Superseding Previous T&Cs of Sale Applicable from 17.05.2019
CLAUSE 1 – GENERAL CLAUSES
1.1 These terms and conditions apply to the relationship between the company ALTERNUP MEDICAL SAS (address: ZI Le Moulin 69490 PONTCHARRA-SUR-TURDINE, registered with the Register of Trade and Commerce of Villefranche - Tarare under number 812 605 236 00023, with intra-community VAT number FR808 126 05 236) and its end-user business customers (hereinafter “Customer”) who place an order for new or used medical equipment in particular on our website https://www.alternup-medical.com and, eventually, services associated (hereinafter “Product”).
1.2 These terms and conditions are applicable to our sales to customers in France and abroad.
1.3 These terms and conditions supersede our previous terms and conditions with previous publication dates and will be replaced by any subsequent editions thereof. These changes will apply to current contracts as long as the customer, duly notified thereof, does not express their disagreement within 3 days.
1.4 The content of the contract is made up of these terms and conditions as well as of any special conditions on the quote accepted by the customer. The parties agree that their relationship will be exclusively governed by the contract, the contents of which thus defined, to the exclusion of any other agreement, including any terms and conditions of purchase which are unenforceable to ALTERNUP MEDICAL SAS. If an order, accepted and signed quote, or total/partial payment is sent, this implies that our sales terms and conditions have been unconditionally accepted.
CLAUSE 2 – APPLICABLE LAW – JURISDICTION – LANGUAGE
2.1 The contract is subject to French law. Regarding the internationals sales to foreign customers, the contract shall be governed by United Nations Convention concerning the international sales of merchandise contracts (called Vienna Convention of 1980 or CVIM) and, for all questions not concerned by CVIM, by French law.
2.2 It is agreed that for any dispute concerning the validity, interpretation and/or execution of the contract, only the Courts of Villefranche sur Saône will be competent, notwithstanding the introduction of third parties or the presence of several defendants. Regarding the internationals sales to foreign customers, except European Union and Switzerland, the dispute arising from this contract will be settled under the final arbitration rules of Arbitration and Medication Center of Paris (CMAP), by one or more arbitrators appointed accordance to these regulations. Place of arbitration: Pontcharra-sur-Turdine. Language of arbitration: French.
2.3 The applicable language of contractual relationships between ALTERNUP MEDICAL SAS and the Customer is French. In case of translation conflict, the French version will be the basis for interpretation.
CLAUSE 3 – OFFER – PRODUCT CONDITION AND DESCRIPTION
3.1 The Products offered are those found in the catalogue published on the website www.alternup-medical.com, property of ALTERNUP MEDICAL SAS, and may be subject to another source depending on the customers’ needs.
The Products are as follows: new or used medical equipment and associated services (delivery, installation, training, etc.).
3.2 These Products are offered while stocks last.
3.3 Each Product comes with a description provided by the supplier.
3.4 ALTERNUP MEDICAL SAS informs the Customer of the key features of the products on offer. A photograph of the Product is also provided. However, images and texts demonstrating the products are not contractual. As such, ALTERNUP MEDICAL SAS cannot be held liable for any inaccuracies found in one of these photographs or texts.
3.5 Unless otherwise stated in the offers, ALTERNUP MEDICAL SAS product offers are available to Customers established worldwide.
3.6 Before placing an order, the Customer must check that the Products that he wants to purchase comply with regulations of the country to which he wishes to import the products, if outside of France. It is therefore agreed that ALTERNUP MEDICAL SAS is not required to give advice and/or information regarding whether products will comply with foreign legislations, unless this is required by the contract’s special conditions in return for a payment for this service.
CLAUSE 4 – PRICE
4.1 We have set prices that cannot be subject to change once the customer has confirmed their order on our website or as long as the order reaches us within the sent quote’s validity period, which is 1 month.
4.2 The prices on our website are in Euros, exclusive of all taxes, exclusive of customs fees, transport, insurance and packing.
