General Terms and Conditions of Sale
GROUPE LEPINE
Société par actions simplifiée au capital de 3.028.950,00 euros
Siège social : 175 RUE JACQUARD, CS 50307, 69727 GENAY CEDEX;
N° de téléphone : 04.72.33.02.95 ; Adresse du courrier électronique : info@groupe-lepine.com immatriculée au RCS de LYON n°957 503 642
N° individuel d'identification fiscal : FR0J957503642
PREAMBLE: DEFINITIONS
"Products": Refers to the medical devices, accessories, splints and services marketed by Lépine and listed in its current catalogs.
"Lépine": Refers to the company Lépine, Société par actions simplifiée (SAS) having its registered office at 270 rue Jacquard, 69730 - Genay, seller of the Products.
"Customer": Refers to any natural or legal person who places an order with Lépine, whether or not the Customer is the end user and/or recipient of the Products.
"General Terms and Conditions of Sale" (hereinafter "GTCS"): Refers to the present contract concluded between Lépine and the Customer, the purpose of which is to define the terms and conditions under which Lépine undertakes to sell the Products to the Customer, and by which the Customer undertakes to acquire the Products under the conditions hereinafter defined. In accordance with Article L441-1 of the French Commercial Code, these terms constitute the sole basis for commercial negotiations between the parties.
ARTICLE 1 - APPLICATION AND ENFORCEABILITY OF THE GTCS
Placing an order implies the Customer's full and unreserved acceptance of the GTCS, to the exclusion of all other conditions appearing in the Customer's commercial documents, even the Customer's general purchasing conditions.
ARTICLE 2 - ORDERING
Lépine is only bound by orders placed in writing (by mail or fax or e-mail). The Customer is required to specify the reference, the exact quantity and the precise specificity of the Products ordered. In addition, for kit orders, the Customer must specify the expected date of surgery. The responsibility for samples, sketches, etc., presented as legally protected manufacturing models, remains entirely with the Customer. Orders may only be changed or cancelled with the express consent of Lépine.
ARTICLE 3 - DELIVERY TIMES
Delivery times are given as an indication only and are not guaranteed by Lépine. Under no circumstances may delays give rise to cancellation of the order, withholding of payment or claims for damages. In any event, delivery can only take place if the Customer is up to date with its obligations towards Lépine.
ARTICLE 4 - TRANSPORT RISKS
The Products, regardless of the shipping method agreed upon, travel at the risk and peril of the recipient Customer and at the price set by the carrier, upon shipment from Lépine's premises.
ARTICLE 5 - ACCEPTANCE
Without prejudice to the measures to be taken with regard to the carrier, complaints about apparent defects or non-conformity of the Products delivered with the Products ordered or with the dispatch note, must be made in writing within forty-eight (48) hours of the arrival of the Products.
ARTICLE 6 - SHORT-TERM SUPPLY OF EQUIPMENT
When Lépine temporarily provides the Customer with installation equipment ("kits"), such provision is made under the following conditions, which the Customer acknowledges accepting and undertakes to comply with:
- Orders must be placed at least one (1) working day before 3.30pm before the kits are dispatched, in accordance with article 2 above;
- Delivery to the Customer a maximum of two (2) working days before the scheduled surgery date;
- The kits are made available by the Customer for collection by Lépine no later than two (2) working days after the date of the surgery;
- The Customer is authorized to keep the kits for a maximum of seven (7) working days, only if he/she needs to use them for two different surgeries during this period and after receiving written consent from Lépine.
Any request outside the scope of this standard service will be invoiced at the catalog price available on the Lépine website and communicated to the Customer on request. Consequently, any request for the provision of kits constitutes an order form.
ARTICLE 7 - RETURNS
The return of unused installation material temporarily made available by Lépine (kits) will be invoiced to the Customer at one hundred and fifty (150) euros (excl. VAT).
When the kit has been used but is not returned with its shuttle sheet, proof of sterilization, Lépine will invoice the Customer the sum of two hundred and fifty (250) euros (excl. VAT).
If the Customer refuses to take delivery of the Products delivered by Lépine, the Custom er will be liable to pay compensation of 30% of the agreed order price, including VAT, in addition to the order price, without prejudice to any damages.
Any return of Products must be the subject of a formal agreement between Lépine and the Customer. Without this agreement, the return will not be eligible for a credit note, which may be issued after the returned Products have been checked for quality and quantity.
In any event, only Products received carriage paid in their original packaging or in equivalent packaging providing the same level of protection, without writing or adhesives on the Products, will be accepted. Returned Products whose packaging has been marked or damaged by the Customer will be invoiced in full. Similarly, any item lost or damaged, particularly if the packaging is not suitable for transport, will be invoiced to the Customer at the list price.
If the return is incomplete, Lépine will invoice the Customer for the transport costs corresponding to the additional return as well as a penalty of 50 (fifty) euros per day of delay. Missing elements will be considered definitively lost after thirty (30) calendar days, and the provisions relating to the loss of a Product will apply. Only Products that are defective or unfit for sale, when the condition is attributable to Lépine, may be returned at no cost to the Customer. This right of return shall not apply to items not included in the catalog, in particular special products, items on clearance, etc.
ARTICLE 8 - BILLING
Each delivery is accompanied by an invoice drawn up in compliance with articles L441-1 and L442-1 to L442-3 of the French Commercial Code. It includes the compulsory information listed in article L441-5 of the French Commercial Code.
ARTICLE 9 - REBATES AND DISCOUNTS
The proposed prices include any discounts and rebates that Lépine may grant.
