1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale are systematically sent or given to each purchaser to enable them to place an order. All orders placed with MEDICAL BODY ART imply acceptance by the CUSTOMER of these General Terms and Conditions of Sale and waiver by the CUSTOMER of its own General Terms and Conditions of Purchase, including trade union and professional conditions. This acceptance shall be deemed to have been acquired if no reservation is expressed by the CLIENT within 10 days of the date on which the latter were communicated.

2. PURPOSE OF THE GENERAL TERMS AND CONDITIONS OF SALE

2.1. The purpose of these general terms and conditions of sale is to define the terms and conditions of collaboration between MEDICAL BODY ART and the CLIENT for the completion of sales.

2.2 MEDICAL BODY ART and the CUSTOMER consider each other not to be pharmacy professionals.

3. ORDERING

3.1. The order received by MEDICAL BODY ART shall be final 10 days after receipt at the registered office and may not be modified unilaterally by the Customer, except with the express written agreement of MEDICAL BODY ART.

3.2 MEDICAL BODY ART reserves the right to withdraw from commitments made by its representatives or employees within ten days of receipt of the Customer's order at its registered office.

4. CUSTOMER'S OBLIGATIONS

4.1. The CUSTOMER shall provide MEDICAL BODY ART, within the agreed time limits, with the information necessary for the execution of the order and for invoicing.

4.2. THE CUSTOMER guarantees the content of the information communicated to MEDICAL BODY ART, (whether in particular from the point of view of its computer integrity, absence of viruses for example...) and shall be liable on behalf of any third party for any actions that may be brought against MEDICAL BODY ART concerning such information. The Customer authorizes MEDICAL BODY ART, within the scope of the Contract, to reproduce and distribute such information.

4.3. THE CUSTOMER must check all information contained in the Acknowledgement of Receipt of Order or invoice. Any observations must be made to MEDICAL BODY ART as soon as this document is received.

5. OBLIGATIONS OF MEDICAL BODY ART

5.1. MEDICAL BODY ART undertakes to execute the deed of sale in accordance with the agreed terms.

5.2. The lead times for completion of the order that may appear in the special conditions are indicative lead times. MEDICAL BODY ART shall not be held liable in the event of non-compliance with said deadlines.

6. PRICES AND PAYMENT TERMS

6.1. Products are supplied at the prices applicable on the date of the order. Prices are net, ex works, exclusive of tax, on the basis of the price list communicated to the Customer. Any tax, duty or service to be paid in application of French regulations or those of an importing or transit country shall be borne by the Customer. Shipping costs are always borne by the Customer, unless expressly stated otherwise in the special conditions.

6.2. Unless otherwise expressly stipulated in the special conditions, the sales price must be paid in full within 15 days of the order, and in any event before delivery.

6.3. MEDICAL BODY ART does not discount.

6.4. In the event that an order is not paid by the due date and in the absence of a prior agreement between the parties, MEDICAL BODY ART shall be entitled to suspend the performance of the contract of sale, until payment of the said invoice and without such suspension being considered as a termination of the contract by MEDICAL BODY ART. Such suspension shall be without prejudice to any damages to which MEDICAL BODY ART may be entitled as a result of such non-payment and any consequential loss.

6.5. A delay in payment of more than 10 (ten) days shall entail, irrespective of the method of payment, the right of MEDICAL BODY ART to suspend the execution of any other orders that may have been accepted, notwithstanding any damages and without prior formal notice. After formal notice sent by registered mail with acknowledgement of receipt, late payment interest of 1.5% per month from the contractual payment date until the day of payment (in France, interest invoicing includes VAT at the current rate) plus a contractual penalty of 2% of the invoice amount per month of delay.

7. RETENTION OF TITLE CLAUSE

7.1. MEDICAL BODY ART's products are sold with a clause expressly subordinating the transfer of their ownership to full payment of the price in principal and accessories. It is however understood that the mere delivery of a bill of exchange or other instrument creating an obligation to pay does not constitute payment within the meaning of this clause, MEDICAL BODY ART's original claim on the customer subsisting with all the guarantees attached thereto, including the reservation of title until the said bill of exchange has actually been paid. The above provisions shall not prevent the transfer to the customer of the risks of loss or deterioration of the goods subject to retention of title, or of any damage they may cause, upon delivery of the products.

7.2. The customer must take out insurance to cover risks arising from the delivery of the goods.

7.3. Until the price has been paid in full, the customer must individualize the products delivered and not mix them with other products of the same nature from other suppliers. In the absence of individualization, MEDICAL BODY ART may demand reimbursement or take back those still in stock. In the event of seizure, attachment or any other intervention by a third party on the products, the customer must inform the seller without delay in order to enable the seller to oppose the seizure and preserve its rights. In addition, the customer shall refrain from pledging or assigning ownership of the products as security.

8. INSURANCE AND LIABILITY

8.1. MEDICAL BODY ART is insured for its professional risks with Companies known to be solvent for the amounts customary in its profession.