4.3 Prices on all business proposal quotes are in Euros or in US Dollars, excluding taxes, transport, customs fees and insurance.
4.4 ALTERNUP MEDICAL SAS reserves the right to modify its prices at any time, provided that the prices apparent in the catalogue on the day of the order will be solely applicable to the customer.
CLAUSE 5 – PLACING AN ORDER
5.1 The Customer declares to have read the terms and conditions of sale and to have accepted them without reservation before placing an order and waives all their own terms and conditions of purchase and all other conditions.
5.2 All the data supplied and the confirmation recorded are proof of the transaction. Order confirmation by ALTERNUP MEDICAL SAS will be treated as a signature and acceptance of the transactions carried out. ALTERNUP MEDICAL SAS will send an email confirmation of the recorded order.
5.3 Orders are final and irrevocable. Any modifications or cancellations that the Customer requests are subjects to the express acceptance of ALTERNUP MEDICAL SAS.
In case of cancellation of the order, ALTERNUP MEDICALS SAS reserves the right to request the contract and full payment of the amounts stipulated therein.
5.4 If products are out of stock, the customer will be notified by email. In the event of a product shortage, ALTERNUP MEDICAL SAS will respond to orders based on the order in which they were received, and their availability.
In such an event, an alternative product may be proposed.
The order is personal to the Customer and cannot be transferred without ALTERNUP MEDICAL SAS’s consent.
CLAUSE 6 – DELIVERY
6.1 Excluding special circumstances, the term “Delivery” means the transfer of Products to the Customer or a representative thereof, in ALTERNUP MEDICAL SAS’s premises or the execution of the service. ALTERNUP MEDICAL SAS is committed to prevent the customer from product availability.
For international sales to foreign customers, sales are performed according to the Incoterms rules agreed by the parties and in accordance with the International Chamber of Commerce’s latest version (ICC 2020 Incoterms). If it is agreed in the quotation or pro forma accepted by the customer, upon full or partial payment, that delivery will take place in a location other than ALTERNUP MEDICAL SAS’s premises, and that ALTERNUP MEDICAL SAS must organise delivery, it is agreed that delivery costs (freight, insurance, etc.) will be borne by the Customer. The costs of shipping and transport insurance are always at the Customer’s expense. In the relationship between the parties, any person sent by the Customer to collect the products is irrefutably presumed to have the quality and power to sign delivery documents and to check that products comply with the order and their condition.
6.2 Deliveries are performed according to availability only and on a first-come first-served basis.
ALTERNUP MEDICAL SAS is authorised to perform complete and partial deliveries.
Delivery times are based on supply and transport from ALTERNUP MEDICAL SAS.
6.3 Delivery times are given for indicative purposes only. Any delays cannot justify an order being cancelled or being sanctioned by damages and interest.
6.4 If the shipping of deliveries is delayed due to the customer, ALTERNUP MEDICAL SAS may issue an invoice for “availability” payable within the same period as if the goods had been shipped on the scheduled date. In addition, goods invoiced as “available on ALTERNUP MEDICAL’s premises” are retained at the Customer’s risk. Finally, after a period of two months of the goods being “available on premises”, ALTERNUP MEDICAL may proceed with shipment at Customer’s expense.
CLAUSE 7 – TRANSFER OF RISKS AND PROPERTY
7.1 The transfer of ownership of Products takes place after the order price has been paid in full.
7.2 In the event of a default in payment for all or part of the order, ALTERNUP MEDICAL SAS reserves, until the invoice is paid in full, full ownership of the equipment and may repossess the Products delivered. The Customer cannot resell the products that are not fully paid, without the express consent of ALTERNUP MEDICAL SAS.
7.3 The transfer of risk occurs upon delivery as per art. 6.1 (transfer in ALTERNUP MEDICAL’s premises) and to the address mentioned on the order. The Customer will take an insurance to cover all risks associated with Product from that delivery.
