GENERAL TERMS OF SALE AND USE OPHTAZON
PreambleOPHTAZON is a company specializing in the trade of new and/or used medical equipment and supplies and equipment.
It is not a manufacturer.
OPHTAZON through its online sales platforms: http://www.ophtazon.com and http://www.ophtazon.fr connects professional buyers with professional sellers of new equipment or medical sellers of used equipment.
These General Terms of Sale and Use ('CGVU') will apply to all OPHTAZON contracts with Professional Clients ('Customers' or 'Buyers') separately designated as a "Party" and together "Parties."
These CGVs specify the terms of those contracts and the full obligations and rights of the two Parties. Any order made with OPHTAZON is subject to these CGVUs, except under specific applicable conditions.
These CGVUs are applicable to all contracts concluded from their date.
As soon as the user of OPHTAZON's online platform publishes an ad on the site, he is deemed to have the full legal capacity necessary to engage and adhere without restriction or reservation to these General Terms of Sale and Use.
ARTICLE 1 – DEFINITIONS
Ad : refers to all elements and data (visual, textual, sound, photographs, drawings), filed by an Advertiser under its exclusive editorial responsibility, for the purpose of buying, renting or selling a property or service and disseminated on the Website and/or Applications.
Advertiser : refers to any individual or legal person, professional, acting exclusively for professional purposes, established in France or abroad, holder of an Account and who has filed an Advertisement, from it, on the Website, and/or on the Applications. It is imperative that all Advertisers be connected to their Account to deposit and manage their ads. Any first ad filing automatically results in the creation of an Advertiser-specific Account. The Advertiser may have the status of seller or purchaser.
Seller : refers to any Advertiser, acting exclusively for professional purposes, established in France or abroad, holder of an Account and having filed an Advertisement, from the Website, and/or on Applications or any other medium, with a view to selling medical, new or used equipment.
Buyer : refers to any Advertiser, acting exclusively for professional purposes, established in France or abroad, holder of an Account and who has filed an Advertisement, from the Website, and/or on Applications or any other medium, with a view to acquiring medical, new or used equipment.
Account : refers to the free space that any Advertiser must create and connect to from the Website or Applications, in order to broadcast, manage, view their Ads, and/or subscribe to one or more paid options.
Customer service : refers to the service from which the Advertiser can obtain any additional information. This service can be contacted by email by clicking on the link on the Website and/or Applications.
Website : refers to the website operated by OPHTAZON accessible primarily from the URL www.ophtazon.fr and allowing Users, Buyers and Advertisers to access Online Services via the internet.
Used materials : medical equipment that has already been used by the professional advertiser
New equipment : medical equipment that has never been used for any purpose, put online by a professional manufacturer Advertiser.
Manufacturer : any legal entity that made the equipment and/or put it up for sale
User : anyone logging on to the OPHTAZON platform
Consumable : A product whose presence is essential to the operation of a device or to obtain a result but whose duration of use is limited to its wear and/or its current consumption.
ARTICLE 2 - CONDITIONS OF APPLICATION
2.1 The purpose of these terms and conditions of sale is to determine the terms of sale and terms of OPHTAZON's provision of products and services to the liberal companies and/or professionals who would order them.
2.2 The Purchaser intends to acquire equipment belonging to either a professional supplier in the case of a new equipment or a professional medical seller, in the case of second-hand equipment. The Purchaser is himself a medical professional or a company specializing in the sale of medical equipment and declares that he has chosen this material with full knowledge of the facts.
OPHTAZON is the intermediary between the Seller and the Buyer.
2.3 Options to sell
There are two types of sales available to the seller:
- - Option No.1: UPDATE WITHOUT MACHINE DEPOT CHEZ OPHTAZON: OPHTAZON communicates to the Seller all contacts interested in acquiring the equipment for sale. In this case, OPHTAZON is a contact bringer. The commission's regulation due to OPHTAZON conditions the sending by OPHTAZON of contacts interested in the equipment put up for sale. The number of contacts that can be transmitted is unlimited. All interested contacts will be forwarded to the Seller until the seller removes the advertisement from the website. The following information will be communicated to the purchaser: doctor's first and last name or entity's name, address and telephone contact information.
This Option is valid for any customer selling in France or outside France Metropolitan.
The Buyer and the Seller will get in touch and carry out the bipartisan sale without any other benefits of OPHTAZON. Any other request for service at the request of the seller or buyer will be possible but subject to a pre-estimate for the defined benefit. Payment will be made prior to the completion of the benefit.
- - Option 2: SALE MANDAT WITH OR WITHOUT DEPOT: OPHTAZON handles the entire sale process with the Buyer.
From contact management, trading, financial transaction, removal of equipment from the Seller, verification of equipment to pre-shipment packaging for safer delivery.
This option can be implemented with or without the material.
The OPHTAZON guarantee is included in this option, under the conditions described in Article 9 of these articles.
These conditions are valid for a customer based in metropolitan France.
This option includes the Seller's acceptance of a three-month exclusivity for OPHTAZON.
For a Seller outside Metropolitan France, the latter can choose Option No. 2 but will have to ship the equipment at his own expense to the premises of OPHTAZON. Storage fees will be charged during the sale process at the rate mentioned in paragraph 5.9
2.4 Unless a special express and written agreement is approved by OPHTAZON, any order for products to OPHTAZON implies full and unqualified adherence of advertisers to these terms and conditions of sale, to the exclusion of any other documents and conditions that may appear in advertisers' documents, as well as to the exclusion of any clauses that may appear in other documents such as prospectuss, notices or catalogues of OPHTAZON.
