Terms and Conditions
ARTICLE 1. SCOPE OF APPLICATION
1.1. These general terms and conditions of sale (hereinafter the "T&Cs") apply automatically and as a matter of right to any order placed by any professional buyer (hereinafter the "Customer") on the Groupe RG website (hereinafter "RG") accessible at the following address: www.groupe-rg.com/en/ (hereinafter the "RG Site") for the sale of personal protective equipment products (hereinafter the "Products").
1.2. Placing an order on the RG Site automatically and as a matter of right constitutes the Customer's full and unreserved acceptance of, and adherence to, these T&Cs. By accepting them, the Customer acknowledges having full knowledge of the T&Cs and therefore waives any right to rely on any conflicting document, in particular the Customer's own general terms and conditions of purchase.
1.3. The T&Cs take precedence over all provisions contained in any other document or material provided by the Customer or by RG, which are for indicative purposes only.
1.4. No document other than these T&Cs may create obligations on either party or derogate from these T&Cs.
1.5. The T&Cs may be freely consulted from the RG Site's homepage. They may also be consulted via a link provided to the Customer in the order confirmation email.
ARTICLE 2. AMENDMENT OF THE T&Cs
2.1. RG may amend the T&Cs at any time, without delay, without prior notice, and without the Customer being entitled to any form of compensation.
2.2. The new T&Cs will then apply to any order placed after the new T&Cs are effectively published online.
ARTICLE 3. THE PRODUCTS
3.1. The RG Site allows the Customer to obtain all necessary information on the full range of Products offered via an online product page.
3.2. The Customer may also ask questions by phone on +33 4 72 23 24 30 (cost of a local call from a landline), by email at contact@groupe-rg.com, or via a contact form.
3.3. The Customer confirms having been made aware of all the information required to place their order for Products.
ARTICLE 4. CUSTOMER ACCOUNT
4.1. Using the RG Site to purchase Products requires the creation of a customer account.
4.2. Creating a Customer account is free of charge and is done online via the Site. To create a Customer account, the Customer must complete the registration form, at their own responsibility, providing the requested information.
ARTICLE 5. ORDERS
5.1. Orders are placed by the Customer online on the RG Site using the following ordering process:
- Customer registration or sign-in;
- Identification of Products on the Site, possible via several means: dynamic browsing using filters, use of a search engine, etc.;
- Each Product has a dedicated page generally including images, a description, a list of technical specifications and/or downloadable documentation (technical data sheet, etc.);
- Adding item(s) to the basket via the "add to basket" button;
- Updating the basket: changing quantities or Product specifications where possible (size, colour, etc.), removing selected Products;
- Confirming the basket;
- Optionally adding the Customer's internal order number to facilitate order management;
- Selecting the delivery address;
- Accepting the T&Cs;
- Selecting the payment method;
- Confirming the order.
5.2. The T&Cs are expressly accepted by the Customer by ticking a checkbox during the order confirmation process. Ticking the T&Cs checkbox constitutes the Customer's final, firm and unreserved acceptance of the T&Cs in force at the time the Order is placed, in accordance with Article 1 of the T&Cs.
5.3. Placing an order only binds RG once it has been accepted by RG. The Order is confirmed and recorded in real time on the RG Site. In accordance with the provisions of the French Civil Code, this confirmation is sent by RG to the Customer by email and formally concludes the sales contract.
5.4. The Customer may under no circumstances cancel or amend, of their own initiative, an accepted order. In the event of a data entry error, the Customer may contact their assigned RG contact to have the necessary adjustments made. RG will use its best efforts to amend the order, it being specified that no amendment can be accepted for orders that have already been processed.
5.5. Any order duly placed must be paid for by the agreed due date.
5.6. The benefit of an order is personal to the Customer and may not be transferred in any way without RG's prior written consent.
5.7. All orders placed by the Customer are listed in their customer account, under "my orders". RG nevertheless recommends that the Customer keep a record of their order data on a durable medium.