7.4 Goods are sent at the Customer’s own risks. The Customer is thus required to check the condition of the goods upon delivery and, in the event of damage or missing parts, to clarify its reservations precisely on the carrier’s delivery note, and to reiterate them to the carrier by registered letter with acknowledgement of receipt within 3 days of the delivery, in accordance with the provisions of Article L133-3 of the French Commercial Code. Finally, the Customer must inform ALTERNUP MEDICAL SAS in writing within 8 days of the delivery of all transport damages. No claims will be accepted in the event of failing to comply with these formalities.
CLAUSE 8 – PAYMENT TERMS
8.1 Excluding special circumstances, invoices are payable to the headquarters of ALTERNUP MEDICAL SAS, according the deadlines and payment terms defined by ALTERNUP MEDICAL SAS.
8.2 ALTERNUP MEDICAL SAS does not grant any discount or price reduction for cash payments or payments made on a date prior to that which appears in the special terms and conditions.
8.3 ALTERNUP MEDICAL SAS covers the bank costs of his bank, and the customer shall cover the bank costs of others banks. If the payed amount is different to the invoice amount, ALTERNUP MEDICAL SAS reserves, until the invoice is paid in full, no ship the product.
8.4 Excluding special circumstances, orders will not be dispatched before the invoice has been paid in full.
CLAUSE 9 – LATE PAYMENT
9.1 In the event of late payment from the date on the invoice, the Customer will be liable automatically and without prior notice of a late fee equal to the rate of the European Central Bank (REFI rate) plus 10 points. The Customer will also be full and debtor rights in respect of ALTERNUP MEDICAL SAS a lump sum to cover costs, the amount is set at 40 euros (article L441-6 of Commercial Code).
9.2 Failure or delay in payment of an invoice on its due date makes the payment of all other invoices immediately payable. This absence of a settlement of an invoice gives ALTERNUP MEDICAL SAS the right to require payment in cash and without discount before shipment against reimbursement of any new provision, whatever the market conditions or the order to which they relate.
9.3 If the customer’s payment defaults or the payment conditions specified above are not respected, ALTERNUP MEDICAL SAS also reserves the right to suspend or cancel the delivery of current orders and/or suspend the execution of its obligations under the contracts in force between the parties, without compensation. The deposit paid by the Customer remains so committed to ALTERNUP MEDICAL SAS by way of fixed compensation. These provisions are not exclusive of any other legal proceedings that ALTERNUP MEDICAL SAS may exercise.
CLAUSE 10 – RECEPTION – INSTALLATION
10.1 Reception of Products is deemed following recognition of their compliance with technical specifications provided by their documentation or quotes. The Customer has a maximum of 2 business days to ensure that delivered and installed Products are checked. Thereafter, invoices will be created and will become payable under the conditions of article 8.1. If ALTERNUP MEDICAL SAS does not carry out installation, this recognition will be deemed granted if, within 10 working days of delivery, the Customer has made no reservations in writing.
10.2 The Customer has burden of proof for any defects, abnormalities or anything non-compliant that is found. ALTERNUP MEDICAL SAS must be given every opportunity to verify the defects and correct them. Customer shall refrain from acting himself and from arranging for a third party to do the same. For Products sold in packaging, starting weights and measurements are valid for amounts delivered.
CLAUSE 11 – RETURN OF PRODUCTS
11.1 Items delivered pursuant to the order cannot be returned or exchanged. Any Product returned without ALTERNUP MEDICAL SAS’s agreement would be held and made available to the Customer; no credit note will be issued for it and it must be paid under the conditions of article 8.1.
11.2 In the event of an exemption agreed by ALTERNUP MEDICAL SAS and unless otherwise agreed, transport and restocking costs (any cleaning and restoration work) will be borne by the Customer.
CLAUSE 12 – LIABILITY AND WARRANTY
12.1 During the warranty period (depending on specific conditions), ALTERNUP MEDICAL SAS (and/or its suppliers), under the warranty terms accepted by the manufacturer and/or supplier, ensures and at its discretion, the repair or replacement of the equipment affected by a fault. Products which can be transported must be returned to ALTERNUP MEDICAL SAS’s headquarters at the Customer’s expense. In this case, ALTERNUP MEDICAL SAS shall pay the customer’s return shipping costs. Defective operation is only guaranteed through correct use and normal maintenance.