2.5 The applicable conditions are those in effect on the date of validation of the purchaser's order by OPHTAZON.
2.6 The fact that OPHTAZON does not avail itself at any point of any of the stipulations of the terms of sale cannot be construed as a waiver to avail itself of it at a later date.
2.7 Acceptance of these CGVUs is required for the use of the Online Sales Platform for professionals. These CGVUs are online on the site and can be viewed at any time in their latest release.
2.8: Account features for the seller:
Any account must include:
The name of the company or independent liberal professional
The SIRET number (for France and DOM TOM) or the commercial identification number for foreigners
The phone number
The email address
The full address: street number and name, postcode, city and country.
2.9 : Sales Announcement Features
2.9.1 : The cost of filing the ad on the websites www.ophtazon.fr or www.ophtazon.com will be determined between the Seller and OPHTAZON at the signing of the sales mandate, depending on the type of material offered for sale.
Sauf autre accord expressément convenu entre le Vendeur annonceur et OPHTAZON, le coût unitaire pour une annonce sera un forfait fixe de 50 € HT (ou équivalent en US Dollars calculé au taux de change en vigueur retenu par OPHTAZON au jour du dépôt de l’annonce) hors période promotionnelle et/ou de gratuité. La période de validité est d’un an, renouvelable jusqu’au jour de la date anniversaire de parution de l’annonce.
A package for the deposit of 5 ads will be charged 200 euros (or equivalent in US Dollars calculated at the current exchange rate retained by OPHTAZON on the day of the filing of the ad) outside the promotional period and/or free of charge. The validity period is one year, renewable until the anniversary of the first announcement.
A one-year Premium package will be charged 400 euros (or equivalent in US Dollars calculated at the current exchange rate retained by OPHTAZON on the day of the ad filing) excluding promotional and/or free period.
The Premium package will include:
- the unlimited filing of ads for a period of one year from the date of the first ad.
- the promotion of systematic announcements: top of the list, direct emailing targeted to interested customers, highlighted on the strategic pages of the website.
- OPHTAZON travels free of charge to the customer for the online sales announcements (from 3 materials put up for sale) and guarantees the quality of the materials with the OPHTAZON certificate.
2.9.2 : Any Sales Announcement must include:
-The type of device
-The brand of the device
-The exact model/reference of the device in the ad description
-The exact year of manufacture
-The frequency of use
-The description of the ad
-The sale price
-Photos, at least 2 photos and as qualitative as possible
-The country where the material is located when the ad is filed
-The General Terms of Sale applicable to the equipment if the Seller is also the Sales Manufacturer must include:
By selling materials on the OPHTAZON platform, the seller confirms that:
- The equipment is in working order. In case of malfunctions or missing parts, I declare that I have informed OPHTAZON or the potential buyer in writing.
- All accessories are provided for the equipment to be functional and are included in the sale price, excluding necessary consumables that can be purchased separately.
- Consumables are still available and otherwise, the Seller agrees to make it clear in the ad that the consumable is no longer available for sale on the day the ad is posted.
OPHTAZON reserves the right to refuse or remove any ad modified by the Advertiser that does not comply with the broadcast rules. If OPHTAZON refuses to broadcast the modified ad, an email informing the Advertiser of the refusal will be sent to the Advertiser.
OPHTAZON reserves the right not to run an advertisement that would degrade the brand image of a manufacturer, a material that is not presentable in its general appearance or whose age of the material would present too great a risk to the buyer. The ad filing fee will be credited in the form of having it on the customer's account.
2.10: Features of the purchase announcement:
Any purchase announcement must include:
-Any purchase announcement must include:
-The type of hardware you're looking for
-The preferred brand
-The preference model
-Year of manufacture
-General exterior appearance of the device: Good or accepts some traces of wear
-Maximum purchase budget
-The country where the doctor is practised
-The country of delivery of the desired equipment
2.11 : Withdrawal of the purchase or sale announcement
The Seller will be able to remove the ad from the sales platform without any specific justification on his advertiser account or on request to OPHTAZON, at any time, SAUF:
- if it is in the three-month exclusivity period
- or if he has received from OPHTAZON the information that an order is in progress on the relevant material
- or if he has received an order directly from a buyer.
If the seller persists in his desire to withdraw his advertisement, he is liable to penalties calculated as follows:
- 50% sale price agreed with the Buyer
- 20% penalty if the material is not the subject of an in-progress order, but the seller is still in the exclusivity period of Option 2 under Article 2.3.
In all cases, OPHTAZON agrees to inform the Seller within 48 hours, if the property is the subject of an in-progress order.
Apart from the above situations and in accordance with Article 3.3, the Seller will not be able to withdraw the material from sale for seven days. Beyond the seven-day period, if the price for the order received has not been collected, the Seller is free to withdraw or modify the Advertisement.
Purchase announcements will be automatically removed after one year if they are not changed by the applicant.
ARTICLE 3 - MODELS - AVAILABILITY
3.1 The information in OPHTAZON's catalogues, prospectuses, notices, technical specifications and other documents is only given as an indication and cannot be hired. Any model can be modified or removed at any time and without notice by OPHTAZON. Delays are always mentioned as an indication.
3.2 LThe contract is concluded on the condition of the acceptance of the order and confirmation by OPHTAZON to the Buyer, in the form of a single letter or email, of the availability of the product to its own suppliers and/or Advertisers Sellers, as of receipt of the purchase order and the receipt of the payment of the Price, by OPHTAZON. If the order is refused knowing that the failure to respond within 72 hours of receipt of the order will be worth refusing, this contract will be deemed null and void without any compensation of any kind being claimed. The price settlement determines the validation of the order. Any settlement that has been made when the goods are not available and the unconfirmed order will be returned within eight weeks.
