Sourcing Terms & Conditions
Sourcing Terms & Conditions for the purchase of products
1 – DEFINITIONS
“Terms and Conditions” means these “Terms and Conditions for the Purchase of Products”, together with any modifications or additional provisions specifically stated in Buyer’s final Purchasing Offer or specifically agreed upon by Buyer in writing.
“Buyer” means the Fameco company, incl. Fameco Medical Instruments S.A.R.L; Fameco Analytical Instruments S.A.R.L & Fameco Nordic ApS, purchasing the product(s) as referred to on the Purchasing Offer.
“Seller” means the party selling the product(s) as referred to on the Purchasing Offer.
“Agreement” means the Purchasing Offer accepted by both Buyer and Seller in writing for the purchase 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 Purchasing Offer.
2 – SUBJECT
These Terms and Conditions governs all agreements between Buyer and Seller. The Terms and Conditions are binding, supersede and override any and all Terms and Conditions of Seller howsoever and whenever communicated. No other agreements or understandings, that may deviate from these Terms and Conditions, will be binding unless Buyer confirms in writing.
3 – PRODUCT CATEGORY
Products purchased under these Terms and Conditions will be within the categories of product listed below:
– For parts only: Product is purchased for parts and Buyer accepts the current state and condition of the product without warranties of any kind
– AS/IS: Product is complete in its original form but purchased in its present condition
– Good working condition: Product is complete and fully functional
4 – PRICES
The price stated on the Purchasing Offer is valid 30 business days from the date the Purchasing Offer was issued.
The price is subject to adjustment on account of product specifications and/or deviances to such. Buyer reserves the right to alter the price based on defects or damages to equipment, which were not identifiable at the time of delivery.
5 – DELIVERY
Delivery and transport shall be done in accordance with the Incoterm defined on the Purchasing Offer on the delivery date stated on the Purchasing Offer. Seller is, subject to the Incoterm, in delay if the product is not made ready for transport or delivered on the agreed delivery date.
Seller shall carry all and any costs for crane and rigging operations, and any special handling requirements.
Seller shall ensure that all electronic equipment is correctly shut down and prepared for transport.
Pipes, containers, or any other vessels containing fluids must be emptied and prepared for transport.
Seller must remove any radioactive source(s) from the product before transport. Failure to do so will entitle Buyer to claim compensation for all and any costs related to the removal and correct disposal of the radioactive source(s).
Seller shall reimburse and compensate Buyer for any damages to products caused by inadequate handling and packaging.
Buyer shall not be obliged to return any packaging materials.
Privacy regulations place the responsibility for protecting patient data on the healthcare provider. In order to prevent unauthorized disclosures of patient data, Seller must ensure removal of all patient exams and any other data related to test results from product before the product leaves Seller’s premises.
6 – CANCELLATION OF ORDER
Buyer will be entitled, without compensation to Seller, to cancel the agreement in case Seller is in delay of making the product ready for transport or in delay of delivering the product, or in case of any changes in product functionality or changes to configuration of product that could lead to re-negotiation of the price.
To the extent that the agreement is terminated by Seller, Seller shall reimburse and compensate Buyer for any expenses made based on the agreement or lost profits.
7 – PAYMENT AND INTEREST
Payment will be done by bank transfer upon receipt of Seller’s Proforma Invoice in accordance with the payment terms stated on Seller’s Proforma Invoice.
Seller is obliged to send an Invoice to Buyer once payment is confirmed.
8 – DEFECTS
Seller undertakes and warrants that the product complies with all specifications given to Buyer and complies with all applicable statutory and regulatory requirements. Buyer accepts normal wear and tear, but only if Seller documents that all services have been done and all requirements in relation to maintenance have been fulfilled, unless otherwise agreed on Purchase Offer.
Buyer reserves the right to claim compensation for defects or damages to Product which were not identifiable at visual inspection upon arrival at Buyer’s warehouse, if said defects or damages are found within 30 days after arrival at Buyer’s warehouse.
Buyer reserves the right to claim compensation for the repair of defects or damages to Product.
In the event of substantial defects on the product, Buyer shall be entitled to cancel the agreement between the parties on grounds of breach thereof. The following shall be considered as substantial defects:
Failure to include accessories that has an impact on product functionality.
The product itself is not fully functional or safe for use.
The foregoing is not to be viewed as an exhaustive list of defects that may be considered substantial.
To the extent that Seller is aware of a defect on the product and does not notify Buyer thereof and said defect causes Buyer to incur a liability of any kind, including product liability, Seller is obliged to indemnify and hold Buyer harmless for any such liability that may be imposed upon Buyer. In case Buyer incurs a product liability resulting from a defect on the product, Seller is obliged to enter the case as co-defendant in any lawsuit brought upon Buyer by a claimant regardless of where and at which court of law the claimant has filed the case.
9 – EXPORT CONTROL REGULATIONS
Seller agrees to inform Buyer in writing whether the supplied information, goods, software and/or technology is US controlled and/or controlled under the export control laws of its own country, and if so, to inform Buyer about the extent of the restrictions (including but not limited to export control legal jurisdiction, export control classification numbers, export control licenses and/or CCATS as applicable).
Seller shall obtain all international and national export licenses or similar permits required under all applicable export control laws and regulations and shall provide Buyer with all information required to enable Buyer and its customers to comply with such laws and regulations. Seller agrees to indemnify and hold Buyer harmless from any claims, liabilities, penalties, forfeitures, and associated costs and expenses (including attorney’s fees), which Buyer may incur due to Seller’s non-compliance with applicable laws, rules, and regulations. Seller agrees to promptly notify Buyer of Seller’s receipt of any such notice of a violation of any export control related law, rule, or regulation, which may affect Buyer.
10 – 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.
11 – 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.