General Terms and Conditions of Sale of Goods Online
21 November 2018
1. Basis of the Agreement
1.1. These General Terms and Conditions of Sale of Goods Online (“Conditions”) are applicable to all offers, orders, confirmations, invoices and agreements by virtue of which Seller undertakes to supply Goods and/or Services to Buyer after confirmation of Orders submitted by the Buyer through Seller’s Website.
1.2. In these Conditions, “Seller” means Omron Healthcare Europe B.V. and/or its affiliated entities; “Buyer” means the person whose order for Goods is accepted by Seller; “Goods” means the products and/or services that Seller sells on it’s Website from time to time; “Order” means Buyer’s offer to purchase Goods from the Seller; and “Website” means the websites located at www.omronhealthcare.fr or any subsequent URL which may replace them.
2. Ordering Process
2.1. Buyer’s Orders on our Website are without commitment and constitute an offer from the Buyer to the Seller to buy the Goods in Buyer’s Order. Orders shall only be binding if and when confirmed by Seller when sending to Buyer the shipment confirmation or a notice that the Goods are ready for collection. After the shipment confirmation has been sent to the Buyer, a binding agreement (the “Agreement”) to which these Conditions apply comes into existence.
2.2. In order to place an Order, Buyer must be 18 years of age or over and with a valid email address. Buyer shall add the Goods Buyer wishes to purchase to a shopping cart after which Buyer shall provide Seller with a preferred delivery method, a delivery address, Buyer’s billing address and payment information. Buyer shall read and accept these Conditions prior to submitting an Order and shall have the opportunity to review the Goods to be purchased and their prices (including any additional charges and fees such as delivery costs) and all the information submitted before the order needs to be submitted.
2.3. When processing an Order, Seller will confirm the availability of a Good, as the fact that the Goods are displayed on Seller’s Website does not constitute or imply a warranty that the Goods are available. In case a Good is unavailable Seller shall inform Buyer as soon as possible by email about this situation. Buyer shall have the option to wait until the Goods are available or to cancel the order. If Buyer cancels the order, Seller shall refund any sums that Buyer has paid to Seller.
2.4. Goods are sold only in quantities which correspond to the typical needs of an average household. This applies both to the number of Goods ordered within a single Order or by placing several Orders of the same Good, by the same Buyer or to the same delivery address. For this purpose, Seller reserves the right to refuse to accept an Order if it suspects that Buyer intends to resell the Goods. Seller will refuse to accept any Order that will request to be deliver to a freight forwarding company or a P.O Box.
3. Price and Payment
3.1. All prices are displayed including VAT and exclusive of delivery charges. The total cost of Buyer’s order is the price of the Good ordered plus VAT at the current rate, plus the applicable delivery charges as set out during the checkout process.
3.2. Despite Seller’s best efforts, Goods ordered may be incorrectly priced. Seller shall verify all listed prices before accepting an order. Where the actual price of a product is lower than Seller’s stated price at Buyer’s order date, Seller will charge the lower amount. If the actual price is higher than the price stated on the website, Seller shall, at its own discretion, either to contact Buyer to inform the situation and for Buyer to confirm its Order at the correct price before dispatch, or cancel the Order and notify Buyer of such cancellation, and refund any sums that Buyer has paid to Seller.
3.3. The payment methods available are as displayed on the payment page of the Website, and payments shall be done in the currency indicated on the invoice.
3.4. By placing an order, Buyer consents to payment being charged as provided on the Order form. Seller shall take payment from Buyer for the Goods when Seller places an Order.
3.5. Information displayed on the Site as to pricing and availability is subject to change by Seller.
4.1. Delivery shall be made only in Metropolitan France, this does not comprise overseas France. If Buyer has asked to collect the Goods from a Pick-up point, the Goods may be collected at any time during time Seller will indicate for such purpose.
4.2. Dates and times given for delivery of Goods are estimated. Nevertheless, Seller shall use all reasonable endeavours to deliver the Goods without any delay, and in any event, Goods shall be delivered within no more than 30 days after the day on which the Agreement has been entered into.
4.3. If Buyer is not at the delivery address when Goods are being delivered, where appropriate, a second attempt will be made to deliver the Goods or Goods may be left with a neighbour. If delivery becomes unsuccessful, Goods will be returned to Seller, the Order will be cancelled, and Seller will refund the Buyer any sums that Buyer has paid to Seller.
