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General Terms and Conditions of Sale
ARTICLE 1 – COMPANY IDENTIFICATION
VET-TRADE, a simplified joint stock company (Société par Actions Simplifiée) with a share capital of €5,000, registered with the Trade and Companies Register of Versailles under number 803 340 330, with its registered office at 3 rue René Descartes, 78320 Mesnil-Saint- Denis, France, represented by the company AMW HEALTH INVESTMENT, itself represented by Mr Amaury Masbernat (hereinafter referred to as the “Company”).
EUROPE ENDOSCOPE, a sister company of VET-TRADE within the AMW HEALTH group, specialises in the technical repair of flexible endoscopic equipment. Repair quotations or maintenance services may be issued directly by EUROPE ENDOSCOPE, an approved partner acting under this contract.
ARTICLE 2 – SCOPE AND PURPOSE
These General Terms and Conditions of Sale (hereinafter the “GTCS”) govern the entire contractual relationship between the Company and its professional Clients. They apply to all sales, rentals, loans, demonstrations and service provisions performed by the Company, both in France and internationally.
The GTCS are systematically provided with the quote or proforma invoice. Placing any order implies full and unreserved acceptance by the Client of these GTCS. No general purchasing terms shall prevail unless expressly agreed in writing by the Company. Any contrary clause or document provided by the Client shall be unenforceable against the Company, even if not expressly rejected.
The Products and Services are strictly intended for professional Clients, excluding any transaction with consumers under applicable consumer law.
ARTICLE 3 – PRODUCTS AND SALES CONDITIONS
The Products sold by the Company include pre-owned or new medical devices: flexible endoscopes, processors, light sources, trolleys, monitors, pumps, accessories and spare parts.
Product Conditions:
- “Parts”: for spare parts use only.
- “AS IS - GOOD IMAGE”: Functional image only.
- “GOOD CONDITION”: Fully functional in good general condition.
- “BRAND NEW”: Brand-new product supplied directly by the manufacturer. The Company cannot be held liable for any delivery delay for such items.
The condition and intended usage lifespan (where applicable) are stated in the Proforma Invoice. In the absence of such details, no additional condition or obligation shall be inferred. These product conditions do not constitute any form of warranty.
ARTICLE 4 – SHIPPING AND DELIVERY
Shipments are made under EXW or DAP Incoterms, as specified on the Proforma Invoice. The Company handles French customs clearance when operating under DAP but assumes no responsibility for import customs formalities in the destination country. The Client bears sole responsibility for any import duties or customs procedures.
Delivery timeframes are given for information purposes only and are not contractually binding. Delays in delivery shall not justify cancellation of the order or any compensation. Risk transfers to the Client upon handover to the carrier.
The Client is solely responsible for verifying, disinfecting, and testing the Products before any clinical or technical use. Any misuse or negligence shall be at the Client’s exclusive risk.
ARTICLE 5 – CLAIMS AND RETURNS
Any claim regarding missing, defective or non-conforming Products must be submitted:
- Within five (5) calendar days of receipt for sales.
- Within forty-eight (48) hours of receipt for rentals, loans, or demonstrations.
All claims must be submitted in writing and supported by appropriate evidence. After these periods, no claim will be accepted. No returns may be made without the Company’s prior written approval.
In the event of an authorised return, transport costs shall be borne by the Client. If a defect is confirmed and deemed attributable to the Company, a replacement or repair shall be proposed. Otherwise, repair costs will be invoiced as per EUROPE ENDOSCOPE’s quotation.
ARTICLE 6 – RENTALS, LOANS AND DEMONSTRATIONS
Any provision of equipment is subject to a written agreement signed by both Parties. In the absence of such, no right to use may be claimed.
6.1. Rentals
- The rental agreement defines the rental period and applicable terms. Payment is monthly, in arrears or in advance as specified in the Proforma.
- Any overrun results in automatic contract extension, subject to a 50% surcharge unless otherwise agreed in writing.
- Equipment must be returned in the same condition. Any damage, breakage or loss shall be invoiced in full based on EUROPE ENDOSCOPE’s assessment.
- Wear and tear not expressly notified at delivery will be presumed as damage. The distinction between normal wear and damage shall be determined solely by the Company or its approved technical provider
- Daily rates:
- Endoscope without service contract: €49/calendar day
- Endoscope with Silver contract: €69/calendar day
- Echo-endoscope without service contract: €69/calendar day
- Echo-endoscope with Silver contract: €89/calendar day
- Silver Contract: Covers all repairs except moisture infiltration and physical damage due to shock.
6.2. Loans
- Loans are granted to maintain operational continuity during equipment servicing.
