Veterinary medical and surgical equipment
Applicable for any order from 1st January 2021
“SURG’X” means the company SURG’X (Company name : JH SURGICAL – SIRET : 850 528 225 00012)
” Product ” designates the products sold or loaned by SURG’X to a Customer. ” Customer ” designates any natural or legal person wishing to acquire, as a professional, Products marketed by SURG’X.
” User ” means veterinary professionals with the skills necessary for the handling and use of the Products.
- SCOPE OF APPLICATION – GENERAL POINTS
These general terms and conditions (hereinafter “Conditions”) constitute the basis of commercial negotiations in accordance with article L.441-6 of the French Commercial Code.
The Conditions apply without reservation to any order for a Product placed with SURG’X, or any request for a loan of a Product placed with SURG’X and are concluded between SURG’X on the one hand and the Customer on the other hand. The Conditions aim to define the contractual commercial relations between SURG’X and the Customer and prevail over any general or specific purchase condition, except for prior written and express dispensation.
The Conditions are applicable from the first order. Any order for a Product constitutes full and unreserved acceptance of these Conditions by the Customer. The Customer undertakes to read the Conditions before placing his order. The fact that SURG’X does not take advantage of these Conditions at a given time cannot be interpreted as a waiver of the right to use them subsequently.
These Conditions may be modified at any time, it being specified that the Conditions applicable are those in force on the day of the order, accessible on the SURG’X website.
The Customer acknowledges being informed of the characteristics of the Products, their method of use, precautions for use and applicable regulations.
The Customer certifies to benefit from the infrastructure, the competence and the means allowing him in particular the support, the handling, the storage, the use of the Products in optimal conditions and in compliance with the applicable regulations and the information for use.
Orders must be sent to SURG’X by email (firstname.lastname@example.org), or by phone. The order is firm and final only after express acceptance by SURG’X. This acceptance may result from the issuance of an acknowledgment of receipt of the order, the dispatch of the products following the order, as well as the issuance of a delivery slip or an invoice. No modification or cancellation of an order will be taken into account without the express agreement of SURG’X.
The products are sold and delivered subject to their availability. SURG’X reserves the right to:
- Make full or partial deliveries depending on the products available,
- Stipulate special delivery conditions when the order comes from a new customer or from a customer presenting a risk of insolvency, in particular in the event of the opening of a collective procedure,
- Modify, refuse or cancel all or part of an order presenting an abnormal nature, both with regard to the quantity and the quality of the products ordered.
- Limit the quantity ordered of a particular product in the event of a risk of stock shortage or logistical constraints.
- PRODUCT PRICES
The Products prices are those appearing in the SURG’X price lists in force on the day of the order. The current rate is available and sent on request. It may be modified at any time by SURG’X.
Prices are in euros excluding taxes (HT) and delivery costs. The delivery costs are the responsibility of the Customer. Any tax, duty, bank charges or other service to be paid in application of French or foreign regulations (in the event of an export of Products outside metropolitan France and / or in the case of a transit country) are on customer fee.
Product loans under the conditions of Article 9 will be subject to a specific contribution from the Customer, calculated on the basis of the price in force on the day of delivery of the Product.
4.2. DELIVERY IN METROPOLITAN FRANCE
The Products are delivered free of charge for any order delivered in France for an amount greater than 200 € excl. VAT. Deliveries for which the order amount is less than 200 € excl. VAT will be subject to additional invoicing for an amount of 5 € excl. VAT for shipping costs.
4.3.DELIVERY OUTSIDE METROPOLITAN FRANCE
Whatever the amount of the order or the delivery method, the delivery costs will be fully re-invoiced to the Customer, after acceptance of the delivery estimate at the time of the order. Customs duties and taxes will be the responsibility of the Customer.
- BILLING AND PAYMENT
5.1. PAYMENT TERMS
An invoice will be established and sent to the customer for each delivery, even partial. Any rebate, discount, drawback, or and other applicable deduction will be specified on the invoice.