ARTICLE 10 - PAYMENT TERMS
Invoices are denominated in euros, and are sent to the address communicated on the Customer's order. The terms of payment granted by Lépine are in accordance with the provisions of article L441-10, II of the French Commercial Code, unless specific terms have been agreed between the parties. Cash discount: 2% per month.
ARTICLE 11 - LATE OR NON-PAYMENT
In accordance with article L441-9 of the French Commercial Code, the invoice must state the date on which payment is due.
Pursuant to Article L441-10, II, of the French Commercial Code, the Customer undertakes to pay Lépine a late payment penalty from the day following the payment date shown on the invoice, in the event of total or partial non-payment for goods received, without the need for a reminder. The interest rate applied to this penalty will be the legal interest rate tripled. This penalty is calculated on the amount due, inclusive of tax, and runs from the due date of the price without the need for prior notice.
In addition to late payment penalties, any sum, including the deposit, not paid by the due date will automatically give rise to the payment of a fixed penalty of forty euros due for collection costs. If the collection costs incurred by Lépine exceed the amount of this flat-rate compensation, Lépine may request additional compensation by providing the necessary evidence.
In the event of late payment, Lépine may also suspend all outstanding Customer orders, without prejudice to any other course of action. Likewise, any unpaid sums due for other deliveries or for any other reason will become immediately payable, without prior notice, if Lépine does not opt to cancel the corresponding orders. Under no circumstances may payments be suspended or offset in any way without the prior written consent of Lépine.
Any partial payment will be applied first to the privileged part of the debt, then to the sums that have been due for payment for a longer period. In the case of discounting, penalties are due only if the Customer pays his invoice after the deadline set out in the GTCS, regardless of the payment date shown on the invoice.
ARTICLE 12 - RESOLUTORY CLAUSE
If, within fifteen (15) days of the implementation of the "LATE OR NON-PAYMENT" clause, the Customer has not paid the outstanding sums, the sale may be cancelled by operation of law and Lépine may be entitled to claim damages from the Customer.
ARTICLE 13 - RETENTION OF TITLE CLAUSE
In accordance with article 2367 of the French Civil Code, the transfer of ownership of the goods delivered is retained as security by the effect of a retention of title clause in accordance with article 2367 of the French Civil Code, which suspends the translative effect of the sales contract until full payment of the goods, which constitutes the consideration, and this regardless of the date of delivery of the said goods. Consequently, in all cases where the Customer remains in default of payment to Lépine, Lépine expressly reserves the right to take back the goods sold and remaining unpaid.
ARTICLE 14 - TRANSFER OF RISK
The transfer of risk in the Products takes place upon individualization of the item sold and, in all cases, at the latest upon shipment from Lépine's warehouses. As a result, Products travel at the Customer's risk, whatever the terms of sale and transport. Consequently, as soon as the Products are dispatched from Lépine's premises, the Customer is the custodian and responsible for them. In this respect, it is the Customer's responsibility to take all necessary steps to cover all risks of loss, theft, damage, etc., by insuring them as required.
ARTICLE 15 - FORCE MAJEURE
Lépine may not be held liable if the non-performance or delay in performance of any of its obligations described in the GTCS is due to force majeure. Force majeure is defined as any unforeseeable and irresistible external event within the meaning of article 1218 of the French Civil Code.
ARTICLE 16 - RETENTION OF TITLE CLAUSE
Confidential information is any information provided by Lépine which is not publicly available.
Both during the performance of the GTCS and after their termination for any reason whatsoever, the Customer shall not disclose any confidential data of which it may become aware. Where applicable, the Customer shall impose the same obligation of confidentiality on any of its employees or agents.
Any breach of the said obligation will result in the Customer being liable to pay a lump sum compensation of ten thousand (10,000) euros, wi thout prejudice to Lépine's right to claim compensation for the loss actually suffered by awarding damages.
The parties declare and acknowledge that, in the context of the performance of the GTCS, insofar as it falls within their competence, each of them will process the personal data necessary for the performance of their obligations, in full compliance with all the regulations in force in this area. In any event, each of the parties remains the owner of and responsible for its own processing. If, during the performance of the GTCS, one of the parties becomes a sub-contractor for the processing of personal data for the oth er party, or if the parties become jointly responsible for this type of processing, within the meaning of the applicable regulations, they will define their mutual commitments in this context in writing. The penalty provided for in article 12 of the GCTS shall apply in the event of breach of the said obligation.
Article 17 - JURISDICTION
The GTCS are governed by French law. All disputes arising out of or in connection with this contract and the agreements resulting therefrom, concerning their validity, interpretation, performance, resolution, consequences and consequences, shall be submitted to the Lyon Commercial Court.
Appendix - List
List prices
|
Lépine |
|
LABEL |
FIXED PRICE |
VAT (France) |
BILLING REFERENCE |
|
Loss of the binder containing the technical and traceability documentation associated with the kit |
50 € |
20% |
CLASSEUR KITS |
|
Shuttle form not filled in or missing on kit return |
250 € |
20% |
FICHE NAVETTE |
|
Loan of extraction kit only |
150 € |
20% |
EXTRACTIONS |
|
Return of unused loaned equipment |
150 € |
20% |
RASKITS |
|
Shipment prior to standard delivery (more than 2 working days before intervention)* |
110€ per extra working day |
20% |
LIVRAISON KITS |
|
Return beyond standard delivery (more than 2 working days after intervention)* |
110€ per extra working day |
20% |
Retour KITS |
|
Pick-up of missing products on kit return |
50€ per day late |
20% |
FPR |
|
Delivery before 9.00AM |
30 € |
20% |
FP9 |
|
Delivery refusal |
30% of order value |
20% |
INDEMNITE |