TERMS AND CONDITION

ARTICLE 1

• – Sales shall be made by LARS {hereinafter referred to as « the Seller ») exclusively in accordance with these General Terms and Conditions. Any other contrary or differing Terms or Conditions that may be contained in Conditions of Purchase, Purchase Orders, letters or other documents issued by the Buyer, shall be deemed null and void with respect to the Seller, if they have not been accepted by the Seller in writing.
• -These General Terms and Conditions of Sale, drafted in French, shall prevail over any translations of these General Terms and Conditions of Sale.
• – Placing an order implies acceptance of these General Terms and Conditions of Sale.

 

ARTICLE 2

• – The Buyer’s orders must always be confirmed in writing. The Seller shall only accept the Buyer’s orders subject to the Seller’s availabilities. If necessary, the Seller may decline a request if it appears that the transaction is situated within an illicit or illegal context, or in the event of a breach of any provision whatsoever of this Contract.
• – The delivery is made at the place indicated by the Buyer on the purchase order. The delivery time provided when the order is registered is given for information only and not guaranteed. Accordingly, any reasonable delay in the delivery of the products shall not constitute a valid reason for the payment of damages to the Buyer.

The time between the delivery order and the delivery date must be sufficient to enable the Seller to make the delivery.

 

ARTICLE 3

The Seller shall deliver the products in conformity with the requirements of medical devices and with the requirements of the applicable international standards. No products shall be taken back or exchanged by the Seller, except in the event of a lack of conformity for which the Seller is liable, under the conditions described in Article 7 and subject to the reservations provided in Article 8.

 

ARTICLE 4

• – The products delivered shall be invoiced by the Seller on the day of delivery, according to the applicable prices indicated to the Buyer prior to his order. The prices are in Euros and calculated excluding value added tax (VAT). Consequently, the invoice of the Buyer resident in France is increased by the applicable VAT rate. In all cases and if necessary, the carriage fees calculated on the day of delivery will be added to the total cost of the products.
• – Unless otherwise stipulated in the special conditions, the products will be paid before delivery by transfer to the LARS bank account. If the Buyer does not pay the full price before delivery of the products, the Seller is not required to deliver the products ordered by the Buyer.
• – The buyer in a situation of late payment becomes automatically debtor, in respect of the Seller, in addition to the late penalties described in Article 4.4, a flat-rate compensation of 40 Euros for recovery costs.
• – Any amounts remaining unpaid on the day following the due date indicated on the invoice and in the case where the amounts due are paid after this date, will automatically generate late penalty interest, the rate of which is equal to three times the legal interest rate.

The fixed compensation (Article 4.3) as well as the penalty of delay (Article 4.4) are payable immediately without any other formality than the Seller’s request.

• – The provisions of Article 4.3 do not relieve the Buyer from its obligations on the due date.

4.6       – In case of early payment compared to the payment date indicated on the invoice, the Buyer should apply no discount.

 

ARTICLE 5

Acts of God and/or force majeure events, as well as any serious impediments beyond the Seller’s control, shall give the Seller the right to either cancel the order or suspend execution thereof; the Seller shall keep the Buyer informed of the occurrence of such events.

 

ARTICLE 6

The products and their packaging shall transit in any event, even for carriage-paid sales, at the Buyer’s risk. The Buyer is solely responsible for inspecting the products (quality, conformity, missing products, etc.) when they are delivered by the carrier and to issue all reservations and perform all formalities, procedures and steps with the carrier and the transportation intermediaries, to protect its rights pursuant to the prescribed procedures and within the prescribed deadlines. The Buyer shall keep the Seller informed.

 

ARTICLE 7

Any lack of conformity or inherent defect of the products revealed by an attentive examination, and those that are revealed only through use, must be reported to the Seller by the Buyer in writing within a maximum of thirty days. The alleged flaw must be established by both parties, and if the flaw is revealed, the Seller shall have the choice of refunding the price or deposits paid by the Buyer or replacing the products recognized as being defective; the said products must be returned by the Buyer, at its cost, within eight days of such request made by the Seller to the Buyer. The Seller’s warranty is strictly limited to the periods of time and the conditions indicated above, and the Buyer may not request any repairs other than those provided for above, for any reason or any damage or loss whatsoever.

 

ARTICLE 8

The information that may be given by the Seller or its representatives about the use, purpose or application of the product is given purely for the purpose of convenience, and it does not involve the Seller’s warranty or liability. In any event, the Buyer is responsible for assessing if the product ordered is fit for the use the Buyer plans to make of it. Furthermore, the Buyer is solely liable for any harm caused to people by the handling or use of the product.

 

ARTICLE 9

With respect to intellectual property, the Seller limits its warranty to the physical existence of the registration of any patents on the products supplied hereunder.

 

ARTICLE 10

LARS products are the subject-matter of various registered trademarks. The Buyer shall refer to the Seller’s trademark and clearly indicate the origin of the products.

 

ARTICLE 11

The parties submit to the jurisdiction of the Courts of the City of Dijon and their Presiding Judges, even in the event of summary proceedings.

The law applicable to the goods intended for export is French law, to the exclusion of all others.