Invoices are payable in full and in a single cash payment by bank transfer, to the account whose contact details appear on the invoice, within 30 days from the date of issue of the invoice.
No discount will be granted for cash or advance payment.
5.2.DEFAULT OF PAYMENT
Unless SURG’X expressly agrees in writing with regard to a payment in instalments, any delay in payment by the Customer on time, entails automatically, and without any formality, in particular formal notice by registered mail with acknowledgment of receipt. :
- the immediate exigibility of payment of all sums due by the Customer regardless of the method of payment provided,
- the liability of late payment penalties on the sums remaining due calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 (ten) points applied to the amount inclusive of the price appearing on the invoice,
- the liability of a lump sum indemnity for recovery costs in the amount of 40 euros excluding tax. If the recovery costs actually incurred are greater than this lump sum, additional compensation on justification may be requested from the debtor.
- the suspension, or even the cancellation, of all orders in progress, and / or the resumption of the goods concerned, all without prejudice to any damages.
- the exigibility of the immediate return of the Products at the expense and risk of the Customer, and the retention of down payments and other sums paid by the Customer, even in the event of return of the Products in accordance with Article 7.
In the event of the opening of reorganization or liquidation proceedings against the Customer, orders for Products in progress will be automatically canceled.
- DELIVERY – RECEIPT
6.1.GENERAL TERMS OF DELIVERY
The Products are delivered to the delivery address indicated by the Customer when ordering. SURG’X reserves the right to choose the most suitable product delivery method. SURG’X reserves the right to make partial deliveries of an order in the event of a delay in delivery or when the quantity does not allow delivery at one time, after having informed the Customer thereof. In this case, the Products subject to partial delivery will be invoiced and paid for separately. The Customer will only bear the costs of a single shipment.
Delivery times are given for informative purposes only. As delivery is carried out by a third-party service provider, SURG’X cannot make a firm commitment on the delivery time. Exceeding the deadlines indicated cannot, in any case, justify the termination or resolution of the order, nor give rise to penalties, compensation or price reduction of any kind. The delay in delivery of a partial delivery may not release the Customer from his obligation to accept the following delivery (ies).
6.3.RISK IN THE GOODS
The Products travel at the risk of the Customer, even when SURG’X bears the shipping costs. The risks of loss or damage of the Products sold are transferred to the Customer at the time the carrier receives them. In any case, SURG’X cannot be held responsible for damage or loss of Products occurring during transport.
It is the Customer’s responsibility to check at the time of receipt, the conformity of the Products with the delivery note and the order, and the absence of any apparent defect before signing the carrier’s delivery note.
In the event of damage, loss or theft, the Customer must formulate all precise and reasoned reservations on the day of delivery, on the delivery note and / or the transport ticket, dated and signed. The unreserved signature of the delivery note constitutes acceptance of the delivery and compliant delivery. The customer will then exercise his recourse to the carrier by confirming his reservations by registered letter with acknowledgment of receipt within three (3) working days following the delivery date, in the forms and deadlines prescribed by article L133-3 of French Code of Commercial Law.
Any other litigation on the quantities and quality of the products delivered must be reported in accordance with the terms of Article 8.2.
- RETENTION OF TITLE
The Products ordered remain the property of SURG’X until full and effective payment of the price and all its accessories by the Customer.
The term “payment” means the actual collection by SURG’X of all sums due by the Customer. Throughout the duration of the retention of title, the Customer undertakes to keep the products for which he is the custodian in perfect condition, in accordance with their specifications. The Customer also bears the cost of insurance resulting from the transfer of risks and undertakes to justify, at SURG’X’s request, the subscription of insurance policies guaranteeing the Products under retention of title. In the event of a claim, payments from the insurer will be acquired by SURG’X subject to any recourse against the Customer.
