All orders dispatched from France will be subject to the present
Contents
1. THE WARRANTY OF bioM rieux SET FORTH ABOVE AND THE OBLIGATIONS AND LIABILITIES OF bioM rieux THEREUNDER ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES WARRANTIES GUARANTEES OR LIABILITIES EXPRESSED OR IMPLIED ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY PRODUCTS DELIVERED HEREUNDER bioM rieux WARRANTY SHALL ONLY APPLY TO PRODUCTS PURCHASED BY THE BUYER FROM bioM rieux This warranty shall not be extended or altered except by a written agreement signed by bioM rieux 12 LIABILITY bioM rieux accepts no liability for any damage incurred through misuse or incorrect storage of Products As such Buyer shall ensure the respect of the storage conditions written on the Products packaging or set forth in the package inserts The Buyer or its representative shall take all measures to ensure that instruments reagents and software are used in compliance with legal requirements and standards including the installation of instruments and performance analysis As an expert a man skilled in the art the Buyer shall use the instruments in strict compliance with the recommendations of bioM rieux and shall remain liable for any interpretation and any use of results provided The Buyer guarantees bioM rieux against any third party action on the consequences of using non compliant Products bioM rieux s liability for any and all losses or damages resulting from any cause whatsoever including alleged negligence shall in no event2. operation According to the patient confidentiality regulations applicable in the country in which the bioM rieux selling company is located and The European Data Protection Directive above and after reception of the written instruction of the Buyer bioM rieux undertakes to set up from the beginning of the operation appropriate devices and safety procedures so as to guarantee strictly the safety the integrity and the confidentiality of the data pertaining to the Buyer 16 ASSIGNMENT The Buyer shall not assign or transfer the agreement or any of its rights and obligations arising hereunder or any order covered hereunder to any other party including to an Affiliate without prior written consent of bioM rieux Any change in the ownership or control of the Buyer shall be deemed an assignment which requires written consent from bioM rieux The Buyer acknowledges that bioM rieux can transfer the order or be subject to a change of control for the benefit of a third party 17 APPLICABLE LAW These conditions of sales are governed by and construed in accordance with the laws of Sweden Norway Denmark and Finland Any dispute shall be settled by the Courts of the country in which the bioM rieux selling company is located which shall have exclusive jurisdiction even in case of multiple defendants or claim for contribution from a third party Page 2 of 2
3. GENERAL CONDITIONS OF SALES bioM rieux Nordic R01 Valid from O7FEB2014 GENERAL CONDITIONS OF SALES All orders will be subject to the present General Conditions of Sales of bioM rieux Sweden AB bioM rieux Suomi Oy bioM rieux Norge AS and bioM rieux Denmark ApS respectively The Buyer is entering into an agreement ordering from one of the above companies which will hereinafter be referred to as bioM rieux These conditions govern all orders placed by the Buyer the end user and shall prevail over any conditions of purchase except in cases of express written consent of the bioM rieux Sales Department The act of placing an order implies full acceptance of the General Conditions of Sales by the Buyer and waiver to its conditions of purchase regardless of whether they are on its order acknowledgement or correspondence 1 ORDERS To avoid errors each order should specify product name and reference number the addresses for delivery and invoicing bioM rieux s acceptance of any order shall be conditional upon creditworthiness of the Buyer In particular bioM rieux reserves the right to suspend the order if the situation of the Buyer visibly presents a risk with regards to the recovery of the outstanding debts of bioM rieux or in case of unavailability of the Product Concerning the participation in handling costs and delivery prices bioM rieux charges an administration fee on each order bioM rie
4. al specificities of products sold by bioM rieux require compliance with traceability rules Consequently bioM rieux reserves the right to sell its Products solely to professionals authorized to provide biological analysis results The Buyer undertakes to comply with all traceability rules which apply to the Products ordered bioM rieux will not be liable for non compliance with traceability rules after delivery of its products to the site specified by Buyer 10 CLAIMS The Buyer shall have checked the incoming parcel and within three 3 days from the delivery report to the bioM rieux order department any missing or damaged products The Buyer shall check the incoming parcel directly on arrival and if any damage is visible from outside it must be written down on the delivery note at arrival Claims must be sent to bioM rieux Customer service as soon as possible upon notice No product returns shall be accepted without bioM rieux s prior written consent bioM rieux shall decide at its sole judgement if the Products shall be replaced 11 WARRANTIES a Reagents bioM rieux s reagents are intended for in vitro use The conformance of the reagents to the specifications indicated in the package insert is guaranteed until their expiry date b Instrument bioM rieux warrants the Instrument to the Buyer against defects in material and workmanship and defects arising from failure to conform to the user s manual applicable on t
