General Conditions of Sale (GCS)
1 – SUPREMACY
1. These terms and conditions apply to all sales of products, equipment and medical device rentals by NOVAMEDOM. They may only be waived or modified by special provisions expressly stated by NOVAMEDOM or accepted in writing by NOVAMEDOM.
2. They take precedence over all other contractual and commercial provisions whatsoever, including those appearing on the customer's commercial documents.
3. All orders automatically imply acceptance of the following general terms and conditions and, where applicable, any special conditions agreed in writing at the time of the order.
4. In the event of bankruptcy, composition with creditors, insolvency or financial difficulties of the customer towards the seller, the seller may, ipso jure, by simple notification and without being required to pay any compensation whatsoever, stop any supply in progress and terminate any contract, if he considers that he has not obtained sufficient financial guarantees.
5. The due date for payment of the price and accessories is neither suspended nor deferred by a complaint lodged by the customer, whatever the subject matter. Subject to this reservation, the customer's claim is admissible if made in writing within 15 days of installation of the equipment.
6. On expiry of this period, the goods are deemed to have been approved, and no further complaints will be accepted.
7. The fact that NOVAMEDOM does not avail itself at a given time of any of the present general conditions or the specific conditions of the order may not be interpreted by the customer as a waiver by NOVAMEDOM to subsequently avail itself of any of the said conditions.
8. The interpretation and execution of these general terms and conditions of sale, as well as all acts resulting therefrom, shall be governed by French law.
9. In the event of disputes, only the Commercial Court of Caen shall have jurisdiction.
2 - QUOTING AND ORDERING
1. Any order placed by the customer implies acceptance of the present conditions.
2. Unless expressly stated otherwise on any proposal or quotation issued by NOVAMEDOM, these are valid for a period of thirty days from their date of issue, subject to availability of the products in question. After this period, NOVAMEDOM reserves the right not to maintain its initial offer.
3. Orders must be made in writing and must include the description of the products and materials, with their price in reference to the price list in force on the day of the
order.
4. NOVAMEDOM reserves the right to refuse any order that does not correspond to its references or that cannot be executed within the specifications requested by the customer.
5. In the absence of cancellation of an order by the customer within 15 days of the date of issue of the order, the sales contract is deemed to be perfect.
6. The seller is only bound by verbal commitments made by its representatives and employees subject to confirmation in the acknowledgement of receipt.
3 - DELIVERY - RECEIPT
1. The delivery times specified or indicated are not binding. The customer waives the right to take advantage of any delays to cancel the order or to claim any damages for any reason whatsoever.
2. Any dispute concerning the quantities delivered or the condition of the products at the time of delivery must be made by the customer to the carrier within the legal time limit, with a copy sent by mail with acknowledgement of receipt to NOVAMEDOM. Failing this, no claim can be taken into account.
3. In addition, the deadlines indicated are automatically suspended by any event beyond the control of NOVAMEDOM and resulting in a total or partial delay in delivery.
4. In any case, on-time delivery is only possible if the customer is up to date with all his obligations towards NOVAMEDOM, whatever the cause.
4 - PRICING - INVOICING
1. Prices quoted to customers are exclusive of VAT and are always invoiced at the price plus VAT applicable on the day of delivery. Payment of VAT on debits.
2. The date of delivery is the starting point of the payment period.
3. Payment terms and conditions are specified in the offer. Failing this, materials, supplies and services are payable: 30% by cheque when the order is placed, with the balance payable on delivery.
4. Any unpaid invoice will give rise to the payment by the customer of late payment interest corresponding to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation, increased by 10%, in addition to the payment of a fixed indemnity of 40 euros for collection costs in accordance with the provisions of articles L441-6 and D441-5 of the French Commercial Code. An additional indemnity may be claimed, with supporting evidence, when the collection costs incurred exceed the amount of the fixed indemnity. No discount for early payment.
5. In the event of collection by bailiff or legal action, an indemnity equal to 15% of the sums due will be demanded as a penalty.
6. In the case of payment by instalment, the customer must return the bill of exchange to NOVAMEDOM within 48 hours. The due date stipulated on the bill of exchange
must be the same as that shown on the invoice. The customer is not entitled to change the due date of his own accord.
7. All bills drawn on the customer in respect of one or more orders shall become due and payable by operation of law in the event of non-payment of any sum due by the customer on the due date.
8. In the event of a direct debit and if the direct debit is rejected, the full amount of the bank charges generated will be re-billed. The amount of these charges, as well as the amount of the rejected monthly payment, will be automatically represented. Pending payment, NOVAMEDOM reserves the right to suspend or block all or part of its services.
5 - GUARANTEE
1. NOVAMEDOM warrants that the products will function substantially in accordance with their technical specifications at the time of delivery.
2. NOVAMEDOM does not guarantee the suitability of the products for the customer's needs or intended use. It is the customer's responsibility to implement appropriate procedures for the proper use of the equipment and to ensure that the environment is suitable for the intended use.
3. Specific warranty on equipment: NOVAMEDOM shall in no event be liable for damages resulting from the customer's failure to perform its obligations or for consequential damages, even if NOVAMEDOM was aware of the possibility of such damages occurring. It is specified in this respect that any financial or commercial prejudice suffered by the customer, any loss of time, information, contract or business, any hindrance to production and any action of any nature whatsoever directed against the customer, constitute indirect damage and consequently do not give rise to any right to compensation.
6 – MAJOR FORCE
1. In the first instance, cases of force majeure will suspend the obligations provided for in the present conditions. If the case of force majeure lasts longer than one month, the said obligations will be terminated automatically.
2. The following are expressly considered to be cases of force majeure or fortuitous events, in addition to those usually accepted by the jurisprudence of the French Courts and Tribunals: total or partial strikes, whether internal or external to the company, lock-outs, bad weather, epidemics, blockage of means of transport or supply for any reason whatsoever, earthquakes, fire, floods, water damage, governmental or legal or regulatory restrictions on forms of marketing, or any other event beyond the express control of the parties preventing the normal execution of these general terms and conditions.
7 - RETENTION OF TITLE
1. In accordance with article 3 of law no. 80-335 of 12/05/1980, the seller retains ownership of the equipment delivered until full payment of the invoices for said equipment. To this end, the delivery of a bill of exchange or security constituting an obligation to pay does not entail novation, and the original claim remains with all the guarantees attached thereto, in particular the retention of title, until the said bill of exchange or security has actually been paid. Should the purchaser fail to comply with any of the agreed terms, for example by failing to pay a single bill of exchange on its due date, the entire balance of the debt shall become immediately due and payable. Any postponement of the due date shall not preclude the retention of title clause.
2. Nevertheless, risk is transferred to the purchaser upon delivery of the goods. Upon delivery of the goods, the risks shall be borne by the purchaser. It is the purchaser's responsibility to take out insurance “on behalf of whom it may concern” against all risks to which the goods may be exposed.
3. In the event of non-payment by the due date, or in the event of default of payment by the purchaser, the contract shall be terminated by operation of law at the seller's discretion, on simple formal notice sent by registered letter to no avail, and the goods returned without delay. Advance payments will remain the property of the seller and will be deducted from the difference in the market value of the goods taken back, and then from any other outstanding debts to the seller. The balance will be assigned to the seller as compensation.
4. The present provisions apply notwithstanding any other provision to the contrary. The invalidity of any of the present provisions shall have no effect on the others. The purchaser declares that he fully accepts the reservation of title clause and its consequences.
- Neurostimulation - medical - electrostimulation - electrodes - pain