4.4. Charges for delivery may vary depending on Buyer’s delivery address and shipping speed.
4.5. The Goods are considered delivered when Seller makes them available at the agreed delivery location.
5. Property and Risks
Title and risks of loss shall pass to Buyer upon delivery.
6.1. Seller warrants, subject to the conditions set out below, that the Goods, at the time of delivery, will be free from i) defects in materials and workmanship and ii) liens and encumbrances. Such warranty shall apply for a 3-year period for medical devices and for a 2- year period for other devices as stipulated in the documentation provided with each product. The foregoing excludes spare parts, accessories and wear and tear parts, such as, but not limited to, cuffs, for which a 1-year warranty period applies.
6.2. Where any valid claim in respect of the Goods is notified to the Seller in accordance with these Conditions Seller shall in its discretion, repair or replace the Goods or part(s) thereof. If none of the foregoing remedies are commercially viable options as of Seller’s sole judgement, Seller may opt to refund to Buyer the Price of the Goods non-conforming to the foregoing warranty.
6.3. Except as to the express warranties contained herein, Seller makes no conditions, warranties or representations, express or implied, in fact or in law, including but not limited to, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose title and non-infringement, all of which are expressly excluded to the fullest extent permissible by law.
6.4. Software provided by Seller is provided “as is” and Seller makes no conditions, warranties or representations of any kind with regard to the software, including without limitation, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, title and non-infringement, all of which are, to the extent permissible by law, hereby expressly excluded. Further, Seller does not warrant results of use or that the software is bug free or that its use will be uninterrupted. The software is not warranted to be free from errors, nor is there any warranty of interoperability or compatibility with any other equipment or software.
6.5. If Seller provides software or hardware from third parties (parties other than Seller), none of the warranties contained herein shall apply. The conditions and warranties of these third parties will exclusively apply to such software or hardware and Seller is only obliged to provide information on these conditions or warranties when requested to do so.
6.6. Shall the foregoing limitations/disclaimers be determined invalid by any competent court or governmental authority, Buyer agrees that its remedy shall be limited to the purchase price of the Goods failing to conform to the warranty in this Section 6.
6.7. Buyer shall report, as soon as possible, to Seller, via the Support Service page on the Website, of any incident with the Goods such as any malfunction or deterioration in the characteristics or performance of a Good purchased from Seller, including use-error due to ergonomic features, as well as any inadequacy in the information supplied by the manufacturer and any undesirable side-effect.
7. Returns and Cancellations
7.1. Buyer may cancel and return an Order for no reason within 14 days after the day on which the Goods come into the physical possession of Buyer or a person, other than the carrier, identified by Buyer to take possession of them. For this purpose Buyer shall notify Seller of Buyer’s decision to cancel and return an Order by contacting Seller using a complete cancellation form found on Seller’s website.
7.2. If Goods are sold as part of a product combination (bundle) or Value-pack in which other Goods are offered for free or at a discount price, Buyer shall return the bundle Good upon Seller’s request together with the Good purchased. Seller reserves the right to invoice the Buyer for the free or discounted bundle Goods if not returned.
7.3. Upon receiving notice of cancellation, Seller shall contact Buyer and provide details of where Goods must be returned and additional relevant instructions. Buyer must return the Goods to Seller without delay and at the latest within 14 days after notifying Seller of the cancellation.
7.4. The return of Goods shall be at Buyer’s own risk and cost unless Sellers offers to pay the cost of return. Seller’s payment of the cost of return shall not mean that Buyer will not remain responsible to take reasonable care of the Goods until they arrive safely to the Seller.
7.5. If the value of the Goods is reduced as a result of Buyer’s handling of them beyond what is necessary to determine the nature, characteristics or functioning of the Goods, Seller shall be entitled to claim this reduction in value from Buyer and to deduct it from any sum which Buyer has paid the Seller. Seller shall refund Buyer the balance of the price and any standard delivery costs paid to Seller after deducting any reduction in the value of the Goods and if applicable, any cost to Seller for collecting the Goods (the “Sum”).
7.6. Seller shall refund the Sum within 14 days after the day on which Seller receives the Goods back from Buyer or the day on which Buyer supplies evidence that Buyer has sent the Goods back to Seller, whichever is earlier.
