General Sales Conditions
General Sales Conditions
1 – DEFINITIONS
“Terms and Conditions” means these “General Terms and Conditions for the Sale of Products”, together with any modifications or additional provisions specifically stated in Seller’s final Proforma Invoice or specifically agreed upon by Seller in writing.
“Seller” means the Fameco company, incl. Fameco Medical Instruments S.A.R.L; Fameco Analytical Instruments S.A.R.L & Fameco Nordic ApS, selling the product(s) as referred to on Proforma Invoices.
“Buyer” means the buyer purchasing the product(s) as referred to on sales offers/Proforma Invoices.
“Agreement” means the Proforma Invoice accepted by both Seller and Buyer in writing for the sale of Product, together with these Terms and Conditions.
“Product” means any deliverable under the agreement, which may include new, pre-owned or refurbished equipment or instruments, spare parts, consumables or services.
“Price” means the agreed price stated on the Proforma Invoice.
2 – SUBJECT
These Terms and Conditions governs all agreements between Seller and Buyer. The Terms and Conditions are binding, supersede and override any and all Terms and Conditions of Buyer howsoever and whenever communicated. No other agreements or understandings, that may deviate from these Terms and Conditions, will be binding unless Seller confirms in writing.
3 – PRODUCT CATEGORY
Product conditions will be within the categories of product listed below:
– AS/IS: Product is sold AS/IS in its present, existing condition without any test reports, cosmetic uplifts, and warranties of any kind.
– Tested: Product is tested, and all surfaces are cleaned, but sold without cosmetic uplifts or replacement of parts and accessories.
– Refurbished: Product is refurbished according to Seller’s refurbishment program. Warranty conditions apply.
– New: Product is new and unused. Warranty conditions apply.
Product category will be indicated on the Proforma Invoice.
4 – PRICES
The price of product will be Seller’s price as quoted on Proforma Invoice, but exclusive of VAT or other taxes as well as possible additional charges such as handling, freight, packaging, and the like.
The price stated on the Proforma Invoice is subject to availability and in any case only valid 30 days from the date of the Proforma Invoice.
Buyer will be solely responsible for any expenses such as duties, taxes, fees, and other charges related to export of product.
Early payment discount does not apply.
5- PAYMENT TERMS
Sold products and/or parts remain full property of Seller until paid for in full.
Unless otherwise agreed, a non-refundable down-payment must be paid within 10 business days from the date of the Proforma Invoice and the remaining balance must be paid within 30 days from the Invoice date. As per Directive 2011/7/EU Seller shall be entitled to interests for late payment and compensation for recovery costs (EUR 40) from the date on which the payment was due. The interest rate is equal 8 percent above the reference rate of the European Central Bank.
In case of late payment, Seller may suspend its performance of the agreement until payment in full is received. Buyer is not entitled to present claims for compensation for such delays.
If Buyer has not paid the overdue amount within 10 working days or if Buyer has notified, or it is otherwise evident, that Buyer’s payment will be further delayed, Seller shall be entitled to terminate the agreement by notice in writing to Buyer, and to claim compensation for any loss incurred.
Payment may be done via bank transfer, PayPal, Credit Card or Letter of Credit.
All bank fees charged to a payment must be paid by Buyer.
6 – CANCELLATION OF ORDER
Buyer may cancel its order only with prior written consent of Seller. Seller reserves the right to retain all or part of any advance payment or deposit made.
7 – DELIVERY
Seller shall ensure adequate and appropriate packing of product to avoid damages in transit to the agreed place of delivery.
The product will be delivered to the Delivery Address stated on the Proforma Invoice in accordance with the Incoterm defined on the Proforma Invoice.
The Shipment Date will be stated on the Proforma Invoice. The date is indicative and will be confirmed by Seller only when product is released for shipment.
Seller shall not be liable for any delay in the delivery of products, nor will it entitle Buyer to seek compensation or cancel the agreement.
In the event of loss or damage to the product during transport, Buyer must make reservations on the consignment note and notify Seller within 5 working days upon arrival. Failure to do so will result in the loss of all claims.
The following conditions apply for products sold and collected under “Ex Works” shipping terms, as per ICC’s Incoterms 2020:
– Pick-up address is Fameco Heaquarters, 8 Allée du Château Sury, 67550 Vendenheim, France.
– Buyer assumes all responsibilities for transport, for all export procedures and for all and any costs arising after collecting the goods and Buyer is liable for paying full VAT of the products, if Buyer fails to comply with the following conditions:
– EU intra-community transactions: Buyer must return a copy of the signed CMR within 14 days after collection.
– Export transactions: Buyer must ensure that the Export Declaration is completed at the customs of exit at the EU external border within 4 weeks after collection.
– Buyer shall, to the extent that Buyer fails to collect product(s) 3 weeks after Seller has released product(s) for shipment, be obligated to indemnify and hold Seller harmless for any and all costs that Seller may incur in connection with storage of product(s), including but not limited to, storage costs corresponding to EUR 10,00 per euro pallet (0,96 m2) per week.
8 – SOFTWARE LICENSES
All products are sold excluding software license agreements and it is Buyer’s sole responsibility to acquire any licenses needed. Seller shall not be liable for any issues or malfunctions, direct or indirect losses resulting from expired or missing software license agreements.