3.3 : The Seller Advertiser undertakes, as soon as OPHTAZON informs of the existence of an order to immobilize its equipment for at least one week (7 days), in order to allow OPHTAZON to ensure that the sale price is properly collected.
ARTICLE 4 - PRICE
4.1 The price of the products varies depending on the nature of the material.
4.2: The amount of OPHTAZON's remuneration varies depending on the Option chosen by the Seller (see Article 2)
In the case of Option 1: OPHTAZON being only a contact provider, no service other than contact is included.
The commission due to OPHTAZON is 3% of the selling price displayed on the published ad. This commission must be paid before the first contact is sent by OPHTAZON to the Seller customer. It can be paid for by wire transfer, bank card or via the Paypal payment platform.
In the case of option No. 2: The sale price includes, the cost of withdrawing from the practice, clinic or hospital of the selling physician, transport to the OPHTAZON premises, technical control of the equipment, preparation for shipment to the buyer's client. A 6-month warranty period is available for all equipment under 8 years of age.
This price does not include dismantling, transport, customs duties, insurance, installation and commissioning costs, training costs or any related costs that are borne by the Buyer.
For this option, OPHTAZON's remuneration is degressive, depending on the amount of the sale price:
▪ From 1 to 19,000 euros: 30% of the sale price capped at 3000 euros.
▪ From €20,000 to €39,000: €4,500
▪ From €40,000 to €59,000: €6,000
▪ 60,000 euros and beyond: on quote.
This commission will be deducted from the sale price of the equipment before payment of the invoice issued by the Seller.
4.3 Prices are offered in tax-free euros and local EXW from OPHTAZON according to the 2010 Incoterms, plus sales taxes in effect at the time of delivery. Some transactions may be made in US Dollars and only with the prior and explicit agreement of OPHTAZON. The applicable exchange rate will be the one chosen by the European Central Bank on the day the quote is issued.
4.4 OPHTAZON offers a free optional service, i.e. a gradual discount on the sale price of the material on the website. This service will not result in any reduction of the commission initially levied on the sale price of the ad. Three months after the announcement, the sale price will be reduced by 15%. Then 6 months after publication, the price will be reduced by 10% in order to give yourself a chance to sell the material within a reasonable time. This option is not mandatory and will be offered to the seller on the day of the announcement, which specifies its choice under the special conditions.
4.5 When selling a product on the OPHTAZON platform, OPHTAZON will propose to the seller to assign part of the sale to a humanitarian association chosen by the seller. The list of beneficiary associations is listed on the OPHTAZON platform's partner humanitarian associations page. The seller is free to determine the size of the amount allocated to the humanitarian association. This donation is not mandatory. Following the sale of the material, in the event that an association is chosen, the latter issues the seller a tax certificate relating to the donation made
4.6 The settlement to the seller by OPHTAZON, in the case of Option No. 2, will take place within 30 days of receiving the seller's sales invoice addressed to the company OPHTAZON. The settlement of OPHTAZON will only be in the form of a bank transfer.
ARTICLE 5 - TERMS OF PAYMENT
5.1 The Purchaser agrees to settle the Price as soon as OPHTAZON confirms the availability of the order, and no later than 72 hours. The availability of the machine will be guaranteed 72 hours by OPHTAZON. In the event of a delayed payment, Ophtazon will not be held responsible if the ad is removed and the material more available for sale. The Purchaser agrees to pay the full price as soon as OPHTAZON confirms the availability of the order, and no later than 72 hours. The purchase confirmation is issued by OPHTAZON by return of invoice paid, upon receipt of the full payment.
If the full price cannot be paid within 3 days for legal or banking reasons, deposits can be paid via the PayPal platform to confirm the purchase. The amount of the deposit must be validated in advance with the company OPHTAZON and the balance of the purchase price must be paid no later than four days after the payment of the deposit.
5.2 The payment of the Price is done by bank-to-bank transfer according to the terms specified by OPHTAZON when validating the order (communication of bank details - BOC/SWIFT/IBAN, on which to transfer) or via the Paypal platform by CB or PayPal account. OPHTAZON's bank details are listed on the Bill and on the OPHTAZON website.
5.3 In the event of non-payment or late payment of more than 72 hours and without prejudice to any other rights and remedies, the order is deemed null and neck and the availability of the product can no longer be guaranteed.
5.4 Any other payment method can only exist under an express and written agreement.
5.5 Assuming a deferred payment was made on specific terms to the Purchaser:
- OPHTAZON reserves the right, at any time, to require payment guarantees from the purchaser. If the Purchaser refuses to provide such a guarantee, OPHTAZON will be able to cancel the current orders without the Purchaser being able to claim any compensation.
- L’Acquéreur s'engage à payer toutes les factures qui lui sont présentées par OPHTAZON dans les délais de paiement convenus et, au plus tard dans les 30 (TRENTE) jours fin de mois, suivant date de facture.
- In the event of non-payment or late payment and without prejudice to any other rights and recourse of OPHTAZON, all sums owed by the Purchaser will immediately become due and will be increased by a late penalty equal to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation, plus ten (10) percentage points. These penalties will be due without prior notice.
