M2B SHOPGeneral terms of sale

ARTICLE 1 - DEFINITIONS

"PRODUCTS": The medical devices, equipment, accessories, consumables, and services marketed by S3DEL®.
"S3DEL®": S3DEL® SAS - Cité de l'Entreprise - 356 rue du Bessey 71570 La Chapelle de Guinchay.
"CLIENT": Any natural or legal person who places an order with S3DEL®, whether or not they are the end user of the PRODUCTS.

ARTICLE 2 - APPLICATION OF GENERAL TERMS AND CONDITIONS OF SALE

This contract concluded between S3DEL® and the CLIENT aims to define the terms and conditions under which S3DEL® undertakes to sell the PRODUCTS to the CLIENT and under which the CLIENT, by accepting them unconditionally, undertakes to acquire the PRODUCTS under the terms and conditions ("GTC") defined below. By placing an order, the client acknowledges having read these GTC.
These conditions prevail over any other purchasing condition unless there is an express and formal written waiver by S3DEL®.

ARTICLE 3 - ORDERS

Orders are final and irrevocable by the CLIENT from the moment they are transmitted to S3DEL® by any means, except with S3DEL®'s written acceptance. The sale is deemed valid only at the time of written acceptance of each order by S3DEL®, at the latest upon delivery of the PRODUCTS to the CLIENT. The benefit of the order is personal to the CLIENT and may not be transferred without the prior agreement of S3DEL®. Any order will only be validated upon payment of a 50% deposit of the total order price by the CLIENT, except in the case of financing offered by S3DEL SAS company.

ARTICLE 4 - SHIPPING - DELIVERY – RECEIPT

The PRODUCTS, whether they are firm sales or deposits, travel at the CLIENT's risk, even when they are shipped free of charge. S3DEL® declines any responsibility for any alterations, losses, damages that occurred during transport. Delivery is carried out either by the direct handover of the PRODUCTS to the CLIENT or by the delivery to a carrier within S3DEL®'s premises. Deliveries are operated only according to availability and in the order of arrival of the orders. S3DEL® is authorized to proceed with deliveries globally or partially. Considering the specificity of the PRODUCTS, S3DEL® reserves the right to unilaterally abandon their delivery, in which case S3DEL® will refund the deposit paid without any other compensation being required by the CLIENT. Delivery times are given for information purposes only and depend on S3DEL®'s supply and transportation possibilities. They can neither give rise to damages, penalties, nor cancellation of current orders. S3DEL®'s liability cannot be engaged for a delay or failure of delivery. S3DEL® is released from its obligation to execute the orders in the occurrence of a force majeure event.

Reception results from the CLIENT's signature on the delivery receipt. The CLIENT checks the PRODUCTS delivered upon arrival and, if necessary, makes any reservations in the event of damage or missing items within the forms and deadline provided for in Article L.133-3 of the French Commercial Code. It is the CLIENT's responsibility to notify, by registered letter, the carrier that carried out the delivery, of any damage or loss observed upon arrival, within three clear days following the receipt of the PRODUCTS, and generally to exercise any recourse against the carrier. The existence of reservations does not suspend the payment deadline, which must occur within the allotted time. Failing such reservations, the PRODUCTS delivered by S3DEL® are deemed to be in compliance with the order in quality and quantity, and S3DEL®'s liability cannot be called into question. Notwithstanding the retention of title clause below, all risks of loss and deterioration of the PRODUCTS sold, as well as any damages they may cause, are transferred to the CLIENT as of the date of delivery of the PRODUCTS.

ARTICLE 5 - PRICE

In the absence of express and written agreement, the prices of the PRODUCTS appearing on S3DEL®'s documentation are given for information purposes only, with invoicing always being based on the prevailing prices on the day of shipment and, for certain PRODUCTS, at the price determined by the legislative and/or regulatory provisions applicable to them. The conditions mentioned on the pro forma invoices issued by S3DEL® are valid for one (1) month. Prices are exclusive of taxes, ex-Works Mâcon (Incoterms 2010), with VAT at the legal rate being added. Any tax, duty, charge or other services to be paid in accordance with French and European regulations or those of an importing country or transit country are the responsibility of the CLIENT. If S3DEL® has serious or particular reasons to fear payment difficulties from the CLIENT at the date of the order or after that date or if the CLIENT does not present the same guarantees as at the date of acceptance of the order, S3DEL® may make the acceptance of the order or its continued execution conditional on cash payment. In case of refusal by the CLIENT of cash payment, without providing sufficient guarantees, S3DEL® may refuse to honor the order and deliver the goods in question, without the CLIENT being able to argue an unjustified refusal to sell or claim any compensation.

