1 – PREAMBLE
Our offers of sale of products are subject to these general terms and conditions. Placing an order through TEKNIMED therefore constitutes the full and unreserved acceptance by the buyer of these general terms and conditions of sale together with the specific conditions included in the offer of sale, and consequently the renunciation to the general terms and conditions of the buyer or to specific conditions set down by the buyer prior to the placing of the order. The general and specific conditions of the sale are confirmed by TEKNIMED in the acknowledgment receipt of the order, which will then be deemed final.
2 – PRICES
The prices of the products in our price list are exclusive of taxes and for a delivery at our facility at the following address: ZI La Herray – 65500 VIC EN BIGORRE – FRANCE. They do not constitute a commitment on our part and are subject to modification without prior notice, according to changes in the current economic conditions. Orders are confirmed by TEKNIMED in accordance with the price list in force on the date of their acknowledgement of receipt by TEKNIMED.
3 – PAYMENT CONDITIONS
Payments must be made by bank transfer according to the terms agreed upon and mentioned on the order acknowledgement receipt, net and without discount. As ordered by French laws, payments are subject to late payment interests equal to three times the French legal rate of interest, as regularly published by the French Authorities.
4 – TITLE RETENTION
We retain ownership of the sold products until the price there of, in principal and interests, has been paid in full.
5 – DELIVERY DATES
Our delivery dates are provided solely for information and are not binding. Except in case of deliberate misconduct and/of gross negligence of TEKNIMED, late deliveries shall not give rise to any compensation of the buyer. In addition, under no circumstances, may late delivery be considered as a reason for terminating the order.
6 – CANCELLATION – SUSPENSION OF ORDERS
Cancellation or suspension of an order is only valid with our written consent stipulating the terms for compensating us for all expenses already incurred.
7 – ACCEPTANCE OF THE PRODUCTS
All products delivered to buyer shall be subject to inspection and testing by the buyer prior to acceptance. Any product not rejected within eight (8) days from the delivery of the products shall be deemed accepted. Accordingly, any claims concerning any non-conformity with the order, should be notified in writing within eight (8) days from the delivery of said products.
8 – DELIVERY AND RISKS TRANSFER
The risks are transferred to the buyer on delivery of the products, that is to say their collection by the buyer’s carrier at our facility at the following address: ZI La Herray – 65500 VIC EN BIGORRE – FRANCE. In case the final destination of the products is out of France, delivery shall be deemed EXWORKS (according to the 2010 edition of the INCOTERMS as published by the International Chamber of Commerce). Any claims for damage to or losses of the dispatched products, in whole or in part, must be made in writing to the carrier within twenty-four hours of delivery.
9 – MANUFACTURER’S WARRANTY
TEKNIMED warrants the products against defects in materials and workmanship for a period of THREE (3) MONTHS, starting from the date of delivery. Any claims concerning any defect should be notified in writing within eight (8) days from the discovery of the defect. Any products rejected by the buyer under paragraph 7 here above, or believed by the buyer to be defective, may only be returned, if duly such defect or non-compliance is notified within the time limit set forth, and once accepted by TEKNIMED. Provided that TEKNIMED confirms their non-compliance or defect, the return of said products shall lead, at TEKNIMED sole discretion and to the exclusion of any other compensation, to their replacement free of charge or their full refund. The costs and risks associated with any returns of products shall systematically be borne by the buyer.
10 – INTELLECTUAL PROPERTY RIGHTS
We reserve all intellectual property rights over all research and development possibly associated with the performance of an order, whether in return of payment or not. As a result of this reservation, the buyer may not disclose, in whole or in part, technical information covered by said research and development activity without our consent in writing.
11 – FORCE MAJEURE
In a case of force majeure, the contractual obligations of the parties shall be suspended. With respect to TEKNIMED a case of force majeure is understood to mean any event beyond its control and preventing its good and normal running during the manufacture or shipment of the products, including namely, total or partial strikes impairing TEKNIMED normal business or that of its suppliers, sub-contractors or carrier, or any break off in the availability of transport services, energy, raw materials.
12 – LIABILITY
TEKNIMED shall under no circumstances be held liable for any indirect or unforeseeable damages resulting from the execution of an order, such as any commercial or financial losses, loss of goodwill, loss of profits or orders, or any claim of any third party.
13 – OFFICIAL LANGUAGE – APPLICABLE LAW – JURISDICTION
The official version of these general terms and conditions and only one binding the parties is the French version. This English translation is only provided to facilitate the comprehension of the buyers who are not fluent in French. Each and every order placed through TEKNIMED are subject to the French law. In the event of any dispute of whatsoever kind arising under or in connection with the execution or the interpretation of these general terms and conditions or with any specific terms and conditions included in the relevant order, the competent jurisdiction will be the Courts of Toulouse, notwithstanding the case of plurality of defendants.