General Terms and Conditions of Sale

1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

The present  General Terms and Conditions of Sale are systematically sent or given to every buyer for the purpose of placing an order. All placements of orders with MEDICAL BODY ART constitute CUSTOMER’s acceptance of these General Terms and Conditions of Sale and waiver of CUSTOMER’s own General Terms and Conditions of Sale, including union conditions and professional conditions.  Such acceptance is deemed to be conclusive where no reservation is expressed by the CUSTOMER within a period of ten (10) days from such time as these General Terms and Conditions of Sale were communicated.

2. PUPOSE OF THESE GENERAL TERMS AND CONDITIONS OF SALE

2.1. The purpose of the present General Terms and Conditions of Sale is to define the mode of collaboration between MEDICAL BODY ART and the CUSTOMER in effecting sales.

2.2. MEDICAL BODY ART and the CUSTOMER regard each other mutually as non pharmacy professionals.

3. PLACEMENT OF ORDERS

3.1. Any order received by MEDICAL BODY ART shall be final and binding ten (10) days after receipt at the registered office and may therefore no longer be modified unilaterally by the Customer, unless expressly agreed in writing by MEDICAL BODY ART.

3.2. MEDICAL BODY ART reserves the right to cancel commitments made by its representatives or employees within a period of ten (10) days from receipt of the CUSTOMER’s order at the registered office.

4. CUSTOMER’S OBLIGATIONS

4.1 The CUSTOMER shall provide MEDICAL BODY ART, within the agreed period of time, with all information necessary for executing the order and for establishing invoices.

4.2. The CUSTOMER shall check all information stated on the Return Receipt for any order or invoice.  Remarks should be submitted to MEDICAL BODY ART upon receiving the said document.

5. MEDICAL BODY ART’S OBLIGATIONS

5.1. MEDICAL BODY ART agrees to carry out the act of sale in accordance with the terms provided.

5.2. Lead-times for carrying out the order possibly indicated in the Special Terms and Conditions are given for guidance purposes only.  MEDICAL BODY ART shall not be held liable in the event of non compliance with such lead-times.

6. PRICES AND PAYMENT METHODS

6.1. The products are supplied at the prices in effect on order date. Prices are net ExWorks, exclusive of tax on the basis of the prices communicated to the Customer. All taxes, fees or services to be paid in application of French regulations or those of an importing or transit country are borne by the Customer. Shipping costs are always borne by the Customer, unless otherwise expressly provided in the Special Terms and Conditions.

6.2. Unless otherwise expressly set forth in the Special Terms and Conditions, the sales price shall be fully paid up within fifteen (15) days from the order and in any event prior to delivery.

6.3. MEDICAL BODY ART does not practise discounts.

6.4. In the event an order is not paid at anticipated due date and failing prior agreement between the parties, MEDICAL BODY ART shall be entitled to suspend performance of the sale until such time as the relevant invoice is paid up and without such suspension being taken as a termination of contract by fault of MEDICAL BODY ART. Such suspension shall take place in spite of any damages which MEDICAL BODY ART may claim by reason of the relevant non payment and consequential loss.

6.5. Over ten (10) days late payment, whatever payment method has been agreed, shall entitle  MEDICAL BODY ART to suspend processing of other orders which may have been accepted, notwithstanding damages and without prior formal notice. After formal notice sent by registered letter with return receipt, a late payment interest of 1.5% per month starting from the contractual date of payment and up to the date of actual payment (in France, invoiced interest is subject to VAT at the prevailing rate) plus a contractual penalty of 2% of invoice amount per month of arrears.

7. RETENTION OF TITLE PROVISION

7.1. MEDICAL BODY ART products are sold under a provision which expressly subordinates transfer of title thereto to full and entire payment of the price thereof in principal and accessories.

It is nevertheless understood that mere handing over of an instrument establishing an obligation to pay, whether bill of exchange or other, shall not constitute payment as intended under the present provision, inasmuch as the original claim of MEDICAL BODY ART on the Customer shall subsist together with all pertaining guarantees, including retention of title until such time as such bill of exchange is effectively paid up. The above provisions shall not impede that, upon delivery of the products, transfer shall be affected to the CUSTOMER of risk of loss or damage to the goods subject to retention of title, as well as damage possibly caused by such goods.

7.2. The Customer shall arrange for insurance coverage of risks generated as from delivery of the goods.

7.3. Until such time as the price is fully paid, the Customer shall keep the delivered products apart and not mix them with any other products of the same kind from other suppliers. Should the delivered products fail to be kept apart, MEDICAL BODY ART shall be entitled to demand repayment or take back those still in stock. In case of attachment order or any other third party claim on the products, the Customer is imperatively bound to so inform the Seller immediately in order to enable the Seller to enter opposition and preserve its rights. The Customer further agrees to abstain from pledging the products or transferring title to the products by way of guaranty.