8.2. Regardless of the nature, grounds and terms of any action brought against MEDICAL BODY ART, MEDICAL BODY ART shall only be liable if it can be shown that there has been a fault, that the Customer has suffered damage and that there is a causal link between the fault and the damage.

8.3. MEDICAL BODY ART shall not be liable in the event of force majeure, such as civil or foreign war, riots and civil commotion, acts of terrorism, sabotage, strikes, etc. Force majeure shall also include contingencies due to the INTERNET, and in particular the effects of the introduction of computer viruses into MEDICAL BODY ART's systems. The CLIENT declares that it is fully aware of and accepts the risks inherent in the INTERNET: access delays, virus attacks, hacking, etc.

8.4. In addition, the CUSTOMER waives the right to hold MEDICAL BODY ART liable by way of a warranty claim for damages suffered by third parties who have used, directly or indirectly, the products sold.

9. INDUSTRIAL, INTELLECTUAL AND COMMERCIAL PROPERTY

9.1. The transfer of products shall not entail the assignment to the Customer of MEDICAL BODY ART's intellectual or industrial property rights in its design, manufacturing and marketing studies.

9.2 The same shall apply to studies that MEDICAL BODY ART proposes to improve the quality or price of the products, through an original modification of the specifications.
9.3. The Customer, if it accepts them, must agree with MEDICAL BODY ART the conditions of their use in the context of the order. Under no circumstances may the Customer dispose of MEDICAL BODY ART's studies for its own use, nor divulge them, without having expressly acquired intellectual property rights.

10. NON-SOLICITATION OF PERSONNEL

Each party undertakes to the other, unless expressly agreed otherwise, not to poach, hire or employ any person who has participated in the performance of the contract and one year from the termination of contractual relations.

11. CONFIDENTIALITY

11.1. MEDICAL BODY ART's and the CUSTOMER's personnel shall mutually undertake to respect the confidentiality of all operations covered by the Contract, including the very existence of the Contract.

11.2. In general, documents or information from MEDICAL BODY ART shall be treated in the strictest confidence.

12. PARTIAL INVALIDITY

If any of the clauses of the general terms and conditions of sale of the Contract are held to be invalid or declared as such in application of a law, regulation or following a final decision of a competent court, the other stipulations will retain all their force and scope.

13. AMICABLE SETTLEMENT

13.1. In the event of difficulty in the application of these or any other contractual documents, the parties may mutually agree to submit to an amicable procedure beforehand.

13.2. In this respect, any party wishing to initiate the said procedure, prior to bringing the matter before a competent court, must notify the other party of such wish by registered letter with acknowledgement of receipt, giving the other party a period of seven calendar days.

13.3. The parties shall appoint a mediator by mutual agreement within the said period of seven days. Failing this, the President of the Commercial Court within whose jurisdiction the registered office of MEDICAL BODY ART is located shall be expressly empowered to make such appointment.

13.4. The mediator's remuneration shall be shared equally by MEDICAL BODY ART and the CLIENT.

13.5. The mediator must attempt to reconcile the parties within two months of the referral. During this period, the contract will continue to apply: the deed of sale will continue to be executed and payments will be made on time.

13.6 He will propose a report with a view to reconciling the views of each of the parties.

13.7. This report is confidential and may not be used in legal proceedings.

13.8. The parties expressly agree not to use, directly or indirectly, any information or data that may have come to light during the mediation procedure.

13.9. In the event of conciliation, the parties agree to sign a confidential settlement agreement.

14. PREVENTION AND TRACEABILITY MEASURES

14.1 MEDICAL BODY ART informs the CLIENT that it makes every effort to implement procedures to ensure the traceability, continuity and integrity of data.

14.2. The CUSTOMER must take all necessary precautions, in particular with regard to back-ups and the storage of such back-ups, in order to preserve its data. MEDICAL BODY ART shall not be held liable in this respect.

15. ATTRIBUTION OF LAW AND JURISDICTION - LANGUAGE

15.1 French law shall apply to this contract. The Commercial Court within whose jurisdiction the registered office of MEDICAL BODY ART is located shall have exclusive jurisdiction to the exclusion of any other jurisdiction designated by the CLIENT.

15.2. All documents must be written in French.

15.3. In the event of a difference of interpretation between a text in French and its translation into a foreign language, only the text in French shall prevail.

 

16. Shipping and returns

Orders are delivered to the delivery address after full payment of the order.

No returns will be accepted after 7 days, unless otherwise agreed in writing by Médical Body Art.

You are responsible for return shipping costs.

On receipt of goods

• Check your products on delivery
• If a package is faulty, an examination of the contents in the presence of the driver is necessary to identify any anomalies and preserve your recourse.
• Make your reservations in writing at the time of delivery.
• At your request, the driver will provide you with a slip authorizing handwritten notes.
• To be admissible, reservations must be written, precise, complete and confirmed if necessary.
  • Indicate the number, part number and name of the damaged part.
  • Specify whether the package has been opened or resealed
  • Describe the damage as best you can (e.g.: 2 xxx references damaged, broken, with side caved in, or package opened and 2 xxx references missing, etc.).
• The driver can formulate contradictory reservations if he disagrees with your clear reservations.