5.8. In the event of difficulty, for example to help the Customer complete an order or assist them in navigating the RG Site, RG may access the customer account and assist the Customer directly, which the Customer expressly agrees to.
ARTICLE 6. QUOTES
6.1. On the RG Site, instead of confirming an order directly, it is also possible to request a quote. RG will use its best efforts to provide the Customer with a quote based on the Products and quantities requested by the Customer (hereinafter a "Quote").
6.2. The Quote is valid for 30 days from its date of issue. The order will only be placed once the Customer has unreservedly accepted the terms set out in the Quote.
6.3. The Customer may confirm the quote in their customer account, in the "my quotes" section, by adding the quote to their basket. Once confirmed, the quote becomes an order.
ARTICLE 7. PRICES
7.1. The prices of the Products are detailed on the RG Site.
7.2. If the Customer benefits from specific negotiated prices on certain products, these negotiated prices are only visible to the Customer when logged in to the RG Site, for the duration of the negotiated prices' validity.
7.3. As the RG Site is only accessible to professionals, prices are quoted exclusive of tax, in euros.
7.4. Prices may be changed by RG at any time, in particular due to currency fluctuations or any other factor liable to affect the price of raw materials or labour. The RG Site is updated accordingly. The prices displayed on the RG Site will be those applicable to orders placed at that time. The prices applied to the Order are therefore those in force on the day the Order is placed.
ARTICLE 8. PAYMENT TERMS
8.1. As the Customer must be registered as an account holder in order to place orders for Products on the RG Site, orders are paid on invoice, in accordance with the terms negotiated between the Customer and RG.
8.2. RG sends the Customer, via the RG Site, dematerialised invoices compliant with applicable regulations. Invoices for orders placed on the RG Site are available in the customer account.
8.3. All invoices issued by RG are payable at its registered office, net, and due immediately from the invoice issue date, unless otherwise agreed. No discount is granted by RG for early payment.
8.4. RG reserves the right to adjust the payment terms applicable according to the Customer's financial situation and/or to make the fulfilment of current orders conditional upon the provision of additional guarantees or upon prior payment of the Order.
8.5. The Customer may not invoke any reason whatsoever to defer or amend the payment terms, or to request a price reduction, including a dispute over the quality or non-conformity of the Order's Products, or a delivery delay.
8.6. Any invoice due and not paid in full by the Customer will automatically render the Customer liable, without formal notice being required, for (i) a late payment penalty of three times the statutory interest rate, (ii) payment of a fixed fee of €40 for recovery costs, (iii) immediate payment of all invoices not yet due, and (iv) payment, prior to any delivery, of orders already accepted by RG in accordance with the provisions of Article 2. RG will also be entitled to cancel current orders, without prejudice to its right to claim damages and/or terminate the Contract.
ARTICLE 9. DELIVERY
9.1. Deliveries are made only within France, to the address given when the order is placed. No delivery can be made for export via the RG Site.
9.2. For deliveries within Metropolitan France (excluding Corsica), for an amount exceeding €200 excluding tax, Products will be delivered to the Customer carriage paid to the delivery location specified by the Customer in the order (Incoterm (ICC 2020) DDP). In this case, the transport of Products is carried out at RG's own risk.
9.3. For any Order of Products within Metropolitan France (excluding Corsica) of €200 excluding tax or less, a fixed contribution towards transport costs of €15 excluding tax will be invoiced to the Customer.
9.4. For deliveries outside Metropolitan France (i.e. Corsica and the French overseas departments, regions and territories), regardless of the order amount, Products are delivered to the Customer under Incoterm (ICC 2020) EXW from RG's premises. The delivery cost will be determined on a case-by-case basis, depending on the delivery site, by the Customer's account manager. In this case, the transport of Products is therefore carried out at the Customer's own risk. Accordingly, if RG arranges transport to the delivery location specified in the order, it does so solely as the Customer's agent.
9.5. When placing an order, indicative delivery times are shown on the RG Site depending on the Products ordered, their quantity and packaging. RG uses its best efforts to ensure that the delivery times indicated are accurate and are met. Nevertheless, these delivery times are given for information only, and the Customer may not, under any circumstances or on any pretext, rely on them to claim cancellation of the order, penalties or compensation, and/or to refuse payment of the price.