- Equipment must be returned upon return of the Client’s original equipment or conclusion of the need for the loan.
- Failure to return the loaned item shall result in reclassification as a rental, with retroactive billing.
- Equipment must be returned in the same condition. Any damage, breakage or loss shall be invoiced in full based on EUROPE ENDOSCOPE’s assessment.
6.3. Demonstrations
- Maximum duration: 30 calendar days.
- Any overrun without prior written consent will be charged at standard rental rates (see 6.1. Rentals).
- Equipment must be returned in the same condition. Any damage, breakage or loss shall be invoiced in full based on EUROPE ENDOSCOPE’s assessment.
ARTICLE 7 – PRICES, INVOICING AND PAYMENT TERMS
Prices are stated on the Proforma in EUR, USD, GBP, or AUD, exclusive of tax. The Client must strictly comply with the invoiced currency and corresponding bank account. Any deviation may result in additional fees.
In case of currency fluctuation exceeding ±5% between the Proforma date and actual payment, the Company reserves the right to adjust the invoiced amount accordingly.
Invoices must be paid by bank transfer within thirty (30) days of issue. Late payments shall automatically trigger:
- Interest at three times the French legal interest rate
- A fixed debt recovery indemnity of €40,
- Suspension or immediate termination of the contract after formal notice remains unanswered.
ARTICLE 8 – RETENTION OF TITLE AND RISK TRANSFER
Ownership of sold Products remains with the Company until full payment has been received. Loaned or rented items remain the exclusive property of the Company and may not be sold, assigned or sublet./p>
Risk is transferred to the Client upon delivery to the carrier, regardless of the shipping method.
ARTICLE 9 – INSURANCE
The Client confirms holding professional liability insurance suited to their business activities and undertakes to provide evidence upon request.
ARTICLE 10 – CONFIDENTIALITY
Both Parties undertake to treat all information, documentation and data exchanged as strictly confidential, including after termination of the contract. No disclosure may occur without prior written consent.
ARTICLE 11 – NON-SOLICITATION
The Client shall refrain, during the term of the contract and for twelve (12) months thereafter, from directly or indirectly soliciting or hiring any employee of the Company, including through intermediaries or third-party recruiters.
ARTICLE 12 – HEALTH AND SAFETY
Where services are performed on-site, the Client shall comply with applicable health and safety rules and communicate these to the Company beforehand.
ARTICLE 13 – INTELLECTUAL PROPERTY
All intellectual property rights attached to Products, brands, documents or know-how provided remain the sole property of the Company.
ARTICLE 14 – FORCE MAJEURE
Neither Party shall be liable for failure to perform due to an event of force majeure. Events considered as force majeure include but are not limited to: strikes, floods, fires, pandemics, terrorism, customs blockages, administrative decisions, cyberattacks, or any other unforeseeable, uncontrollable event preventing performance of contractual obligations.
ARTICLE 15 – GOOD FAITH
The Parties agree to perform their obligations in good faith and to cooperate diligently in executing the contract.
ARTICLE 16 – CLIENT REFERENCES
The Client authorises the Company to mention its name and logo as a business reference, unless otherwise expressly objected to in writing.
ARTICLE 17 – PERSONAL DATA
Personal data is processed in accordance with the UK GDPR and applicable EU data protection laws. Each Party warrants compliance with its respective legal obligations.
ARTICLE 18 – EVIDENCE AGREEMENT
The Parties recognise the evidential value of electronic communications and documents. Digital or electronic signatures shall be deemed equivalent to handwritten signatures.
ARTICLE 19 – ENTIRE AGREEMENT
TThese GTCS constitute the full agreement between the Parties and override all prior negotiations, communications or documents.
ARTICLE 20 – SEVERABILITY
Should any provision be deemed void or unenforceable, the remainder shall remain in force. The Parties shall replace the invalid clause with one that preserves the intended economic effect.
ARTICLE 21 – AMICABLE SETTLEMENT AND JURISDICTION
In the event of a dispute, the Parties shall first attempt to resolve the matter amicably. Failing agreement within thirty (30) days of notice, the dispute shall be referred exclusively to the Commercial Court of Versailles, France, notwithstanding multiple defendants or third-party proceedings.
ARTICLE 22 – AFTER-SALES CONDITIONS AND LIABILITY LIMITATION
Unless expressly stated in the Proforma, no warranty is provided. All after-sales support, repairs or diagnostics shall be quoted by EUROPE ENDOSCOPE. The Company shall not be held liable for misuse or non-compliant use of the Products. Liability is strictly limited to the value of the relevant Order.
Contact: contact@amw-health.com | +33 (0)1 87 20 00 14