Failure to pay any of the installments or sums due to SURG’X within the prescribed time limits may result in the claim of some or all of the Products up to the amounts due to SURG’X. whether they are past due or due. In the event that the Products are taken back, the down payments paid by the Customer will remain definitively acquired by SURG’X.
- WARRANTY – COMPLAINTS
8.1. WARRANTY AND LIABILITY
SURG’X guarantees to the Customer that the Products are free of defects resulting from a defect in materials or workmanship and that they will comply with the description of the order and SURG’X technical specifications, for a period of one (1) year for instruments, for a period of ten (10) years for implants delivered non-sterile, from the invoice date.
This warranty is exclusive of any other warranty, whether written, verbal or implied.
SURG’X’s warranty and liability will only cover, at the sole choice of the latter, the reimbursement, replacement, or repair of Products recognized as non-compliant or defective by SURG’X.
The guarantee is, in any case, excluded :
- For any negligence, improper handling, use that does not comply with SURG’X’s technical specifications or, more generally, defective, or clumsy use,
- When the damage results from wear and tear of the Product caused by clumsiness, negligence, inexperience or use of the Product not foreseen or accepted by SURG’X,
- Normal wear and tear on sharp surgical instruments such as drill bits and reamers.
- For any Product which has been repaired or modified by persons other than SURG’X or other than any third party admitted by SURG’X, and whose structure, integrity, stability, or reliability are likely to be affected.
SURG’X can in no way be held responsible for the direct or indirect consequences of the use of the Products with regard to the Customer or a third party. The payment of any compensation relating in particular to intangible and / or indirect damage suffered by the Customer, such as loss of turnover, damage to the image, or financial consequences of any actions brought by third parties, is therefore expressly excluded. third parties against the Customer, caused by a lack of conformity or a defect in the Products. These provisions are not intended to exclude the responsibility of SURG’X in the event of personal injury of user.
Any complaint about the quality of the products delivered must be reported, in writing, to SURG’X within eight (8) working days of receipt of the products. After this period, no complaint will be accepted, whatever the reason.
Under no circumstances does any complaint authorize the Customer to suspend or refuse payment of the price.
8.3. RETURNS UNDER WARRANTY
Any return of Products can only take place with the express written consent of SURG’X, and within a maximum period of one (1) month after its delivery date. Transport costs and return risks are the responsibility of the Customer, except in the event of a quality problem. The Products must be returned in new condition, in their original packaging and accompanied by all the accessories and documents contained in said packaging.
When, after an inspection, an apparent defect or a missing is accepted and / or noted by SURG’X, SURG’X will proceed at its choice, either to the free repair or replacement of the Product (s) concerned, or the constitution of a credit note, without the Customer being able to claim any compensation or cancellation of the order.
- LOAN PRODUCTS FOR USE
SURG’X and the Customer may agree to set up a stock of Products at the Customer’s in the form of a loan for short-term or long-term use (consignment stock) under the conditions provided for by an agreement concluded between them (orders, delivery, use of equipment, price, billing terms, termination, etc.) and by these Conditions.
9.1.OWNERSHIP OF LOAN PRODUCTS
The Product delivery slip takes the place of stock inventory. Throughout the period of the loan for use, the Products are the property of SURG’X. SURG’X may carry out a physical inventory of the stock at any time, subject to a notice period of 24 hours. The Products may not under any circumstances be transferred or used by a third party, except with the express consent of SURG’X.
9.2.LIABILITY & INSURANCE
Throughout the period of the loan for use, the Products are placed under the sole responsibility and custody of the Customer, who assumes responsibility for any damage that the Products may cause at his own expense. As such, the Customer undertakes to contract with an insurance company known to be solvent, insurance covering this specific risk. Throughout the loan period, the Customer undertakes to keep the unused Products in their transport packaging.