5. ble to all sales for re export unless evidence of exemption is supplied at the date of the order Reagents disposables and accessories prices are invoiced at the price in force at the date of delivery and in accordance to the agreed prices with bioM rieux Sales department Unless otherwise expressly agreed by the Parties all shipment costs and expenses are prepaid by bioM rieux and re invoiced to the Buyer even for partial shipments 5 INVOICING Products are invoiced on the shipping date at the price in force at the date of order Unless otherwise informed by the Buyer bioM rieux reserves its right to establish a deferred invoicing of the Products Delay by the Buyer in challenging the invoiced amount within a period of 30 days from the date of the invoice shall be deemed acceptance thereof by the Buyer 6 PAYMENT Payment shall be made within 30 days net following the invoicing date by cheque or by bank transfer A penalty is due by Buyer in case of late payment and is to be calculated from the day following the date of payment stated on the invoice The amount of such penalty is calculated at the interest rate applied by the European Central Bank at its most recent refinancing operation with a eight point increase In the case of failure by the Buyer to fulfil its payment obligations bioM rieux reserves the right to remove immediately all the payment facilities and special commercial conditions previously grante
6. compatibility with the hardware of the Buyer On the delivery date Software supplied by bioM rieux are virus free bioM rieux interventions are done through tools protected by updated antivirus software It is the Buyer s responsibility to set up a protection plan for all the data of its information system computing resources of the Buyer against future risks The Buyer has to make sure of the compatibility of his computer hardware with those proposed by bioM rieux bioM rieux cannot be held responsible for any contamination by virus In addition bioM rieux reserves the right to invoice complementary services due to contamination existing in the Buyer s computer hardware 15 PERSONAL DATA PROTECTION Personal data of the Buyer in particular its address and telephone details collected are subject to processing s which have been declared to bioM rieux The Buyer accepts that its personal data are used exclusively by bioM rieux and other entities of the bioM rieux group in conformity with the provisions of The European Data Protection Directive 95 46 EC The Buyer has the right to access modify and rectify such data For this purpose the Buyer can contact its account manager Within the framework of warranty operations of the systems sold by bioM rieux or the quality control of these systems the Buyer grants access to bioM rieux to the patients personal data for a required period of time in order to perform the abovementioned
7. d to suspend or cancel without notice and compensation any current order to require in order to perform any subsequent delivery cash payment before each shipment or any other means of payment chosen by bioM rieux to require immediate payment of the entire outstanding balance Payment should be made by bank transfer to the bank account indicated on the invoice 7 LEASE PURCHASE In case of lease purchase the funding agency shall assume the rights and obligations hereunder as Buyer and shall guarantee the rights and obligations of the end user BIOME RIEUX 8 OWNERSHIP RIGHTS AND PASSING OF RISK All products remain bioM rieux s property until full payment thereof by Buyer In the event of non payment by Buyer bioM rieux reserves the right to recover or to make recover possession of the unpaid goods bioM rieux shall retain the part of the price already paid as a compensation for the use of the goods The promise to pay shall not be considered for the purposes of this provision as payment Notwithstanding the above the Buyer is liable for all damage occurring to the Products or damage caused by the Products In accordance with the Incoterms as per Article 3 risk of loss or damage are transferred from bioM rieux to the Buyer after delivery of such Products to the Buyer The Buyer shall therefore ensure that its insurance covers the Products delivered from this time 9 TRACEABILITY The technic
8. exceed the purchase price of the Product in respect of which the claim is made or at the election of bioM rieux the repair or replacement of such Product plus associated freight charges For the avoidance of doubt bioM rieux s warranty expressly excludes any possible labour and transport costs involved in the repair of an Instrument IN NO EVENT SHALL bioM rieux BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER THE BUYER S CLAIM IS IN CONTRACT TORT INCLUDING NEGLIGENCE AND STRICT LIABILITY OR OTHERWISE 13 WASTE MATERIAL Unless anything to the contrary whether expressly agreed by bioM rieux or due to a mandatory local rule the Buyer is responsible for notifying bioM rieux so that the collection treatment recovery and environmental sound disposal for the Waste Electrical and Electronic Equipment can be organised as provided for WEEE directive 2002 96 EC and any local implementations thereof in the country in which the bioM rieux selling company is located The obligations of the Buyer in particular in connection with decontamination to which the Buyer will necessarily have to conform are defined in the user s manual of the concerned system The conditions of disposal of these systems as well as the price rates related to these services will be communicated to the Buyer at his request The Buyer as keeper of the equipment will be responsible for the integrity of the system and for its disposal at bioM rieux benef
9. he date of installation and as provided to the Buyer for the period of one 1 year from the date of installation when the certificate of installation or equivalent is signed bioM rieux agrees to correct or have corrected by a third party designated by bioM rieux either by repair or at its election by replacement any such defect found on examination to have occurred when the Instrument has been used under normal operating conditions and maintained in accordance with the instructions provided by bioM rieux such as but not limited to written instructions package insert and user s manuals during such one 1 year warranty period provided bioM rieux is promptly notified in writing upon discovery of such defect by the Buyer Disposables and replacement items with a normal life expectancy of less than one 1 year such as but not limited to batteries lamps and tubing are excluded from this warranty bioM rieux warranty is valid to the Buyer s original site of installation only Any transhipment VOIDS this warranty unless bioM rieux facilitates the relocation of the Instrument c Software bioM rieux warrants that the Software other than the one embedded in the Instrument will be in accordance with the descriptions and specifications in the documentation accompanying such Software for a period of ninety 90 days from the date of installation under normal use and conditions During this warranty period bioM rieux agrees to pr