- In the event of non-payment of the price, OPHTAZON reserves the right, either to request the execution of the sale or to resolve the contract by simple letter recommended with request for notice of receipt and to retain, as compensation, the deposit paid to the order, without prejudice to the late penalties and any damages. Lump sum compensation for collection costs:
Any situation of late payment entitles you to a lump sum payment for recovery costs of 40 euros. OPHTAZON reserves the right to seek additional compensation from the Buyer if the collection costs actually incurred exceed this amount.
5.6: Payment fees: all bank fees are at the initiative of the client, and therefore the buyer.
5.7 : Delivery/Transport Charges
In the event that OPHTAZON ships the goods, a request for a transport quote must be requested from OPHTAZON. The final destination and the selected Incoterm will need to be clearly identified.
As the delivery fee is not included in the agreed price, the amount will be charged by OPHTAZON in addition to the sale price. This service is optional.
OPHTAZON reserves the right to refuse to carry out transportation to certain destinations.
If the carrier is the one chosen by the Purchaser, the purchaser will do its business to settle these costs.
The cost of delivery in Metropolitan France is the responsibility of the Buyer and must be the subject of a prior request from OPHTAZON, depending on the services chosen by the customer.
5.8: Installation costs, commissioning, training and additional guarantees:
If the buyer wants the installation of the equipment, in metropolitan France or outside metropolitan France, or the commissioning, or even training, to be carried out by OPHTAZON, a request for a quote must be established beforehand. As these services are optional, OPHTAZON reserves the right to accept or refuse to perform these services.
For any request for additional months or years of warranty, OPHTAZON will contact the equipment manufacturer for the preparation of the quote. OPHTAZON cannot be held liable if the manufacturer refuses if the outdated equipment does not allow the customer to offer this service.
5.9 : Ancillary costs:
Packaging and packaging costs are borne by OPHTAZON.
The Purchaser does its business of paying customs duties, insurance premiums, or any ancillary costs not expressly provided for here.
5.10. Rebusing service:
If a Seller advertiser wishes to dispose of unsold material, stored in the premises of the company OPHTAZON can take care of it at a cost for the delivery of withdrawal, dumping and/or destruction of the equipment.
The cost is equal to 250 euros HT for consulting units, lasers and other large equipment, 50 euros HT for small equipment.
The Seller may opt for a rebusing service after a 12-month downtime of equipment immobilization or choose a shorter term that will be specified under the specific conditions set out in the Mandate contract.
For equipment not stored in the premises of OPHTAZON, the transport costs will be borne by the Seller, on an accepted quote from the carrier chosen by the seller.
A certificate of destruction will be given to the Seller.
5.11 : Storage/storage costs: If a selling customer wants OPHTAZON to store its materials for the duration of the sale announcement, this is possible for a storage cost of:
- €20 per month for normal-sized materials (refractometer, retinograph, OCT, Tonometer, etc.)
- €50 per month for extra-large materials (type: refraction unit and other bulky materials)
- free for small materials (on OPHTAZON's assessment)
A quote will be drawn up beforehand. The cost of storage will be deducted from the sales bill.
The Seller Advertiser has the ability to recover its material stored at OPHTAZON on the condition that it has previously paid OPHTAZON the storage costs due.
No notice is required for the Seller advertiser to retrieve its material.
5.12 : Hardware return costs: By derogation from the provisions of Article 1932, paragraph 1 of the Civil Code, OPHTAZON is not required to return the deposited material, the purpose of the deposit being its sale, destruction and/or recycling. However, the Seller may request from OPHTAZON, the provision of all or part of the Material belonging to the Seller, or its return, to OPHTAZON's premises. In this case, the cost of returning the Material remains at the seller's expense. A quote will be prepared in advance by OPHTAZON.
5.13 Disassembly costs: If a dismantling service is required, a fee may be charged for dismantling the consultation units requiring the intervention of at least 2 technicians and the rental of a large-volume truck. Costs will be assessed during the pre-visit based on the firm's situation, accessibility and the need/imperative of dismantling. A separate quote is submitted to the customer in advance for acceptance and will be included in the sales mandate.
5.14 Financial assessment fees for equipment: this service taken in isolation is charged 250 euros HT. This sum is refundable by compensation with the costs of advertisements and/or commissions, only if the doctor decides to put for sale all his equipment on the OHTAZON platform at the signing of the contract for the sale of the entire stock of equipment.
ARTICLE 6 – TRANSFERT DE PROPRIETE ET TRANSFERT DES RISQUES
6.1 The Seller Advertiser reserves ownership of the products named in this document, with the exception of products directly offered by their manufacturer and therefore owned by the manufacturer, until the full payment of their principal price and interest. The deposit paid by the Buyer will remain acquired from the Seller as compensation, without prejudice to any other actions which he would be entitled to bring against the Buyer.
6.2 : By exception, if the Seller opts to provide storage of the equipment in the premises of OPHTAZON, OPHTAZON assumes in this case the risks associated with the storage of the material. The risks that may inherently result from the material (explosion, fire, or other disaster from stored equipment) remain at the Seller's expense.
6.3 The transfer to the Buyer of the risks of loss and deterioration will be carried out as soon as the price is collected by OPHTAZON.
The Seller certifies by acceptance of these that he insures at his own expense the material, for the risks intrinsic to the equipment, until the full payment of the sale price by the Buyer.
OPHTAZON only provides the equipment it has custody of.
OPHTAZON, or the subcontractors of the latter, justify at any time, at the request of the Seller, the purchase of liability insurance covering the damage caused to the goods handled and transported, to persons in the Premises of the Seller and to the Seller's buildings as a result of handling operations.