9.6. Depending on the delivery times for the Products ordered, the Customer expressly agrees that orders may be delivered in several instalments.
ARTICLE 10. UNAVAILABLE PRODUCTS & OBVIOUS PRICING ERRORS
10.1. If ordered Products are unavailable, despite formal acceptance of the order, RG is entitled to partially cancel the Order in respect of the unavailable Products. In this case, RG will immediately inform the Customer that the ordered Products are no longer available and will offer similar available replacement products, or propose a new delivery date taking into account the lead times for the unavailable Products. If the Customer refuses the replacement products or the delivery times proposed by RG, RG will formally cancel the Order for the unavailable products. The price will be automatically updated on the Customer's "My orders" page. If the order is cancelled after the Customer has paid for it, RG will issue the Customer a credit note for an equivalent amount, to be used against future orders.
10.2. In the event of an obvious pricing error for one or more Products ordered by the Customer, RG is entitled to partially cancel the Order in respect of the Product(s) affected by the obvious error. In this case, RG will inform the Customer of the error and of the correct price. If the Customer does not wish to order the Products at the correct price, RG will formally cancel the Order for the Products concerned. The price will be automatically updated on the Customer's "My orders" page. If the order is cancelled after the Customer has paid for it, RG will issue the Customer a credit note for an equivalent amount, to be used against future orders.
ARTICLE 11. RETURNS & NON-CONFORMING DELIVERY
11.1. If, upon delivery, the Customer notices apparent defects (missing or damaged Products, damage in transit, etc.), they must immediately note their reservations to the carrier on the delivery documents, even if the shipment was made at RG's risk and expense. These reservations must be confirmed to the carrier by registered letter with acknowledgement of receipt, or by any other appropriate written means, no later than three (3) working days following delivery. A copy of this letter must be sent to RG.
11.2. No Product may be returned to RG without its prior agreement. If a return is accepted, transport costs will be borne solely by the Customer, unless otherwise specifically agreed by RG. Following agreement on the return, RG will only issue a credit note once the Products have been received by RG in perfect condition and after verification and acceptance by RG.
ARTICLE 12. CUSTOMER DECLARATIONS & UNDERTAKINGS
12.1. The Customer confirms that they were able to obtain all necessary information about the Products, made available in accordance with Article 3 of these T&Cs, that they understood it, and that they placed their Order with full knowledge of the facts.
12.2. The Customer alone determines the intended use and application of the Products in their Order.
12.3. RG may under no circumstances be held liable to the Customer where the Products delivered under the Order conform to those ordered. Conformity with the order is assessed by reference to the invoice issued when the Order was placed.
12.4. The Customer is also responsible for the use and installation of the Products in accordance with the standards, best practice and safety rules of the country of destination.
ARTICLE 13. NO RIGHT OF WITHDRAWAL
As the RG Site and the Products sold are accessible to, and intended solely for, non-consumer Professionals, the Customer acknowledges that they are acting as a professional and that the right of withdrawal provided for under Article L221-18 of the French Consumer Code does not apply to Orders.
ARTICLE 14. WARRANTY
14.1. With respect to Products sold by RG on the RG Site, should the Products delivered prove not to conform to the Order, or should they present defects or a fault rendering them unusable, the sole warranty granted by RG is the provision of replacement products, subject to available stock.
14.2. No other warranty is granted by RG, and RG assumes no other warranty obligation than that set out above. In particular, RG can never warrant the performance of the Products, or their suitability for a particular use, unless expressly stated in the order.
ARTICLE 15. LIABILITY
15.1. Any dispute by the Customer regarding RG's proper performance of its contractual obligations must be substantiated and set out in a registered letter with acknowledgement of receipt, sent no later than one year after the alleged non-performance. Failure to do so constitutes a waiver by the Customer of their right to challenge RG's proper performance of its contractual obligations.