8. INSURANCE AND LIABILITY

8.1. MEDICAL BODY ART is insured for its professional risks by Companies whose solvency is recognised for the amounts customary in its profession.

8.2. Whatever the nature, grounds and modalities of any action taken against MEDICAL BODY ART, MEDICAL BODY ART shall not be held liable unless a fault and loss sustained by the Customer, as well as a relationship of cause and effect between such fault and loss, shall be demonstrated.

8.3. The liability of MEDICAL BODY ART may not be implicated in force majeure events such as civil or foreign war, civil riots and rebellions, acts of terrorism, sabotages, strikes … Are also regarded as force majeure all events due to INTERNET, and namely the disruptions caused by computer viruses introduced into MEDICAL BODY ART’s information technology systems. The Customer declares that he is aware of and accepts the unforeseeable complications inherent to INTERNET: access times, virus attacks, hacking…

9. INDUSTRIAL, INTELLECTUAL AND COMMERCIAL PROPERTY

9.1. The transfer of products does not entail assignment of MEDICAL BODY ART’s rights of intellectual or industrial property over its design, manufacturing and marketing plans to the Customer.

9.2. Likewise as regards plans proposed by MEDICAL BODY ART for the improvement of product quality or prices, by means of an original modification of the master specifications.

9.3. If the Customer accepts such plans, the Customer must come to terms with MEDICAL BODY ART as to the conditions of use in respect of the order. The Customer may not in any event make use of MEDICAL BODY ART’s plans for the Customer’s own utilisation nor disclose them unless the intellectual property has been expressed acquired. 

10. NON SOLICITATION OF EMPLOYEES

Each party gives undertaking to the other party, unless expressly agreed, not to hire away or poach or provide work for any person who has taken part in the implementation of the contract and for one year starting from termination of the contractual relationship.

11. CONFIDENTIALITY

11.1. The employees of MEDICAL BODY ART and of the Customer mutually agree to respect confidentiality regarding all transactions subject of the Agreement, including the very existence of the Agreement.

11.2. Generally speaking, documents or information issuing from MEDICAL BODY ART are to be held in the strictest confidentiality.

12. SEVERABILIY

The invalidity or the inability to enforce any provision or provisions of the General Terms and Conditions of Sale of the Agreement, as declared pursuant to any law or regulation, or subsequent to final ruling of competent court, shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13. AMICABLE SETTLEMENT

13.1. In case of difficulty in applying these presents or any other contractual documents, the parties may decide by common accord to submit the matter firstly to procedure of amicable settlement.

13.2. In this respect, either of the parties wishing to initiate the above said procedure, which lies prior to referral to competent court, shall so notify by means of registered letter with return receipt, providing the other party with a notice period of seven (7) calendar days.

13.3. The parties shall appoint a mediator by common accord within the above said notice period of seven (7) days.

Should the parties fail to reach an appointment, the President of the Commercial Court in whose jurisdiction the registered office of MEDICAL BODY ART is located shall have express competence for the purpose of making such appointment.

13.4. The mediator’s remuneration shall be divided and covered equally by MEDICAL BODY ART and the CUSTOMER.

13.5. The mediator shall use his/her best efforts to conciliate the parties within a period of two (2) months from the referral.  During this period, the Agreement shall remain applicable – i.e. the act of sale shall be affected and timely payments shall be made.

13.6. The mediator shall propose a report aiming to conciliate the standpoints of each of the parties.

13.7. The said report is confidential and may not be used in case of judicial proceedings.

13.8. The parties expressly agree to refrain from directly or indirectly making use of any and all information and data possibly disclosed in the course of the mediation procedure.

13.9. In case of conciliation, the parties give undertaking to sign a confidential transaction statement.

14. MEASURES OF PREVENTION AND TRACEABILITY

14.1. MEDICAL BODY ART informs the CUSTOMER that the best efforts are made to implement procedures to ensure the traceability, continuity and integrity of data.

14.2. The CUSTOMER shall take all useful precautions, namely in the matter of backups and storage of backups, for the purpose of saving its data. MEDICAL BODY ART may not be held liable in this respect.

15. GOVERNING LAW AND VENUE – LANGUAGE

15.1. The laws ofFranceapply to the present Agreement.

TheCommercial Courtin whose jurisdiction the registered office of MEDICAL BODY ART is located shall be solely competent to the exclusion of any other jurisdiction designated by the CUSTOMER.

15.2. All documents must be drawn up in the French language.

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