6.4 The Buyer is obliged to have the products ordered insured, at his own expense, by ad hoc insurance, until the delivery is received, without prejudice to the insurance related to transport.
6.5 Transportation is provided either by OPHTAZON or by the Purchaser if the buyer chooses its own carrier.
If the equipment is transported by the OPHTAZON carrier, OPHTAZON does its business with the carrier it has chosen, a possible transportation dispute.
If the equipment is transported by the carrier chosen by the Purchaser, it will be up to the purchaser to make the necessary reservations or to initiate the remedies that it would consider useful to its carrier, as OPHTAZON cannot be responsible in any way. Risks are transferred to the Purchaser and its carrier as soon as the equipment is loaded.
ARTICLE 7 - ACCEPTANCE OF ORDERS
OPHTAZON is hired only after express acceptance by email or other written means of the purchaser's order, by confirmation of the availability of the product and its price and by the receipt of the first payment of the Purchaser as a deposit OR of the full payment of the price. OPHTAZON is bound by the commitments of its representatives or employees only subject to written and signed confirmation from its legal representative.
When the order is made for several items presented on the OPHTAZON platform, acceptance is made for each product separately, with no obligation to deliver the entire order at once.
ARTICLE 8 – ANNULATION DE COMMANDE
No orders can be cancelled and refunded in full or in part if the price has been paid in full or if the delivery has already been made or if the Seller has already shipped the product to OPHTAZON or the Purchaser. In all these assumptions the Purchaser will be liable for the full price of the order as well as the ancillary costs charged to him.
In the event of cancellation by the purchaser, and apart from the assumptions referred to above, the purchaser will be liable to OPHTAZON as compensation, amounting to twenty per cent (20%) price of the order, and bank fees incurred by OPHTAZON if applicable. If deposits have been paid, these sums will be deducted from their restitution, by derogation from Article 1590 of the Civil Code.
In the event of cancellation due to the Seller, while an order is in progress, in contravention of articles 2.11 and 3.3 of these, the seller will be liable to OPHTAZON as compensation of 50% of the sale price agreed with the Purchaser as well as bank charges incurred by OPHTAZON if applicable.
OPHTAZON may cancel any current order, at no other cost to it, other than the return of the sums collected as such, in the event that the technical control as provided for in Article 9.1 of these makes appear a defect preventing the proper functioning of the Material.
ARTICLE 9 : CONTROLE TECHNIQUE ET GARANTIE OPHTAZON
9.1 This service is only applicable if the material is SOLD IN option 2 under Article 2 of these articles. In the case of Option 1, the material cannot be guaranteed by OPHTAZON the sale taking place directly between the seller and the buyer and the equipment not being deposited at OPHTAZON or controlled upstream by OPHTAZON.
Under Option 2, OPHTAZON offers a 6-month warranty on equipment controlled by its care or by a person authorized and mandated by OPHTAZON, and not sold by a professional manufacturer on its platform. This warranty is only valid on equipment with a production date of less than 8 years. This guarantee only covers the checkpoints in the technical control minutes.
9.2 OPHTAZON provides technical control of the goods before shipping to the purchaser
Technical inspection can be carried out on the Seller's website for any equipment with a market value of more than 5000 euros. For goods worth less than 5000 euros, the technical check is carried out in the premises of OPHTAZON. The technical inspection is carried out by reference to the technical specifications of the specifications of the Equipment Manufacturer. If the equipment's compliance with specifications is satisfactory, a compliance report of the equipment is prepared by OPHTAZON and signed by the Seller.
If the compliance check on the computer equipment proves unsatisfactory, a report of the condition of the equipment is prepared mentioning the checkpoints and imperfections found. This minutes are signed by OPHTAZON and the Seller. It is brought to the attention of the Purchaser. The Purchaser has 72 hours to indicate whether he wishes to acquire the equipment at a lower price or forego the sale.
If this control reveals a defect preventing the proper functioning of the OPHTAZON Material establishes a report showing the results of the inspection and the reasons preventing the sale from being carried out. This Minutes is brought to the knowledge of the Purchaser and the Advertiser-Seller.
9.3 La garantie prend effet à compter de la date de facture acquittée émise par OPHTAZON.
This warranty is not intended to apply to optical fibers, ultrasound probes and other wear parts. This guarantee is only valid if the material is used by the Buyer following the manufacturer's recommendations and under climatic conditions recommended by the manufacturer that do not compromise the technical efficiency of the equipment.
The cost of returning the equipment during the warranty period will be borne by the buyer.
9.4 : This warranty is not exclusive to a manufacturer's warranty, if it is still in progress. In this case, it is up to the Purchaser to enforce this manufacturer's warranty. If this guarantee was not mobilized in the month of the discovery of the defect, OPHTAZON is subrogated in the rights of the Purchaser to act against the manufacturer.
ARTICLE 10 - TRANSPORT - DELIVERIES - INSTALLATION-TRAINING
10.1 The buyer is free to choose the carrier he wants. OPHTAZON will inform the purchaser of the availability of parcels in its offices for removal. A request for a transport quote must be made to OPHTAZON before the sale is completed, if the purchaser does not wish to take his own carrier.
10.2 In the event that OPHTAZON uses its own carrier, the transport of OPHTAZON's goods to the purchaser is carried out by OPHTAZON carrier within the time stipulated by OPHTAZON when accepting an order.
Delivery is effective upon receipt of the product by the purchaser or when the order is made available within the premises of OPHTAZON and this for the carrier designated by the purchaser.
