot be returned or exchanged, in application of the provisions of Article 1642 of the Civil Code.
In the event of an apparent defect or non-conformity of the Solutions delivered in comparison to the ones ordered and recorded by the Buyer in the conditions referred to above, ORTHOPUS undertakes to replace them at their expense by identical Solutions or, as the case may be, to refund the Buyer, subject to, and if requested by ORTHOPUS, the effective return of the contentious Solutions to ORTHOPUS in the condition in which they were upon receipt.
Solutions which are returned without complying to these conditions shall not be refunded nor replaced.
8. PAYMENT CONDITIONS
Except under specific conditions agreed between the Parties, invoices issued after validation of Purchase Order are payable in cash upon receipt, without discount, by bank transfer.
In case of non-payment within eight days and in accordance with the law, a penalty equal to once the interest rate in force on the day of the invoice, in addition to a set fee of forty (40) Euros for recovery costs, by right and without the need for a prior formal notice shall be due.
ORTHOPUS is not required to ship the Solutions ordered by the Buyer until full payment of the Solutions has been received.
Furthermore, in the event of a delayed payment ORTHOPUS reserves the right to suspend or cancel current orders without prejudice to any other claim.
Furthermore, should a Solution be delivered prior to payment, ORTHOPUS retains property until full and effective payment by the Buyer, and without prejudice of the transfer of risks to the Buyer.
The Buyer commits, until full payment of the price, under penalty of immediate claim of the Solutions by ORTHOPUS, no to transform not incorporate said Solutions or resell them.
9. COMMERCIAL GUARANTEE
The products sold are also covered by a 6-month commercial guarantee aimed to ensure their conformity and ensure their refund at purchase price, the replacement or repair of the goods. It does not cover the defect caused by wrongful or incorrect use or resulting from a cause not related to the products’ intrinsic qualities.
ORTHOPUS will strive to assist the Buyer in the event of a problem with their Solution.
10. APPLICABLE LAW - DISPUTES
These General Terms and Conditions are governed by French Law.
In the event of a dispute relating to the interpretation or the execution of their agreements, the Parties shall, prior to any legal action, seek an amicable resolution and, in this view, shall share all the necessary information.
Failing the amicable resolution of the dispute within a maximum of three (3) months, in the event of a dispute of any nature whatsoever or of a challenge pertaining to the form or execution of the order, Nantes Commercial Court has sole jurisdiction.
This Clause applies even in the event of summary proceedings, supplementary application or multiple defendants or guarantee appeal, regardless of the mode and conditions of payment, without the clauses conferring jurisdiction that exist on the Buyer’s documents obstructing this Clause.
11. ENTRY INTO FORCE
These General Terms and Conditions enter into force on 1 April 2021.
ORTHOPUS reserves the right to change these General Terms and Conditions in the future.