This site is published by SYMATESE
Company name: SYMATESE
Form of incorporation : Limited simplified liability company (S.A.S)
Paid-up share capital : 1 350 000 Euros
Registration with the French companies register : RCS Lyon 302 135 900
Head office: Z.I Les Troques – 69630 Chaponost, France
Legal representative: M. Eric PEROUSE, Chairman
Access to the site is free. Connection fees and cost of using the telecommunications network are at the visitors’ expense, according to the terms and conditions established by their Internet service providers and telecommunications operators.
The site is subject to French law.
Ownership of the site/Protection
The site presentation and all content (particularly text, publications, images, photos and graphic or cartographic items) are the exclusive property of SYMATESE or third parties having been given express permission to use them, and are protected by clauses in the intellectual property law and international copyright treaty.
Copying, remodelling or distributing the content of this site, in whole or in part, and in any way, shape or form, is forbidden unless prior written permission (to be requested by mail from the Publication Manager) is given by SYMATESE. Refusal to comply represents copyright infringement liable to institute legal and criminal proceedings against the offender. Notwithstanding the rule, copying site content for strictly private and personal use is permitted. .
Furthermore, it is strictly forbidden to use or reproduce the name SYMATESE, the logo or SYMATESE brand in any way unless prior written permission (to be requested by mail from the Publication Manager) is given by SYMATESE.
Contents of the site
The content of this site is purely informative and is not binding in any way. It may be subject to modifications, corrections and updates at any time without prior warning on behalf of SYMATESE.
SYMATESE may not be held responsible for any damage, whether direct or indirect, regardless of the cause, origin or nature, sustained due to:
either, access or inability to access the site,
or, use of information contained on the site by visitors or third parties, which remains their responsibility and their responsibility alone.
Any hypertext link to the SYMATESE site must be subject to prior written permission (to be requested by mail from the Publication Manager) from SYMATESE. SYMATESE may not be held responsible for any hypertext link, even authorized, to its site.
Hypertext links to other sites featured on the SYMATESE site, are given for information only and SYMATESE refutes any responsibility. These links were subject to prior approval from the external site owners.
Visiting the site does not result in cookies being installed on the visitor’s hard drive.
General terms and conditions of sale
ARTICLE 1: DEFINITIONS
T&Cs: Means these general terms and conditions of sale.
CLIENT: Means any professional buyer ordering PRODUCTS.
SUPPLIER / SYMATESE: Means the company SYMATESE, a company having its registered office at Z.I Les Troques – 69630 Chaponost, France , seller of the PRODUCTS.
FORCE MAJEURE: Mean any external, unforeseeable or irresistible event, within the meaning of Article 1148 of the French Civil Code (Code Civil).
The following events shall, by mutual agreement, be assimilated to force majeure events: strikes affecting all or part of the personnel of the SUPPLIER or of its usual carriers, fire, flood, war, production standstill due to accidental failure, impossible supply of raw materials, epidemic, closure of road to heavy traffic during a thaw, roadblock, strike affecting electricity supply or electricity supply disruption or other supply disruption that is not attributable to the SUPPLIER as well as any other supply disruption that is attributable to its suppliers.
PRODUCTS : Means the medical devices, medical accessories and services PRODUCTS marketed by SYMATESE and included in the applicable SYMATESE rates on the date of the CLIENT order.
ARTICLE 2: PURPOSE
These T&Cs apply to all sales entered into between the SUPPLIER and the CLIENTS. They prevail over any and all provisions as may be included in the CLIENT documents, including the CLIENT’s general terms and conditions of purchase, and apply to sales of PRODUCTS in all of the countries in which the CLIENTS markets the PRODUCTS.
In accordance with applicable laws and regulations, the SUPPLIER reserves the right to depart from certain clauses in these T&Cs in order to take into consideration any negotiations with the CLIENT and any such departure shall be laid down in a special written agreement between the SUPPLIER and the CLIENT.
ARTICLE 3: ORDERS
Sales shall be final upon receipt by the SUPPLIER of the CLIENT’s order form and express and written acceptance of the CLIENT’s order by the SUPPLIER (hereinafter, the “Acceptance Form”); the SUPPLIER shall verify that the requested PRODUCTS are available and shall, insofar as possible, state the estimated delivery time for each of the PRODUCTS.
Order cancellations requested by the CLIENT shall only be taken into consideration if received by the SUPPLIER in writing within 8 days from the date set forth in the Acceptance Form.
Order changes requested by the CLIENT shall only be taken consideration, subject to the SUPPLIER’s capabilities and at the SUPPLIER’s sole discretion, if notified in writing.