In the event that the purchaser chooses another carrier, the carrier authorized by the Purchaser must withdraw all the products it has ordered from OPHTAZON's warehouses within eight (8) days of their availability. After this period, he will be charged a fixed child care fee of 50 euros per parcel per month, without prejudice to any other requests that OPHTAZON may make in this regard. It is specified that OPHTAZON cannot be held responsible for any damage, deterioration, loss, theft that could occur on the products, which must be insured by the Purchaser in accordance with Article 6 of these.
10.3 OPHTAZON cannot be held liable in the event of a delay or suspension of delivery attributable to the Purchaser.
10.4 OPHTAZON does not deliver or install products on its platforms by a professional manufacturer unless OPHTAZON agrees.
10.5 Installation of the equipment by the Purchaser If the material is sold by a non-Manufacturer Seller: OPHTAZON undertakes to provide the Customer with all the necessary explanations and details that can enable him to proceed with the installation of the delivered material.
If the material is sold by a Manufacturer Seller: Manufacturer's CGVs alone are applicable.
10.6 Installation of equipment by OPHTAZON
This service is optional. A request for a quote, including the travel costs of the technician or technicians, must be made before the service is completed. If the request is made after delivery, the equipment warranty date will always start on the OPHTAZON invoice date and not on the installation date. The benefit will be paid in advance.
10.7 Training on equipment ordered on OPHTAZON
This service is optional. A quote request, including the travel expenses of the technician or technicians and the training costs, must be made prior to completion of the service. The benefit will be paid in advance.
ARTICLE 11 - DELIVERY TIMES
11.1 Delivery times begin to run after OPHTAZON accepts the order. They are given only as an indication and are mentioned on the OPHTAZON invoice. Exceeding them may not result in compensation, penalties or damages, or cancellation of outstanding orders.
11.2 War, strikes, transport disruptions, equipment shortages, natural disasters and all cases of force majeure as held by the French courts suspend delivery times for at least the same period as the force majeure event.
OPHTAZON cannot be held liable in any case in the event of a delay or suspension of delivery due to the Purchaser or in the event of force majeure.
In the event that the purchaser selected its carrier alone, the delivery will be made by notice of availability in the premises of OPHTAZON or the Seller, responsible for the Buyer to arrange the transport, the products traveling at its peril.
If the Purchaser chooses to use the carrier OPHTAZON, the delivery is effective when the product is delivered to the Purchaser or the recipient identified and designated by the purchaser.
Similarly, in the event of specific requests from the Purchaser regarding the conditions of packaging or transport of the products ordered, duly accepted in writing by the Supplier, the costs associated with them will be subject to a specific supplementary billing.
ARTICLE 12- IMPREVISION
To the extent that each sale constitutes a single contract and the commercial relationship is not, by nature, successive or repetitive, the Seller and the Client expressly exclude the legal regime of unprevisioned under article 1195 of the Civil Code and renounce the provisions of Article 1195 of the Civil Code and the unprevisioned regime provided for it. , pledging to assume their obligations even if the contractual balance is disrupted by circumstances that were unpredictable at the time of the closing of the sale, even if its execution would prove excessively expensive and bear all the economic and financial consequences.
ARTICLE 13 - RECEPTION
13.1 The Purchaser or his agent must verify the compliance of the products delivered at the time of receipt. Before signing the delivery voucher, he must indicate on it any reservations he wishes to make about any anomaly concerning the delivery (deteriorated parcels, missing parcels, open or unsecured parcels, error, damaged product, etc.). In the absence of reservations expressly issued by the Purchaser during delivery, the products issued by OPHTAZON will be deemed to be compliant in quantity and quality to the order.
The Purchaser will have 7 days from the delivery and receipt of the products ordered to issue, by registered mail with acknowledgement, such reservations with OPHTAZON. No claim can be validly accepted if the Purchaser does not comply with these formalities. Any claim must be accompanied by concrete elements such as the reservation filed with the carrier, photographs demonstrating the harm or any other evidence that could justify the claim.
13.2 The product quality description is defined by technical specifications alone, with the exception of any other document of any kind.
13.3 No claims regarding non-compliance with the delivery will be admitted if it reaches OPHTAZON after eight 8 days after receipt of the products. The material will be specifically expertized by OPHTAZON. It will be repaired if it is repairable and then re-re-unsealed at OPHTAZON's expense. In the event that the material is irreparable, and OPHTAZON's fault is demonstrated, the equipment will be refunded. Any claim made without respect for the above conditions cannot be accepted and the buyer's liability will then be fully engaged.
13.4 In the event of apparent defects or non-compliance of the products duly proven by the Purchaser and recognized by OPHTAZON as being subject to the points validated during its technical inspection, OPHTAZON will proceed as soon as possible and at its expense to establish a refund for the benefit of the Purchaser of an amount equal to the price of the products returned within 2 months of the date of receipt of the package by OPHTA. In this case, the Purchaser will be required, at his own expense, to return the product to OPHTAZON. In the event of apparent defect or non-compliance of the products duly proven by the Purchaser, recognized by OPHTAZON, but not subject to the points validated during the technical inspection of OPHTAZON, the Purchaser will have a direct remedy against the Seller Advertiser and/or the Manufacturer of the product, without being able in this case to be able to seek OPHTAZON's liability.
ARTICLE 14 - HIDDEN DEFECTS
14.1 : When the material is put online by a non-manufacturing seller:
In accordance with Article 9, OPHTAZON carries out a technical check of the goods.