7.7. Seller shall refund the sum using the same payment method used by Buyer, unless Buyer agrees to a different method of payment.
8. Proprietary Rights
8.1. All copyright, patent, trade secret and other proprietary and intellectual property rights in the Goods, their packaging and all information which Seller may provide to Buyer shall at all times remain vested in Seller, and Buyer shall not acquire any intellectual property rights or license relating to the Goods and may not copy or imitate the Goods.
9. Limitation of Liability
9.1. Subject to the exclusions below and except for gross negligence and willful misconduct, seller and its affiliates shall not be liable to buyer or be deemed to be in breach of the agreement due to any cause beyond seller’s reasonable control, whether it could have been foreseen or not. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond seller’s reasonable control: acts of god, fire, accident; war, terrorist activities; acts, measures or restrictions from any local, governmental or multilateral authority; import and export regulations or embargoes; strikes, lock-outs, boycotts; difficulties in obtaining raw materials, labour, suitable transportation. To the fullest extent permitted by law, seller’s total liability whatsoever, in contract, tort (including negligence or breach of statutory duty), or howsoever otherwise arising in connection with direct damage in the performance of the agreement, shall not exceed in the aggregate the price paid by buyer for the goods. In no event, seller and its affiliates shall be liable to buyer for any loss of profit, loss of business, depletion of goodwill, loss of investment, costs and expenses for recall, inspection, installation or dismantling or for any indirect or consequential losses, damages, costs, or expenses , including without limitation punitive or exemplary damages, howsoever caused which arise out of or in connection with this agreement, even if seller has been advised of the possibility of such damages.
9.2. It is Buyer’s responsibility to evaluate the accuracy, completeness, reliability and usefulness of any recommendations, advice or other information provided by Seller in connection with the suitability of any of the Goods for specific applications or otherwise. Such information shall not be interpreted or relied upon as professional advice, or as advice on specific facts or matters. Accordingly, Seller cannot and does not assume any responsibility or liability whatsoever for any use or misuse of such information.
9.3. Nothing in the Agreement shall exclude or limit Seller’s liability for (i) personal injury or death caused by Seller’s negligence; or (ii) fraud or fraudulent misrepresentation.
9.4. Should any exclusion/limitation of liability not be valid in any applicable jurisdiction, the exclusion/limitation shall be deemed to be replaced by such valid exclusion/limitation, which most closely matches the intent and purpose of the original exclusion.
10.1. Seller reserves the right to change these Conditions at any time without prior notice. Such changes, however, will not apply to Orders submitted before the posting of the updated Conditions on the Website. Any updated Conditions will be posted on the Website in the same location as these Conditions.
10.2. Notices shall be given in writing and sent to a party’s address of facsimile or registered post and by airmail where appropriate. Each party shall promptly notify to the other in writing any change of address or facsimile numbers.
10.3. It is Buyer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by governmental and other authorities or corporations relating to the possession, use, import, export or resale of the Goods.
10.4.Failure or delay by Seller or Buyer to exercise any of its rights shall not be a waiver of forfeiture of such rights.
10.5. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.
11. Applicable Law and Complaints Resolution
11.1. These Conditions and any Agreement based on these Conditions shall be governed by and construed in accordance with the laws of England and Wales, with the exception of its rules on conflicts of laws and the Vienna Convention on Contracts for the International Sale of Goods (CISG).
11.2. In case Buyer has a comment, complaint or concern about any Goods Buyer has purchased, Buyer may submit its complaint via the contact form on the Service Support pages on Seller’s Website.
11.3. Should Buyer have a complaint regarding an online purchase from Seller’s Website, Buyer may also do it via the European Online Dispute Resolution Platform: http:/ec.europa.eu/odr.
12. Seller's Contact Details
12.1. Omron Europe Healthcare B.V.:
Registered office at: Scorpius 33, 2132LR, Hoofddorp, the Netherlands
Trade register of the Dutch Chamber of Commerce under number KvK34210306.
12.2. Omron Sante France:
Registered office at: 3, parvis de la Gare, 94130 Nogent-sur-Marne, France
Company registration number: 490992336
12.3. Omron Online Sales – Service Support: may be contacted through the Service Support page on Seller’s Website.