All orders dispatched from France will be subject to the present

All orders dispatched from France will be subject to the present
GENERAL CONDITIONS OF SALES
All orders will be subject to the present General Conditions of Sales of bioMérieux Sweden AB, bioMérieux Suomi Oy, bioMérieux Norge AS and bioMérieux Denmark
ApS, respectively. The Buyer is entering into an agreement/ordering from one of the above companies, which will hereinafter be referred to as bioMérieux. 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
bioMérieux 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
 bioMérieux's acceptance of any order shall be conditional upon creditworthiness of
the Buyer. In particular, bioMérieux 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 bioMérieux, or in case of unavailability of the Product.
Concerning the participation in handling costs and delivery prices:
- bioMérieux charges an administration fee on each order.
- bioMérieux 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 bioMérieux Sales department.
 bioMérieux undertakes to provide the Buyer with the Products (instruments,
reagents and disposables) indicated on the order accepted by bioMérieux. Products
will be delivered and installed as specified in Buyer’s purchase order accepted by
bioMérieux.
 bioMérieux undertakes to deliver goods from stock without delay. In case of
temporary unavailability, the customer will receive this information from bioMérieux.
The shipment of the outstanding balance of the order shall be done within the frame
of the following order.
GENERAL CONDITIONS OF SALES, bioMérieux Nordic, R01, Valid from 07FEB2014
4) PRICES
 Prices of Products are quoted net ex-works (Incoterms 2010- ICC).
 VAT shall be applicable 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 bioMérieux Sales department.
 Unless otherwise expressly agreed by the Parties, all shipment costs and
expenses are prepaid by bioMérieux 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, bioMérieux 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, bioMérieux
reserves the right :
- to remove immediately all the payment facilities and special commercial conditions
previously granted;
- 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 bioMérieux;
- 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.
8 ) OWNERSHIP RIGHTS AND PASSING OF RISK
All products remain bioMérieux's property until full payment thereof by
Buyer. In the event of non-payment by Buyer, bioMérieux reserves the right to
recover or to make recover possession of the unpaid goods. bioMérieux 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 bioMérieux 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 technical specificities of products sold by bioMérieux require compliance with
traceability rules. Consequently, bioMérieux 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.
bioMérieux 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 bioMérieux 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 bioMérieux Customer service as soon as possible upon
notice. No product returns shall be accepted without bioMérieux's prior written
consent. bioMérieux shall decide, at its sole judgement, if the Products shall be
replaced.
11 ) WARRANTIES
a) Reagents :
bioMérieux’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
bioMérieux 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 the 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.
bioMérieux agrees to correct or have corrected by a third party designated by
bioMérieux, 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
bioMérieux such as, but not limited to, written instructions, package insert and user’s
manuals, during such one (1) year warranty period, provided bioMérieux 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.
bioMérieux warranty is valid to the Buyer’s original site of installation only. Any
transhipment VOIDS this warranty unless bioMérieux facilitates the relocation of the
Instrument.
c) Software
bioMérieux 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,
bioMérieux agrees to provide 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 bioMérieux 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
bioMérieux will evaluate warranty claims upon receipt of written notification. Firstly,
bioMérieux 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 bioMérieux premises.
Transportation costs will be at bioMérieux’s expense. The return of the Instrument to
bioMérieux can only be done after bioMérieux’s written approval.
The Buyer will provide access to bioMérieux, in a timely manner, to any technical
support, facilities, hardware, software or information in the Buyer’s possession
necessary for bioMérieux to complete such work. bioMérieux will correct such stated
defects.
In any event, the Buyer is under an obligation to insure that the Instrument and/or
Software is maintained in accordance with the instructions provided by bioMérieux
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 bioMérieux or any person under the express
direction of bioMérieux) making any revisions or modifications to the Instrument
and/or Software after its provision to the Buyer, (iii) the malfunction of any Buyersupplied 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
bioMérieux, 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 .
THE WARRANTY OF bioMérieux SET FORTH ABOVE AND THE OBLIGATIONS
AND LIABILITIES OF bioMérieux 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 bioMérieux WARRANTY SHALL
ONLY APPLY TO PRODUCTS PURCHASED BY THE BUYER FROM bioMérieux.
GENERAL CONDITIONS OF SALES, bioMérieux Nordic, R01, Valid from 07FEB2014
This warranty shall not be extended or altered except by a written agreement signed
by bioMérieux.
12 ) LIABILITY
 bioMérieux 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 bioMérieux and shall remain liable for any interpretation and any
use of results provided. The Buyer guarantees bioMérieux against any third party
action on the consequences of using non-compliant Products.
 bioMérieux’s liability for any and all losses or damages resulting from any
cause whatsoever, including alleged negligence, shall in no event exceed the
purchase price of the Product in respect of which the claim is made, or at the
election of bioMérieux the repair or replacement of such Product plus
associated freight charges. For the avoidance of doubt, bioMérieux’s warranty
expressly excludes any possible labour and transport costs involved in the
repair of an Instrument.
The Buyer expressly agrees that in case of resale of any Instrument supplied by
bioMérieux 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 bioMérieux will be released de facto, without any
other condition, of its obligations of financing and organization of the elimination of the
aforementioned waste material. bioMérieux 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 bioMérieux 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
bioMérieux's agreement.
 Software sold by bioMérieux is free from any known viruses at the date of
manufacture. The Buyer shall take all necessary precautions thereafter.
 Moreover, bioMérieux assumes no responsibility for the software compatibility with
the hardware of the Buyer.
 On the delivery date, Software supplied by bioMérieux are virus free. bioMérieux
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 bioMérieux. bioMérieux cannot be held responsible for any
contamination by virus. In addition, bioMérieux 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 bioMérieux. The Buyer
accepts that its personal data are used exclusively by bioMérieux and other entities of
the bioMérieux 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 bioMérieux or the
quality control of these systems, the Buyer grants access to bioMérieux to the patients
personal data for a required period of time in order to perform the abovementioned
operation. According to the patient confidentiality regulations applicable in the country
in which the bioMérieux selling company is located and The European Data
Protection Directive above and after reception of the written instruction of the Buyer,
bioMérieux 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 bioMérieux. Any change in the
ownership or control of the Buyer shall be deemed an assignment, which requires
written consent from bioMérieux.
 The Buyer acknowledges that bioMérieux 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
bioMérieux selling company is located, which shall have exclusive jurisdiction,
even in case of multiple defendants or claim for contribution from a third party.
IN NO EVENT SHALL bioMérieux 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 bioMérieux or due to a
mandatory local rule, the Buyer is responsible for notifying bioMérieux 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
bioMérieux 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 bioMérieux benefit. Every expense incurred or damage
undergone caused by the Buyer’s negligence and/or any breach of its
abovementioned obligations will entitle bioMérieux to a compensation.
Page 2 of 2
Was this manual useful for you? yes no
Thank you for your participation!

* Your assessment is very important for improving the work of artificial intelligence, which forms the content of this project

Download PDF

advertising