The contractual guarantee under Article 9 of these articles relates only to the points controlled by OPHTAZON. As an exception to Article 1648 of the French Civil Code, with regard to sales between medical professionals, the Equipment Seller is only required to guarantee hidden defects not apparent to the technical control minutes carried out by OPHTAZON and not apparent to the delivery, for a period of one month from the date of their delivery. If the defects relate to checkpoints mentioned in the technical inspection carried out by OPHTAZON, the guarantee is limited to the contractual guarantee of 6 months (if the equipment is less than 8 years old, the date of manufacture serving as a reference).
It is up to the Purchaser to provide any justification as to the reality of the defects or anomalies found. He should give OPHTAZON every facility to identify the defects and, if necessary, remedy them. In the event of a return of the goods to OPHTAZON, the Seller or the Manufacturer, the Purchaser will be required, at his own expense, to return the product to OPHTAZON, the Seller or the Manufacturer as appropriate.
In the event of a hidden defect duly found by OPHTAZON and recognized by the Seller the Purchaser will have the choice between obtaining a credit to be earned on another similar material or the return of the price, excluding any other compensation of any kind.
14.2 : When the material is uploaded to the OPHTAZON Platform by a Manufacturer Seller: Non-compliance or the presence of hidden defects for a product directly sold by its manufacturer via the OPHTAZON platform, cannot in any way engage the responsibility of OPHTAZON. Where the Seller is a Manufacturer, it is his responsibility to have his terms and conditions accepted by the Purchaser. Only its conditions of guarantees and remedies are applicable. The purchaser has, in this case, a direct remedy against the Manufacturer under the conditions of the manufacturer.
ARTICLE 15 - RESPONSIBILITY
15.1 OPHTAZON will inform the Purchaser, on its application only, of the essential characteristics of the products and in particular their conditions of use. The purchaser being a professional admits to having all the competence to appreciate the qualities of the material he acquires and to have read the requirements and descriptions of the manufacturer.
15.2 Under no circumstances can OPHTAZON be liable for any damage caused by abnormal conditions of use of the products. Similarly, OPHTAZON cannot be held liable in the event of damage caused by fault, negligence, omission, failure or misrepresentation of the Purchaser or one of its agents.
15.3 Neither the Seller nor OPHTAZON can be held responsible for the breach of the sales contract in the event of a case of force majeure within the meaning of Article 1218 of the Civil Code, such as events or incidents beyond the will of the Seller and/or OPHTAZON and, in particular, but without this list being exhaustive, strikes, social unrest, riots, floods, accidents, fires, shortages of equipment, fault, negligence or omission of a third party over which neither the Seller nor OPHTAZON have any control and supervision power.
Express convention, constitutes a case of force majeure, war, strikes, interruption of transport, shortage of equipment and raw materials, natural disasters, labour disputes, mobilization, requisition, embargo, prohibition of transfer of foreign exchange, insurrection, general lack of supplies, restrictions on energy use and all cases of force majeure as held by the French Courts. The Party noting the event must immediately inform the other Party of its inability to perform its performance and justify it to it. The suspension of the obligations cannot in any way be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or late penalties.
The performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed a period of one month (1). Therefore, as soon as the cause of the suspension of their reciprocal obligations disappears, the Parties will make every effort to resume the normal performance of their contractual obligations as soon as possible. To this end, the Prevented Party will notify the other of the resumption of its obligation by recommended letter with request for notice of receipt or any extrajudicial act.
During this situation, the Parties agree that the costs incurred by the situation will be halved.
15.4 La responsabilité d’OPHTAZON ne saurait en aucun cas être engagée en cas de dommages indirects, tels que manque à gagner, pertes d'exploitation, perte de profit, perte de chance, dommages ou frais qui pourraient survenir du fait de l'achat, de l'installation ou de l'utilisation des produits mis en vente par un Annonceur.
15.5 Non-compliance or the presence of hidden defects for a product directly sold by its manufacturer via the OPHTAZON platform, cannot in any way engage the responsibility of OPHTAZON. Subject to the conditions set out in Article 9 of these, the Purchaser declares that it will forego any recourse against OPHTAZON on the grounds of design or manufacturing defects making its personal case of any claim against the equipment manufacturer.
15.6 As long as the equipment is issued to the Purchaser, OPHTAZON cannot be held liable for damages or accidents directly or indirectly related to their use or tolerance of use.
15.7 The Purchaser is committed to ensuring that the site is developed in accordance with the technical instructions of the equipment put online or distributed by the Manufacturer, relating to connections to networks, electrical and telephone connections, air conditioning, flooring and technical insulation.
15.8 The Purchaser undertakes to use the equipment sold in accordance with the Manufacturer's recommendations and instructions for use, instructions and maintenance, as well as any recommendations of OPHTAZON following the technical inspection. In the event of the equipment being moved during the contractual guarantee, the Purchaser undertakes to inform OPHTAZON at least 15 days in advance in order to allow it to give any useful instructions. In the event of any outages during the contractual guarantee, the Purchaser will have to record them on a notebook made available to OPHTAZON which will indicate the nature of its interventions.
15.9 The Seller Advertiser certifies that it has full ownership of the material it sells on the OPHTAZON Platform. As a result, he retains full legal responsibility as a Salesman.
ARTICLE 16 - FORCEE EXECUTION
In derogation from the provisions of Article 1221 of the Civil Code, the Parties agree that in the event of a breach of any of the Parties' obligations, the Party affected by the failure will not be able to request its enforcement in kind.