In any event, changes shall only be accepted if notified to the SUPPLIER within 8 days from the date set forth in the Acceptance Form, once the CLIENT has sent a new specific order form and the price is amended, if need be and the SUPPLIER has expressly accepted the order change which shall be set out in an amended Acceptance Form.
ARTICLE 4: DELIVERY
4.1: Delivery time
PRODUCTS are delivered at the address indicated by the CLIENT in the order form accepted by the SUPPLIER.
Delivery is deemed effected upon signing of the delivery form by the CLIENT or when the goods are made available at the place of delivery agreed with the CLIENT in writing and as set forth in the Acceptance Form, as amended from time to time.
The CLIENT accepts that the PRODUCT delivery dates are given for information only. The SUPPLIER undertakes to use reasonable available means to meet such delivery dates.
The SUPPLIER shall not be liable for any late, delayed or suspended deliveries attributable to the CLIENT.
The Incoterms that apply to the order shall determine the respective obligations of the SUPPLIER and of the CLIENT.
Unless otherwise agreed with the CLIENT, the SUPPLIER may, without the prior consent of the CLIENT, proceed with global or partial deliveries.
The CLIENT is required to verify the apparent state of the PRODUCTS upon delivery. Unless reserves are expressly made in writing within two days from the delivery date, the PRODUCTS shall be deemed to meet the quantity and quality criteria set out in the order.
The SUPPLIER shall promptly and at its cost replace any delivered PRODUCTS in the event that the CLIENT demonstrates – and the SUPPLIER accepts – that such PRODUCTS do not conform to the order.
4.3: Force Majeure
The SUPPLIER shall under no circumstances be liable for any delay or suspension of a delivery due to an event of Force Majeure.
In such case, the SUPPLIER shall inform the CLIENT in writing (facsimile or electronic mail confirmed by registered post, return receipt requested) as soon as possible, and such notification shall automatically suspend delivery of the Order as from the date of occurrence of the event, and no indemnification shall be due.
Should the event continue for more than 90 days as from the notification date, the agreement of sale entered into between the SUPPLIER and the CLIENT may be terminated, by registered post, return receipt requested, by the most diligent party, and neither party shall be entitled to any damages. The termination shall become effective on the date of first delivery of the registered letter.
ARTICLE 5: TRANSFER OF TITLE – TRANSFER OF RISK
The transfer of title to the PRODUCTS from the SUPPLIER to the CLIENT shall occur after complete payment of the price by the CLIENT, regardless of the date on which such PRODUCTS are delivered. Consequently, the CLIENT may neither alter nor incorporate the PRODUCTS without the prior written consent of the SUPPLIER. In the event that a third party should commence attachment proceedings for the purpose of obtaining the delivery or the return of goods (saisie/revendication) against the CLIENT, the CLIENT shall advise such third party that the SUPPLIER benefits from a retention of title clause (clause de réserve de propriété) and shall promptly advise the SUPPLIER that such a proceeding has been commenced so that the SUPPLIER may take possession of the PRODUCTS.
The transfer of risk shall be governed by the Incoterms agreed between the parties; absent a choice, the risk shall be borne by the CLIENT as from the date on which the PRODUCTS are made available at the SUPPLIER’s factory.
The CLIENT undertakes to store the PRODUCTS in adequate conditions allowing for their proper preservation and in compliance with the storage and preservation instructions given by the SUPPLIER. In addition, the CLIENT undertakes to ensure that the PRODUCTS ordered are insured at the CLIENT’s cost, under a specific insurance policy naming the SUPPIER as beneficiary until full transfer of title.
ARTICLE 6: PRICE AND PAYMENT
The price of the PRODUCTS included in the SUPPLIER’s general rates is provided for reference only.
Invoices shall be drawn up and delivered on each delivery on the basis of the applicable rates on the date on which the PRODUCTS are dispatched by the SUPPLIER to the CLIENT.
The additional costs associated with urgent shipping requests (express costs in particular) shall be invoiced to the CLIENT.
States prices are exclusive of taxes, with VAT at the legal rate being added to the excl. tax price, if applicable, and apply to dispatches from the factory.
6.2: Payment terms
Invoices issued by the SUPPLIER shall be payable for their net amount, without any rebates or discounts, within thirty (30) days from the invoice issue date.
In the event of a total or partial failure to pay any amounts on the relevant payment due date, the CLIENT shall pay to the SUPPLIER a late payment penalty in an amount equal to three and a half times the applicable statutory interest rate. Such penalty shall be calculated by reference to the outstanding incl. tax amount and shall be calculated as from the relevant payment due date, and no prior formal demand (mise en demeure) shall be necessary.
