General Terms of Sale.
General Terms of Sale.
GENERAL TERMS OF SALE (as of 25/09/2020)
1. Any order of products (hereinafter the “Products”) and/or services (hereinafter the “Services”) to ResiCare SAS (hereinafter
“ResiCare”) made by a professional customer (hereinafter the “Customer”) implies unconditional acceptance by the
Customer of all the stipulations of these general terms of sale, which take precedence over any clause appearing on the
correspondence or the legal and commercial documents of the Customer and in particular its general terms of purchase,
regardless of when they were brought to the attention of ResiCare.
2. The applicable prices are those in effect at the time of the order. The prices may change depending on the cost of the raw
materials. The delivered products shall not be returned or exchanged.
3. An order may be reduced or cancelled by ResiCare depending on the availability of Products and/or Services. No modification
or cancellation of orders by the Customer will be taken into account by ResiCare. ResiCare undertakes, as far as possible, to
ship all the Products and/or to provide all the Services ordered by the Customer, without incurring any liability or penalties due
to the delay in these shipments or the fact that they are incomplete. The unavailability of a Product and/or a Service resulting
from a manufacturing interruption, a shortage or any other circumstance, cannot have an effect on the rest of the order, nor
engage in any way the responsibility of ResiCare.
4. The expected delivery dates are specified to the extent possible but are only indicative and do not bind ResiCare. Failure to
comply with the planned delivery dates does not give rise to any right to compensation or non-payment of the price of the
Products delivered and/or Services provided, nor to any other compensation of any kind for the benefit of the Customer.
5. The Customer must check the condition of the Products at the time of delivery. In case of missing, damaged, delayed products,
etc., the Customer must note its detailed reservations in writing on the transport document, and confirm them to the carrier by
registered letter with acknowledgement of receipt within three (3) days of the delivery and immediately notify ResiCare by
sending a copy of the letter sent to the carrier so that it may exercise its recourse. The Customer will be held liable for any harm
suffered by ResiCare due to the Customer’s failure to comply with to the procedure set out above and therefore waives any
recourse against ResiCare.
6. In addition to claims made to the carrier in accordance with the procedure described above, any claim related to the Products
and/or Services sent to ResiCare must be made by registered letter with acknowledgement of receipt, within eight (8) days of
the date of receipt of the Products and/or the provision of the Services. The Customer shall prove that the Products delivered
and/or the Services provided do not conform. ResiCare reserves the right to perform any on-site verification. Under no
circumstances may the Customer return Products without first obtaining the written consent of ResiCare. ResiCare may choose
either to replace the non-conforming Products or to establish a credit in favour of the Customer equal to the price paid by the
Customer for the non-conforming Products and/or Services.
7. Unless otherwise agreed in writing, a 30% deposit is payable at the time of the order. The Products and/or Services are payable
by direct debit or bank transfer, due 30 days after the end of the month stated on the invoice, regardless of the method of
delivery. No discount is offered for cash payment. A payment made differently does not entail any modification or novation to
the terms of payment. ResiCare reserves the right to demand early payment of the entirety of the order.
8. Failure to pay on the due date entails billing of late fees at a rate of 5% per year and a flat rate compensation for recovery costs
of EUR 40 per invoice. Failure to pay a single invoice shall immediately and automatically, without prior notice, render due and
payable all invoices from ResiCare, even those not yet due. Moreover, ResiCare may, in case of total or partial non-payment on
the due dates, suspend any delivery of Products and/or provision of Services until receipt of payments due or require advance
payment or any other form of guarantee of payment for future orders from the Customer.
9. Unless otherwise agreed in writing, the prices are EXW Incoterms 2020 and the Products are transported at the expense and
risk of the Customer.
10. The Products are sold under retention of title: the transfer of ownership is subject to the full payment of the price in
principal and in interest, at the agreed due date, by the Customer. The Customer undertakes to maintain and insure the
Products for the benefit of the persons entitled thereto, against all the risks that they may incur or cause starting from
their delivery. The Customer is authorised to resell the Products for the normal requirements of its business. However,
if the Customer does not pay an invoice on its due date, the authorisation to use or resell the Products will be
automatically terminated. In case of failure to pay by the due date all or part of the price of the Products, ResiCare
reserves the right to immediately repossess the Products, with the understanding that the Products still held by the
Customer will be presumed to be the Products that remain unpaid. All costs for recovery of the Products and repair of
the Products shall be borne by the Customer. Restitution of the unpaid Products shall be due by the defaulting
Customer at its own costs and risks, upon notice from ResiCare sent by registered letter with acknowledgement of
In the event that ResiCare repossesses the Products in application of this clause, it will be exempt from returning any
deposit received on the price.
11. The discounts resulting from certain sales and/or subject to periodic performance conditions are due to the Customer only if, on
the date scheduled for their payment, the outstanding debts have been fully settled to ResiCare.
12. The Customer undertakes to comply with the applicable laws and regulations on supply, sale, transfer, exportation, re-transfer
or re-importation of Products, including economic sanctions, export control rules and trade embargoes (“Sanctions”).
The Customer, directly or indirectly, must not, through its actions, expose ResiCare to a risk of violating the applicable
Sanctions or the policy of Michelin Group, which is available at: http://www.michelin.fr/web/politique-embargo.
13. ResiCare is liable under conditions of ordinary law only for direct material damages. ResiCare's liability is capped, all damages
combined, at the amount of the order concerned for the Products and/or Services. The conditions communicated by ResiCare
concerning in particular the storage, choice, use and limits of use of the Products must be observed by the Customer. The
Customer must ensure that its employees receive appropriate training. In all cases, the use of the Products will be the sole
responsibility of the Customer.
14. Any sale of Products and/or Services does not result in the transfer of intellectual property rights to the Customer. The
Customer is prohibited from reproducing or copying the Products and/or the equipment made available as part of the Services.
15. The Customer is informed that, within the context of management of operations related to the contractual relationship with its
Customers, personal data are processed by ResiCare, as data controller in accordance with Law No. 78-17 of 6 January 1978,
modified and any updates, as well as the texts adopted within the European Union. The data processed are essential to this
processing and are used by the concerned departments at ResiCare and, if applicable, its subcontractors and service providers,
some of which may be located outside of the EU. The data concerned are stored for the duration of the contractual relationship,
increased by the legally required periods. In case of transfer of data outside of the EU, rules ensuring the data protection and
security have been put in place. The Customer and its employees can review it by consulting the notice made available upon
simple request to ResiCare. Under the conditions set forth by law, the Customer and its employees have a right of query,
access, rectification, a right to portability, restriction of processing and to object for legitimate reasons, as well as the right to set
guidelines related to the future of their personal data after death. The Customer and its employees may exercise their rights by
writing to ResiCare SAS, 3 Rue de la Charme 63100 Clermont-Ferrand, firstname.lastname@example.org. Customers and their
employees may, in the event of a dispute, lodge a complaint with the CNIL (French Data Protection Authority), the contact
details of which can be found at the following address: https://www.cnil.fr.
16. Relationships between ResiCare and the Customer are governed by French law. Any disputes related to the interpretation,
validity or execution of these general terms of sale and their subsequent agreements, will be subject to the exclusive jurisdiction
of the Courts of Clermont-Ferrand, regardless of the place of delivery, even in the event of an incidental claim, third-party claim,
or more than one defendant, notwithstanding any clause to the contrary.