9 – CLAIMS
Buyer must inspect the product for other defects without delay after delivery and notify Seller in writing of any defects within 7 working days. Failure to do so will result in the loss of all claims.
Defects will be rectified, if possible, by Seller within reasonable time. Any attempts made by Buyer to remedy the defect will result in the loss of all claims.
Seller is entitled to choose whether it will remedy the defect by means of improvement or by substitution. If remedying the defect is impossible or unfeasible or if Seller is not in a position to deliver a replacement product of equal value, Buyer will be entitled to a reduction in price.
Buyer is not entitled to claim any compensation for breach of contract due to defects other than the rights given above.
Buyer specifically agrees that cosmetic discrepancies and fair wear and tear are not to be regarded as defects. Only defects which substantially influence the overall functionality of the can be defined as significant defects.
10 – WARRANTY
Warranty conditions will be stated on the Proforma Invoice.
The warranty covers defects resulting from defective parts or materials if such defects are revealed during the warranty period from the date of delivery. The warranty does not apply to non-refurbished products or consumables unless stated on the Proforma Invoice.
To obtain warranty, Buyer must submit a warranty claim of the alleged defect to Seller in writing. The claim must be accompanied by a failure description and any evidence supporting the claim.
Buyer must return the defect product within 15 days of the warranty claim being made to Seller. If Buyer fails to return the product within 15 days, the warranty claim will be rejected.
Seller’s liability under the warranty is subject to product being properly calibrated and inspected by Buyer or End-user before taking product into use. The warranty does not cover defects or malfunction caused by misuse, abuse or improper maintenance, failure to follow operating instructions, or use with equipment with which it is not intended to be used. It does not cover cosmetic or incidental damages. Also, the warranty will not apply to damage caused by unauthorized alteration, modification, or repair of the product.
The warranty does not cover any transportation costs for return of the product, or for reshipment of any repaired or replaced product, or any costs associated with installation, removal, or reinstallation of the product.
11 – PRODUCT LIABILITY
Seller shall not be liable for any damages caused by inadequate and inappropriate packing of product if Buyer’s packing instructions deviate from Seller’s packaging standards.
Seller shall not be liable for any damages resulting from a defect in the equipment.
Buyer will take over all risks of product liability and will defend and hold Seller harmless of any claims arising from Buyer’s use of the product.
12 – LIMITATION OF LIABILITY
Seller shall not be liable to any further extent than described in these Terms and Conditions.
Seller shall not be liable to Buyer for any indirect or consequential losses or losses, which is unlikely or unforeseeable to Seller.
If product is under warranty, the warranty will be void in case Buyer does not use the product for the intended purpose and in accordance with applicable guidelines for use and/or operation.
13 – FORCE MAJEURE
As per article 1148 of the French civil code: If delivery by Seller is not possible due to any unforeseeable and unavoidable external event, Seller will be released from the obligation to deliver.
Buyer will receive a refund of any payment made for the product, however, any further claims of Buyer, in particular expenses and claims for damages, are excluded.
14 – EXPORT CONTROL REGULATIONS
Buyer understands that certain transactions of Seller are subject to export control laws and regulations, such as but not limited to the UN, EU and the USA export control laws and regulations, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Seller to export Products will be subject in all respects to such Export Regulations. If the delivery of products is subject to the granting of an export or import license by certain governmental authorities or otherwise restricted or prohibited due to export/import control regulations, Seller may suspend its obligations until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, Seller may even terminate the agreement in all cases without incurring any liability towards Buyer.
Buyer warrants that it will comply in all respects with the export restrictions set forth in such Export Regulations for every Product supplied to Buyer. Buyer accepts the responsibility to impose all export control restrictions to any third party if the items are transferred to third parties. Buyer shall take all actions that may be reasonably necessary to ensure that no customer/purchaser or end-user contravenes such Export Regulations. Buyer shall indemnify Seller against any and all damages, loss, costs and other liability arising from claims resulting from Buyer’s or its customers’ breach or non-compliance with this article.
Buyer acknowledges that the obligations contained in this agreement shall survive the termination of any agreement of other arrangement under which the products was provided to Buyer. In addition, in the event of any conflict in the terms provided in this agreement with any other document entered into between Buyer and Seller, Buyer understands that the terms of this agreement shall control and be binding upon Buyer.
15 – INSOLVENCY
If Buyer becomes insolvent, or a request to open insolvency proceedings for the assets owned by Buyer has been filed, or insolvency proceedings for its assets are opened or dismissed due to lack of assets, Seller shall be entitled to terminate the agreement for good cause without notice in whole or in part.
16 – SEVERABILITY
Should any part of these Terms and Conditions be held invalid, void or unenforceable by applicable law, the remainder of the Terms and Conditions shall remain in full force.
17 – LAW, CHOICE OF VENUE
Any dispute arising out of or in connection with any agreement between Seller and Buyer, including any disputes regarding the existence, validity or termination of the agreement or including any disputes regarding the validity of these terms is subject to French law. If no amicable settlement can be made, the dispute shall be brought before the Commercial Court in Strasbourg, France.