ARTICLE 6 - PAYMENT - LATE PENALTY

An invoice will be issued and delivered for each delivery or collection, unless otherwise agreed. Invoices are payable at S3DEL®'s head office. Invoices issued by S3DEL®, unless otherwise specified, are payable in cash. No discount is granted for early payment. The amount of the invoices can in no case be reduced by the CLIENT by the sums that may be eventually owed by S3DEL®. Any claim from the CLIENT cannot in any case have the effect of deferring or suspending payments. In the event of a late payment, S3DEL® may suspend all current orders until the CLIENT has fully paid its outstanding amounts, without prejudice to any other course of action. Any delay in payment automatically and as of right results in the application, as a penalty clause, and this, from the due date appearing on each invoice:

  • late penalties of an amount equal to the most recent refinancing rate of the European Central Bank, increased by 10 points
  • a lump sum indemnity of €40 for recovery costs. These penalties run from the due date until the date of payment. They cannot in any case release the CLIENT from the immediate enforceability of his debt.
  • Beyond this lump sum indemnity of €40, all costs incurred by contentious recovery of the sums due by the CLIENT shall be borne by him, upon justification, including damages for the loss of treasury suffered by S3DEL®.

ARTICLE 7 - TRANSFER OF OWNERSHIP AND RISKS AND RETENTION OF TITLE

The transfer of ownership of S3DEL®'s PRODUCTS is suspended until full payment of their price by the CLIENT, in principal and accessories, even in case of payment deadlines. Any contrary clause, in particular inserted in the general terms of purchase, is deemed unwritten, in accordance with the provisions of article L.621-122 of the French Commercial Code. S3DEL® retains full ownership of the PRODUCTS until the full payment of the price, fees, and taxes. In case of non-payment on the due date or if the CLIENT is subject to a recovery or liquidation process before the full payment, S3DEL® reserves the right to demand the return of the PRODUCTS by registered letter with acknowledgment of receipt under the conditions provided for in articles 1599 and 2279 of the French Civil Code. S3DEL® and its carrier are authorized to enter during the CLIENT's working hours in the premises where the PRODUCTS are located to proceed with their removal.

Consequently:

  1. in case of repossession of the PRODUCTS, the deposits paid by the CLIENT will be permanently acquired by S3DEL®,
  2. the CLIENT must insure the PRODUCTS delivered for their new replacement value against the risks of loss, deterioration, destruction, theft and keep S3DEL® informed of any measures taken by third parties concerning the PRODUCTS, particularly in case of seizure, and
  3. in case of resale and/or processing of the PRODUCTS delivered, the CLIENT undertakes, at S3DEL®'s first request, to assign all or part of the claims acquired on the purchasers up to the amounts due.

These provisions do not prejudice the transfer of risks of loss or deterioration of the PRODUCTS subject to retention of title, as well as damages they might cause, from the delivery of the PRODUCTS by S3DEL® to the carrier or sender to the CLIENT. Therefore, the CLIENT bears the risk of damages that the goods may suffer or cause for any reason. As from the delivery, the CLIENT is established as a depositary and guardian of the said goods.

ARTICLE 8 - WARRANTY – QUALITY CLAIMS – LIMITATIONS OF LIABILITY

The warranty for S3DEL® equipment is one year for parts and labor, factory return from the date of delivery to the CLIENT's premises, or from the date of departure from the factory when transportation is provided by the CLIENT. The warranty does not apply in the following cases:

  • breakdowns or damages caused by improper handling
  • improper use and non-compliance with the manufacturer's instructions
  • negligence, defective or non-compliant installation carried out by the CLIENT
  • changes made to the original characteristics of the devices
  • any damage resulting from the effects of fire, accidents, water damage, lightning, explosion, and harmful use for the proper preservation of the device, electrical supply system anomalies (overvoltage, etc.)
  • any damage resulting from elements external to the device (foreign bodies, insects, rodents, etc.).

The warranty applies only if the CLIENT uses the consumables, tools, and materials recommended by the manufacturer.

S3DEL® guarantees that the delivered PRODUCTS comply with current regulations and specifications as stated in the user manuals during the validity period of the delivered PRODUCTS, provided that the storage and use conditions of the PRODUCTS have been respected. Any claim relating to the quality of the delivered PRODUCTS must be immediately notified to S3DEL®. It is the CLIENT's responsibility to provide all evidence concerning the reality of his/her claims. Any eventual challenge of the quality of the PRODUCTS does not exempt the CLIENT from paying the price due on the due date. S3DEL® gives no express or implied warranty of the conformity of the use of PRODUCTS for a particular purpose. S3DEL®'s liability is limited in any case to the replacement or repair of the faulty equipment. S3DEL® shall not be held liable, whether under liability for breach of contract, torturous liability, or any other action, for any direct or indirect, incidental or consequential damage or loss of any kind, including but not limited to financial and commercial damages, such as loss of profits, turnover, customers, or data, resulting from the use of PRODUCTS. In addition to the legal warranty, S3DEL® offers its customers a complementary warranty program applicable only to its Connectivity range.