12.2 When defect estimated guarantee is recognized by the Customer, he has to submit its claim to ALTERNUP MEDICAL SAS by registered letter with acknowledgment of receipt within two days after the date of fault occurred. This claim must imperatively be accompanied by a description detailing the nature of the defect.
12.3 The guarantee does not apply to defects resulting from:
12.4 The warranty period begins on the date that Products are delivered. However, if ALTERNUP MEDICAL SAS installs the Product, the warranty period begins at the end thereof. Should the Customer request that installation take place more than 30 days after the date on which it was delivered, the warranty period will begin no later than the 31st day after the delivery date. During this time, the Customer is required to keep products in a good condition.
12.5 Regarding to used medical equipment, ALTERNUP MEDICAL SAS will not be liable if the product breaks after the sale and it can no longer be repaired, if the Product or spare parts are no longer manufactured, in a way that the product cannot be repaired, or for any other reason. The customer declares to have full knowledge of the condition in which it is presented in the quote.
12.6 ALTERNUP MEDICAL SAS can in no case be held liable for the misuse, poor maintenance, non-compliance of standards or laws governing the use of the product, or insurmountably and unpredictably due to a third party to the contract or due to the customer.
12.7 For damages resulting from a lack of conformity of mistakes attributable exclusively to ALTERNUP MEDICAL SAS, the responsibility of the latter shall be limited to the harm which can be proved not to exceed 5% of the contract price or 500 euros.
CLAUSE 13 – FORCE MAJEURE
13.1 A force majeure event has the effect of suspending ALTERNUP MEDICAL SAS’s execution of contractual obligations. A force majeure event is any event beyond ALTERNUP MEDICAL SAS’s control and which would impede its normal operation with regard to repair work or product shipping. In particular, a force majeure event includes total or partial strikes preventing ALTERNUP MEDICAL SAS, one of its suppliers, subcontractors or carriers from running smoothly, as well as the suspension of transport, energy supply or the supply of spare parts. If the effects of a force majeure event continue for more than 3 months, either party shall be entitled to cancel the order for which delivery has been delayed, without payment of damages.
CLAUSE 14 – INTELLECTUAL PROPERTY
14.1 All elements on the website www.alternup-medical.com are and will remain the exclusive intellectual property of ALTERNUP MEDICAL SAS. It is forbidden for anyone, even partially, to reproduce, make use of, repost, or use elements of the website for any purpose whatsoever, whether this be software, or visual or sound elements.
Any simple or hypertext link is strictly prohibited without the express written consent of ALTERNUP MEDICAL SAS.
CLAUSE 15 – PERSONAL DATA
16.1. The information collected on the Customer is subject to computer processing by the company ALTERNUP MEDICAL SAS and is essential to the processing of the order.
This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as necessary for the execution of the work ordered and any guarantees that may apply at the end of this work.
The company responsible for processing the data is ALTERNUP MEDICAL SAS, located at Boulevard Jean Monnet - ZI Le Moulin in Pontcharra sur Turdine (69490).
Access to personal data will be strictly limited to employees of the data controller, who are employees of the data controller, who are authorized to process the data by virtue of their position. The information collected may be communicated to third parties linked to the company by contract for the execution of the execution of subcontracted tasks, without the Customer's authorization being necessary.
In accordance with the law n° 78-17 of January 6, 1978 relating to data processing, files and as modified by the law n° 2004-801 of August 6, 2004, and by the European Regulation n°2016/.679, the Customer has a right of access, rectification, deletion and portability of portability of data concerning him, as well as the right to object to the processing for legitimate reason, rights that can be exercised by contacting the person in charge of processing at the postal address or email mentioned above, by joining a proof of his identity valid identity.
In the event of a complaint, the customer may contact the Commission Nationale de l'Informatique et des Libertés (CNIL).