In the context of a long-term loan, it is the Customer’s responsibility to regularly check the expiration date of the Products. Only Products in perfect condition with an expiration date of more than 6 months, and in their original packaging, can be taken back by SURG’X. Failing this, the Product will be billed to the Customer at the rate in force on the day of their inability to be taken back by SURG’X, within 15 days of the finding. It is understood that the Products unfit for use must then be destroyed by the Customer or returned by the latter at his expense to SURG’X.
9.4.RETURN OF LOAN PRODUCTS
The Customer will notify SURG’X of the end of use of the Products on loan, which will organize the return at its own expense.
The Customer undertakes, when returning the Products to SURG’X :
- To return the Products in conformity with the use which is reasonably expected.
- To carry out the complete procedure for the treatment of veterinary devices (decontamination, sterilization) and to return the Products accompanied by the ” Return Form ” attesting to the treatment carried out,
- To report any anomalies and deteriorations.
The User will only return the Products to SURG’X, or any other person / company expressly designated by SURG’X.
Upon receipt of the Products at its premises, SURG’X will carry out a quantitative and qualitative inventory of the condition of the Products. Any damage resulting from treatment or use not in accordance with the manufacturer’s recommendations is the responsibility of the Customer who will have to bear the repair costs (in accordance with the Civil Code art. 1881). The Customer may request a prior estimate of these costs to ensure that they do not exceed the use value of the Products.
In the event of loss or theft of the Products, the Customer will bear the cost of their replacement, on the basis of their value in use.
- RETURNS OUT OF WARRANTY
Product returns, for a cause other than a non-conformity or defect covered by the warranty, can only take place with the express written consent of SURG’X. The amount of credit offered to the Customer by SURG’X, if any, will depend on the age, condition and resale capacity of the products.
Transport costs and return risks are the responsibility of the Customer. The Products must be returned in their original packaging and must in no case be altered, accompanied by the original invoice or delivery slip.
- INTELLECTUAL PROPERTY
” SURG’X ” brand , as well as the designs, models, illustrations and logos appearing on the Products, on their packaging, on the documentation, or on the SURG’X website , whether or not they are registered, are the exclusive property of SURG’X.
The Customer undertakes not to make any use or act of reproduction, except with the written, express and prior agreement of SURG’X, of the Products, packaging, brands, designs, models, illustrations and logos used by SURG’X, which whether or not they are the subject of protection by a patent, a trademark, a registered design or a copyright.
The technical documentation provided to the Customer is strictly intended for the presentation of SURG’X Products. These documents shall in no way be used in whole or in part for any other purpose. They remain the exclusive property of SURG’X and must be returned to it at its request.
- PERSONAL DATA
SURG’X undertakes to maintain the strictest confidentiality with regard to personal data communicated to it by the Customer or natural persons acting on his behalf.
In accordance with French law n ° 78-17 of January 6, 1978 and regulation (EU) 2016/679 of April 27, 2016, the Customer has the right to access, rectify and delete personal data and a right to object to their processing. These rights can be exercised by sending a request to SURG’X by mail to SURG’X address or by e-mail, email@example.com.
- FORCE MAJEURE
SURG’X cannot be held responsible for a breach of its contractual obligations in the event that this breach is caused by an event constituting force majeure, as defined by article 1218 of the French Civil Code, and in particular in the event of floods, fires, total or partial strikes, lockouts, breakage or decommissioning of materials and / or equipment, epidemic or pandemic or any other cause outside or beyond the control of SURG’X.
- APPLICABLE LAW – COMPETENT JURISDICTION
Any litigation relating to the interpretation, validity, execution, non-execution of these Conditions and / or a sale relating thereto, to the commercial relationship between the parties or to the termination of this relationship, will be submitted to the French law and subject to the exclusive jurisdiction of the courts that are territorially competent for the Registered Office of SURG’X, notwithstanding the plurality of defendants or the warranty claim, even for emergency proceedings or for conservatory proceedings, in summary proceedings or by request , unless otherwise required.