ARTICLE 9 - PRODUCT RETURNS

With the exception of cases involving a claim regarding the quality of the PRODUCTS, any return of PRODUCT, especially in case of a CLIENT's order error, must be subject to a formal and written agreement between S3DEL® and the CLIENT. Following S3DEL®'s agreement, the returned PRODUCTS must be accompanied by a Return Authorization previously issued to the CLIENT by S3DEL® and must be returned entirely to S3DEL® in the condition they were delivered, unopened, and kept in the original packaging. The PRODUCTS will be exclusively sent to S3DEL® by a carrier approved by S3DEL®. No PRODUCT return can be accepted by S3DEL® on the sole initiative of the CLIENT.

ARTICLE 10 - TRADEMARKS AND INTELLECTUAL PROPERTY - USE OF PRODUCTS - RESALE OF PRODUCTS

S3DEL®, as well as all distinctive signs and names on the PRODUCTS, are registered trademarks whose use is not granted to the CLIENT under this contract. These GTCs do not imply any transfer of patent license or any other industrial property rights or marketing and/or distribution rights from S3DEL® to the benefit of the CLIENT for the PRODUCTS sold. The studies, plans, drawings or documents delivered or sent by S3DEL® to the CLIENT remain the property of S3DEL®; they cannot be communicated to third parties. The CLIENT must comply with all laws, regulations, and/or directives applicable to the use of PRODUCTS. The CLIENT attests that the use of the PRODUCTS is exclusively under his/her full responsibility without the liability of S3DEL® being sought in any way for complaints, damages or losses that may result from the use of the PRODUCTS by the CLIENT.

ARTICLE 11 - MATERIOVIGILANCE AND TRACEABILITY

Considering the specific regulatory constraints applicable particularly to medical devices without prejudice to the provisions provided by the Public Health Code, the CLIENT agrees to:

  1. Ensure perfect traceability of medical devices for which S3DEL® issues a batch number or serial number.
  2. Report without delay any incident or malfunction likely to affect the safety and/or health of patients or staff.
  3. Comply with any instructions given to them by S3DEL® or any public organization in relation to the PRODUCTS or their use.

Acceptance of delivery constitutes acceptance without reservation of these three commitments.

ARTICLE 12 - PROTECTION OF PERSONAL DATA

All information collected about the CLIENT is necessary for the performance of the sales contract for PRODUCTS (ordering, shipping, delivery, reception, traceability). S3DEL® undertakes to respect the confidentiality of personal data and information provided by the CLIENT and to process them in accordance with the amended Data Protection Act of January 6, 1978. S3DEL® informs that this data will be used by its services primarily for the performance of the sales contract for PRODUCTS. The CLIENT may at any time exercise their right of access to the file and their right to rectify or delete information concerning them by sending their request (indicating their email address, name, first name, postal address) by postal mail to the following address: S3DEL®, 356 rue du Bessey - 71570 La Chapelle de Guinchay.

ARTICLE 13 - APPLICATION - SCOPE AND JURISDICTION

Ordering and/or accepting the ordered PRODUCTS implies the CLIENT's definitive, full and unreserved adherence to these GTCs. The current GTCs of S3DEL® are those appearing on the latest invoices issued by S3DEL® and/or, where applicable, those directly sent to the CLIENT by S3DEL®. In the event of a contradiction between the provisions of this printed edition of the GTCs and the provisions of another edition, the provisions of the most recent edition shall prevail. These GTCs take precedence over the conditions that may appear on the CLIENT's documents, specific conditions or CLIENT's General Purchasing Conditions, and apply to all sales of S3DEL® in France and abroad. Any contrary condition opposed by the CLIENT shall not be binding on S3DEL®, unless expressly accepted, regardless of the time at which it may have been brought to its attention. Any additions, deletions, modifications, or deletions made to these GTCs that are not approved by S3DEL® are void. The fact that S3DEL® does not invoke at any given moment any clause of these GTCs cannot be interpreted as a waiver of the right to rely subsequently on any clause of the said GTCs. In the event of specific agreements contractually provided between S3DEL® and the CLIENT, these agreements may depart from certain provisions of these GTCs, the other provisions remaining applicable insofar as they are not contrary. These GTCs are subject to French law. In the absence of an amicable agreement between the parties, any dispute relating to the interpretation, execution or payment of orders shall be within the competence of the Mâcon Commercial Court, notwithstanding any contrary clauses and even in the event of summary proceedings, plurality of defendants, or third party proceedings.

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