In addition, in the event that the payment terms set forth above are not complied with, the SUPPLIER reserves the right to suspend or to cancel delivery of the CLIENT’s orders in progress.
Any and all costs incurred by the SUPPLIER for the purpose of recovering amounts due by the CLIENT shall be invoiced to the CLIENT.
6.3: Retention of title clause
The SUPPLIER reserves the right to retain title to the PRODUCTS sold until complete payment of the price by the CLIENT, so as to be able to take possession of such PRODUCTS. Any down-payment made by the CLIENT shall be retained by the SUPPLIER and shall be considered as a fixed indemnification payment, without prejudice to any other actions the SUPPLIER may take against the CLIENT in this respect.
ARTICLE 7: WARRANTY AND LIABILITY
7.1: Warranty and liability
The SUPPLIER warrants that the PRODUCTS delivered comply with applicable laws and regulations and with the specifications provided in the PRODUCT notices. Such warranty covers situations where the PRODUCTS do not conform to the order as well as any latent defects (vices cachés) caused by any flaw in the material, design or manufacturing affecting the PRODUCTS delivered of such nature as to render them unfit for use.
As regards PRODUCTS that do not conform to the order, any and all claims shall be notified to the SUPPLIER within two days from the delivery date and the CLIENT shall follow the applicable Product Quality Claim procedure provided to the CLIENT. No PRODUCTS may be returned without the prior written consent of the SUPPLIER. Any return authorization granted by the SUPPLIER shall comply with the terms of return (products, batch, quantity, packaging and transport terms) provided by the SUPPLIER to the CLIENT. If such terms are not complied with, the SUPPLIER shall be automatically released from any and all repayment, replacement or indemnification obligations towards the CLIENT.
The warranty shall not apply in the event of any misuse, carelessness, defective maintenance or storage or alteration of the PRODUCT by the CLIENT, nor shall it apply to the ordinary wear and tear of the PRODUCT or in the event of FORCE MAJEURE.
In addition, the SUPPLIER is expressly released from liability in the event of re-sterilization of a PRODUCT, of use of a sterile PRODUCT with a damaged packaging, or of use of a PRODUCT after its expiry date.
The CLIENT is required to set up a traceability system enabling the SUPPLIER to localize the PRODUCTS; such traceability obligation shall apply during the life of the PRODUCTS plus a one-year period.
ARTICLE 8: TRADEMARKS AND INTELLECTUAL PROPERTY
The CLIENT acknowledges that « SYMATESE » as well as all distinctive signs and names appearing on the PRODUCTS are registered and protected trademarks and that no right of use is conferred on the CLIENT in connection with the order. The CLIENT acknowledges that their use in any form whatsoever is subject to the express authorization of the SUPPLIER.
ARTICLE 9: PROTECTION OF CLIENT DATA
The CLIENT authorizes the SUPPLIER to make a confidential use, solely for the purpose of managing the CLIENT’s account, of personal information concerning the CLIENT and relating to, inter alia, the monitoring of credit references, the verification and update of data, invoicing, the monitoring of credit limits, PRODUCT returns, credit notes, delivery forms and direct correspondence relating to the PRODUCTS, services and commercial conditions of the SUPPLIER. The SUPPLIER shall treat such information as confidential and the SUPPLIER shall refrain from disclosing such information to third parties unless required by law or if such third parties treat such information on behalf of the SUPPLIER in accordance with the applicable data protection principles.
The CLIENT may access its personal data and request that any corrections be made thereto at any time by sending a written request to the SUPPLIER.
ARTICLE 10: INTUITU PERSONAE
PRODUCT orders by the CLIENT are concluded intuitu personae and may not be assigned to a third party without the express prior authorization of the SUPPLIER.
ARTICLE 11: TERMINATION
If the CLIENT is declared insolvent or bankrupt or is liquidated or becomes subject to other procedures initiated by creditors, the SUPPLIER shall have the right to suspend any and all orders in progress with immediate effect and without prior notice.
ARTICLE 12: APPLICABLE LAW – CHOICE OF JURIDICTION
It is expressly agreed between the parties that these T&Cs, as well as the purchasing and selling transactions resulting therefrom, are governed by French law.
Any disputes resulting from these T&Cs as regards their validity, interpretation, implementation, termination, consequences and subsequent events shall be submitted to the Commercial Court of LYON (Tribunal de commerce de Lyon) (France).
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