15.2. RG may under no circumstances be held liable for any intangible and/or indirect damage suffered by the Customer, including in particular loss of business, loss of customers, loss of turnover, loss of data, non-material or commercial harm, or damage to brand image.
15.3. IN ALL CASES, SUBJECT TO INSTANCES OF WILFUL MISCONDUCT (FAUTE DOLOSIVE), RG'S LIABILITY MAY UNDER NO CIRCUMSTANCES EXCEED THE AMOUNT, EXCLUDING TAX, PAID BY THE CUSTOMER IN RESPECT OF THE PRODUCTS IN DISPUTE.
15.4. RG may at all times prevent a liability claim by bringing a non-conforming Order item into conformity or by replacing it.
ARTICLE 16. RETENTION OF TITLE
16.1. REGARDLESS OF THE DELIVERY OF THE PRODUCTS OR THE DATE ON WHICH THE RISK IN THE PRODUCTS TRANSFERS TO THE CUSTOMER, TITLE TO THE PRODUCTS SHALL ONLY TRANSFER TO THE CUSTOMER UPON EFFECTIVE PAYMENT IN FULL OF THEIR PRICE, IN PRINCIPAL, INTEREST AND ANCILLARY COSTS.
16.2. The Customer undertakes, on this basis, to ensure that delivered Products remain identifiable at all times following delivery. Accordingly, until full payment has been made, RG may require the Customer, upon simple request, to return the Products, and in the event of the Customer's default, RG is entitled to recover the Products subject to this retention of title. Should the Products in question have been resold by the Customer, RG expressly reserves for its own benefit the sale price not yet paid by the purchaser, up to the amount of its own claim against the Customer.
ARTICLE 17. INSURANCE
As a result of the retention of title clause above, the Customer undertakes to insure, at its own expense, all Products subject to retention of title against all risks of damage that such Products may suffer, and hereby subrogates RG in its rights against the Customer's insurance company.
ARTICLE 18. CONFIDENTIALITY
18.1. Each party shall treat as strictly confidential, and shall refrain from disclosing, any information, data, formula or concept made available to it by the other party in any form whatsoever (written, oral, on magnetic, electronic or IT media, etc.) in connection with the Contract (hereinafter "Confidential Information"), for a period of five (5) years from the termination of the Contract.
18.2. Neither party shall disclose the other's Confidential Information to a third party without that other party's express written consent, and shall not use any Confidential Information other than for the performance of the Contract. Each party must exercise the same degree of care in respect of the non-disclosure of Confidential Information as it applies to its own Confidential Information.
18.3. Confidential Information also includes the Customer's login credentials for the RG Site and the Customer's negotiated prices. The Customer expressly acknowledges that disclosure of these elements would cause specific harm to RG, which reserves the right to seek compensation for it.
18.4. Confidential Information does not include information that (a) is generally available to, or known by, the public, (b) was previously known to the recipient, (c) was independently developed by the recipient outside the scope of the Contract, (d) is lawfully disclosed by a third party, or is disclosed in the course of testimony before a competent authority.
18.5. Both parties shall take all necessary measures with respect to their staff and partners to ensure the effectiveness of the above obligation, and shall be responsible for ensuring that this confidentiality undertaking is respected by them.
ARTICLE 19. INTELLECTUAL PROPERTY
19.1. RG is and remains the holder of the intellectual property rights relating to the Products and to the RG Site.
19.2. The content, visuals (product pages, drawings, technical documents and data, instructions, photographs, illustrations, logos, animations, etc.) and any other element forming part of the RG Site are the exclusive property of RG.
19.3. Likewise, all drawings, technical documents and data, instructions, samples, or any other document provided to the Customer in connection with RG's performance of the Order, together with any associated intellectual property rights, remain the exclusive property of RG.
19.4. Placing an Order does not entail any transfer whatsoever of the intellectual property rights attached to the Products in the Order to the Customer.
19.5. Accordingly, by paying the price arising from the Order, the Customer only acquires a right to use the Products. For any other use, the Customer must contact RG to agree the terms, in particular the financial terms.