10. it Every expense incurred or damage undergone caused by the Buyers negligence and or any breach of its abovementioned obligations will entitle bioM rieux to a compensation BIOME RIEUX The Buyer expressly agrees that in case of resale of any Instrument supplied by bioM rieux and or transfer of the Instrument in any way within the framework of a loan or a rent for free or for a fee or a donation or any other terms on the national territory or any other territory then bioM rieux will be released de facto without any other condition of its obligations of financing and organization of the elimination of the aforementioned waste material bioM rieux undertakes to communicate any necessary information about the concerned Instruments The Buyer will be completely responsible for the good documentary technical and administrative management and will not hold bioM rieux liable for any damaging consequence expenses legal actions from third party including involved authorities in case of wrongful execution of this obligation 14 SOFTWARE Software included in the price list is subject to a non exclusive license agreement software programs can neither be reproduced modified nor transferred without bioM rieux s agreement Software sold by bioM rieux is free from any known viruses at the date of manufacture The Buyer shall take all necessary precautions thereafter Moreover bioM rieux assumes no responsibility for the software
11. ovide technical support of the Software by correcting any deficiency of the Software and in no case by redesigning the Software Software developed by and the property of third parties is warranted to be in accordance with the descriptions and specifications in the documentation accompanying such Software by bioM rieux and by its software publishers Any other warranty such as covering performance or results linked with their use or such as warranty for compatibility with the Buyer s hardware is expressly excluded Page 1 of 2 GENERAL CONDITIONS OF SALES bioM rieux Nordic R01 Valid from 07FEB2014 GENERAL CONDITIONS OF SALES bioM rieux will evaluate warranty claims upon receipt of written notification Firstly bioM rieux will make a remote diagnosis and if possible will correct the defect Secondly if needed onsite evaluations will be initiated Thirdly if repair cannot be made on the Buyer s site the Instrument shall be repaired in bioM rieux premises Transportation costs will be at bioM rieux s expense The return of the Instrument to bioM rieux can only be done after bioM rieux s written approval The Buyer will provide access to bioM rieux in a timely manner to any technical support facilities hardware software or information in the Buyer s possession necessary for bioM rieux to complete such work bioM rieux will correct such stated defects In any event the Buyer is under an obligation to insure that
12. the Instrument and or Software is maintained in accordance with the instructions provided by bioM rieux such as but not limited to written instructions package insert and user s manuals and in accordance with local standards during the warranty period of the concerned Products Preventive maintenance is not included in the warranty but rather a part of the imposed maintenance associated with the obligations of the buyer Notwithstanding the foregoing this warranty will not apply to the extent the Instrument and or Software does not conform to and or function in accordance with the applicable written technical documentation as a result of a defect arising from i any act or omission of the Buyer ii any corporation joint stock company or any other entity or organization of any kind other than bioM rieux or any person under the express direction of bioM rieux making any revisions or modifications to the Instrument and or Software after its provision to the Buyer iii the malfunction of any Buyer supplied or Buyer authorized third party software or equipment iv Buyer operation of the Instrument and or Software other than in accordance with applicable documentation or design or on hardware not recommended supplied or approved by bioM rieux or v the occurrence of any Force Majeure event such as but not limited to fire electrical current variation flood and defect in the installation environment of the Instrument and or Software
13. ux charges a dangerous goods fee for shipments that include products with UN numbers Express delivery costs when such deliveries are requested are charged to the customer 2 SUBSCRIPTION CONDITIONS Adjustable subscriptions are available for usual and regular consumer goods Notwithstanding the above subscription shall be required for special products cells blood and red cells of animals Given the special treatment of these Products an additional cost per shipment shall be applied 3 DELIVERIES Sales of Products shall be made DDP Delivered Duty Paid Incoterms 2010 ICC to the delivery address specified by the customer in the order The Products will not be delivered to specific departments or rooms inside the building unless a special agreement has been made with bioM rieux Sales department bioM rieux undertakes to provide the Buyer with the Products instruments reagents and disposables indicated on the order accepted by bioM rieux Products will be delivered and installed as specified in Buyer s purchase order accepted by bioM rieux bioM rieux undertakes to deliver goods from stock without delay In case of temporary unavailability the customer will receive this information from bioM rieux The shipment of the outstanding balance of the order shall be done within the frame of the following order 4 PRICES Prices of Products are quoted net ex works Incoterms 2010 ICC VAT shall be applica
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