GENERAL PROVISIONS
The general terms and conditions of sale set out below are intended to define the terms of performance and the conditions under which sales are concluded between HOIST MEDICAL ( "our Company") and its customers hereinafter referred to as "customers".
Our Company develops, produces and markets mainly sterile single-use medical devices. These devices are particularly subject to marketing, after-sales service and quality assurance requirements as described in the European Union Medical Devices Regulation (EU) 2017/745, as amended, as well as the standards and guides related to this regulation, with respect to instructions for use, transport, storage and labelling.
Unless otherwise stipulated and accepted by our company, our sales are always made under the conditions described below. Consequently, the present general conditions of sale prevail over any general conditions of purchase that may be opposed to them. Our catalogues, leaflets, advertisements and price lists are for information purposes only. In general, all products appearing in particular in the said catalogues, prospectuses, advertisements and price lists cannot be considered as firm offers.
COMMITMENT
HOIST MEDICAL represents and warrants that, under normal use and maintenance on or before the specified expiry date, the goods are of satisfactory quality and fit in all respects for their intended purpose, the goods are free from defects in design, material and workmanship, the goods comply with all statutory requirements, regulations, applicable standards and good practice, including physical and chemical testing, applicable in the European Union relating to the goods, their sale, delivery and use, the goods (when used and maintained in accordance with the instructions for use) are formulated, designed, constructed, finished and packaged in such a way as to ensure their safety and to avoid any risk to health.
INTELLECTUAL AND INDUSTRIAL PROPERTY
Notwithstanding the sale, our Company retains exclusive ownership of all intellectual property rights in and to the Goods or their identification and instructions for use and other documents relating thereto, including patents, patent registrations, trade marks, software, databases, trade secrets, know-how, design and model rights and copyrights. The sale of the Goods does not result in any transfer or license of intellectual property rights, and the Customer warrants and represents that it does not intend, either directly or indirectly, through the actions of its employees, agents and management, to infringe the intellectual property rights of our Company. The customer is not permitted to reproduce, decompile, disassemble, decode, redesign or otherwise remanufacture the Goods or any part thereof.
ORDERING
All orders must be sent in writing and imply full and unreserved acceptance of these general terms and conditions of sale by the client, unless special conditions are expressly agreed to in writing by our Company. All orders shall only become final after written confirmation by our Company. Orders thus transmitted to our Company are irrevocable unless accepted in writing by us. In the event that our Company accepts that the client may resell the goods, the client represents and warrants that such resale is made in full compliance with the applicable regulations in force concerning medical devices. Our Company may at any time make changes in the specification, size, format and packaging of the Goods and images, photographs and descriptions in print or on the internet shall not be binding. The customer represents and warrants that it has all the necessary authorisations, qualifications and, where necessary, licences required for the purchase and, where applicable, resale of the Goods and undertakes to verify, in the case of resale, that the secondary purchaser meets the same requirements, including, in respect of Goods intended to be used exclusively by a healthcare practitioner, that the end user has the necessary qualifications.
DELIVERY AND DEADLINES
All delivery times are given as an indication. The indicative delivery time is understood to be from our Company's warehouses. The time taken to transport the goods is the sole responsibility of the transport company to which they have been entrusted.
The Seller reserves the right to deliver the Goods in instalments.
Delays in delivery shall not give rise to any penalty or compensation, nor shall they be grounds for cancellation of the order.
PRICES AND PAYMENT CONDITIONS
The prices given are exclusive of VAT in Euros, ex our warehouses. Prices may be revised without notice according to economic conditions. Unless otherwise agreed in writing between our Company and its customer, all invoices are issued for payment within 30 days, without discount, and payments will be made by bank transfer on the agreed due date.
In the event of payment after the due date mentioned on the invoice, a late payment penalty may be demanded, based on 1.5 times the legal interest rate, after a formal notice has been sent without effect.
Unless HOIST MEDICAL has given its prior and express consent, any default by the debtor on a due date shall result in the immediate payment of all sums due, whether due or not, as well as the suspension of deliveries.
RECEPTION, CLAIMS, DISPUTES ON DELIVERY
All goods must be checked on delivery as required by the Quality Assurance and traceability requirements of the medical industry.
In the absence of a complaint or dispute specified in writing concerning the quantity, quality or any other defect of the goods delivered within eight days of the arrival of the goods at the designated place, the goods shall be deemed to have been finally accepted.
If this procedure is not followed, no dispute or claim will be accepted.
TRANSFER OF OWNERSHIP
Unless special arrangements have been made, ownership of the products sold is transferred when the products leave our warehouses according to the EXW incoterm for France and according to the FCA incoterm for Europe and Export. The transfer of ownership is subject to full payment of the price on the agreed due date.
GUARANTEES
The guarantee cannot apply to our company's equipment that has been modified and/or transformed outside our workshops and that can be identified as sold by our company.
The guarantee does not apply to defects and/or deterioration resulting from abnormal storage, conservation and/or handling conditions.
Finally, the guarantee only applies to the strict replacement of the material.
JURISDICTION
All disputes or litigation, including guarantee claims, shall be submitted to the exclusive jurisdiction of the Commercial Court of the registered office of our Company, regardless of the place where the order or contract was signed.
APPLICABLE LAW
Any question relating to these general terms and conditions of sale and to the sales they govern, which are not dealt with by these contractual stipulations, shall be governed by French law to the exclusion of any other law.
The present general conditions of sale established in French shall prevail over any translation that may be made.
HOME ELECTION
HOIST MEDICAL is a French company organised as a Société par Actions Simplifiée (simplified joint stock company) with a capital of EUR 1,100,000, having its registered office at 23 Quai de Rive Neuve - 13007 Marseille (France), registered in the Marseille Trade and Companies Register under number 895 118 503.