ARTICLE 20. FORCE MAJEURE
20.1. In the first instance, force majeure events within the meaning of Article 1218 of the French Civil Code shall suspend the parties' obligations. Should such an event occur, the parties shall use their best efforts, in good faith, to take all reasonably possible measures to continue performance of the Contract. If force majeure events last longer than thirty (30) days, either party may terminate the Contract, with no right to compensation for either party.
20.2. The following are expressly considered force majeure events: lock-out, strike, epidemic, pandemic, administrative closure, lockdown measures, embargo, accident, breakdown of machinery or equipment, exceptional weather conditions, interruption or delay in transport, inability to obtain supplies or defective raw materials, or any other event beyond RG's control resulting in total or partial suspension of activity at RG, its suppliers or subcontractors, or making production impossible or ruinously costly, or the total or partial disruption of communication networks, including data networks.
ARTICLE 21. SUBCONTRACTING AND USE OF TEMPORARY STAFF
To carry out its work, RG may engage subcontractors of its choosing and/or make use of staff provided to it under the conditions set out in Articles L. 8241-1 et seq. of the French Labour Code.
ARTICLE 22. COLLECTION OF ECO-CONTRIBUTIONS AND WASTE
RG, as a distributor within the meaning of the French Environmental Code, complies with applicable regulations regarding waste collection and treatment.
22.1. The amount of the eco-contribution, or of any other applicable tax, is calculated in accordance with the relevant regulations in force. The Customer is invited to contact RG to find out the arrangements for the collection and treatment of their waste, where such waste is subject to legal and regulatory take-back obligations imposed on the producer and/or distributor, as defined by the French Environmental Code.
ARTICLE 23. COMPLIANCE WITH REACH REGULATIONS
Article 23.1. RG guarantees to the Customer that it complies with its obligations under Regulation (EC) No 1907/2006 of 18 December 2006 (hereinafter the "REACH Regulation") with regard to the Product(s) sold on the RG Site.
Article 23.2. RG ensures, within the limits of its obligations under the REACH Regulation, that the substances contained in, or making up, the Products are registered within the required time frames, either by RG itself or by one of its suppliers further up the supply chain, taking into account the uses that have been communicated to it.
ARTICLE 24. PROCESSING OF PERSONAL DATA
RG's Cookie Policy and Personal Data Privacy Policy are available at the following address: https://www.groupe-rg.com/en/privacy-policy
ARTICLE 25. GENERAL PROVISIONS
25.1. In the event of doubt regarding the interpretation of a clause, or in the absence of a provision allowing the precise scope of RG's obligations to be determined, the Customer acknowledges that RG's obligations shall be construed as best-efforts obligations (obligations de moyens).
25.2. The fact that RG does not, at any given time, rely on any of the provisions of these general terms and conditions may under no circumstances be construed as a waiver of its right to rely on them at a later date, including in particular the fact of not demanding payment of a late payment.
25.3. The invalidity of any clause shall not affect the validity of the other clauses hereof.
25.4. In the event of a dispute, the parties agree to treat email as an original written document constituting conclusive evidence, and waive any right to challenge this means of evidence, except as to its authenticity.
ARTICLE 26. ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE
26.1. These T&Cs are governed by French law.
26.2. Before taking any legal action, RG and the Customer shall, in good faith, seek an amicable resolution of any dispute relating to the validity, interpretation, performance or non-performance, interruption or termination of the Order, on any grounds whatsoever (hereinafter the "Dispute").
The Parties shall endeavour to reach an amicable agreement within 45 working days of either party notifying the other of the need for such an agreement. This notification shall contain reasonably detailed information about the Dispute, together with any related documents.
During this period, the Parties shall meet at least once to compare their positions and carry out any findings useful in helping them reach a resolution to their dispute.
26.3. Failing an amicable resolution as defined above, all disputes relating to the formation, validity, performance, interpretation or termination of these T&Cs, or of any Order in general, shall fall within the exclusive jurisdiction of the Lyon Commercial Court.