ARTICLE 17 - EXCEPTION FOR NONEXECUTION
It is recalled that under Article 1219 of the Civil Code, each Party may refuse to carry out its obligation, even though it is due, if the other Party does not carry out its obligation and if this non-performance is serious enough, that is, likely to call into question the continuation of the contract or fundamentally upset its economic balance. The suspension of execution will take effect immediately, upon receipt by the Failing Party of the notice of default sent to it to this effect by the Party victim of the failure indicating the intention to apply the exception of non-performance until the defaulting Party has corrected the breach found, served by letter recommended with request for notice of receipt or on any other lasting written support to spare proof of the mailing , within one month.
This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not carry out its obligations at maturity and that the consequences of this breach are serious enough for the Party affected by the failure.
This faculty is used at the peril of the Party that takes the initiative.
The suspension of execution will take effect immediately, upon receipt by the alleged failing Party of the notification of the intention to apply the preventive non-performance exception until the alleged defaulting Party performs the obligation for which an upcoming breach is manifest, served by recommended letter with request for notice of receipt or on any other written durable medium to spare proof of the shipment.
ARTICLE 18 - INTELLECTUAL PROPERTY
18.1 All texts, comments, works, illustrations, drawings, plans, production records and images reproduced on OPHTAZON documents, as well as those documents, including catalogues in their overall presentation and distinctive elements, are the full property of OPHTAZON, unless otherwise stated, and are thereby protected in accordance with the intellectual property code.
18.2 Any previously authorized use by OPHTAZON constitutes infringement and is sanctioned under intellectual property.
18.3 OPHTAZON will not be responsible for the non-compliant use of third parties' communication media for the materials offered for sale by advertisers.
18.4 The seller guarantees OPHTAZON against any action, claim or objection that a third party would make on the basis of an intellectual property and/or copyright right which it owns, as long as that third party proves that such a right is applied. The seller guarantees that, as of the date of the Advertisement, there are no claims under the intellectual property of which he is aware.
18.5 OPHTAZON guarantees the Purchaser against any claim that a third party might make on the basis of an intellectual property and/or copyright right it owns, provided that the third party proves that such a right is applied.
18.6 In the event that the product in the state in which it is sold is the subject of such a claim, OPHTAZON should at its own expense and at its sole choice: either obtain for the company or companies concerned the right to use the product in question, or modify the product so that it is no longer in violation if however such a change is possible, or provide another product , either take back the product and credit the Buyer with the price paid by him when purchasing that product. If this is not made possible within a reasonable time, the Purchaser will have the option to retract or request a price reduction.
Compliance with the above provisions is subject to the condition that the Purchaser immediately notified OPHTAZON in writing of the third party's claims, without any recognition of the infringement.
18.7 The Purchaser's claims will be inadmissible if the latter is the source of the infringement of intellectual property rights.
18.8 OPHTAZON will not be responsible for the purchaser's non-compliant use of the rights of third parties of its products.
ARTICLE 19 - CONFIDENTIALITY
In general, parties cannot communicate or transfer documents, knowledge and information, tools, samples, models, sketches, drawings, forms, manuscripts, and other technical documents, regardless of the medium, to third parties without the written consent of the relevant Party or use such information for purposes other than the purpose of the contract.
This provision does not apply to information that, at the time of receipt, was already known to the Receiving Party or that was provided to it by a third party.
ARTICLE 20 DATA PROTECTION
OPHTAZON is committed to complying with and enforcing by its subcontractors all the provisions of Law 78-17 of 6 January 1978 amended transposing the European Regulation 2016/679 of 27 April 2016 relating to the protection of personal data. The Advertiser, Seller or Buyer, declares that it accepts the collection, processing and retention of personal data about it, in that it is necessary to register and publish advertisements on OPHTAZON's online platform and to execute the contract with OPHTAZON.
20.1. Collecting personal data In order to enable the implementation of the services offered by the OPHTAZON platform, the personal data collected are:
This personal data will be retained until the user account is deleted. If OPHTAZON no longer has a legal existence as a result of an amicable or judicial liquidation, the customer will be notified of the removal of his ads and data within 90 days. With a view to a possible legal action, certain information may be retained for up to five (5) years following the deletion of the user account.
20.2. Use of personal data The purpose of personal data collected from users is to make the platform's services available, improve them and maintain a secure environment. Specifically, the uses are:
- User access and use of the platform;
- Managing the operation and optimizing the platform;
- Checking, identifying and authenticating data transmitted by the user;
- Offer the user the ability to communicate with other users of the platform;
- Implementing user support;
- Personalizing services by displaying ads based on the user's browsing history, depending on their preferences;
- Preventing and detecting fraud, malware, and managing security incidents; Management of potential disputes with users;
- Sending commercial and advertising information, based on the user's preferences.
20.3. Sharing personal data with third parties Personal data can be shared with third-party companies in the following cases:
- When the platform uses the services of providers to provide user support and advertising. These providers have limited access to user data, as part of the performance of these services, and have a contractual obligation to use it in accordance with the applicable regulations on the protection of personal data;
- If required by law, the platform can transmit data to respond to claims against the platform and comply with administrative and judicial procedures;
- If the platform is involved in a merger, acquisition, disposal of assets or legal redress procedure, it may be required to divest or share all or part of its assets, including personal data. In this case, Advertisers who have created their account will be notified, before the personal data is transferred to a third party.
20.4. Security and privacy The platform implements digital security organizational, technical, software and physical measures to protect personal data from unauthorized tampering, destruction and access. However, it should be noted that the internet is not a completely secure environment and the platform cannot guarantee the security of the transmission or storage of information over the Internet.
20.5. Implementing user rights Under the regulations for personal data, users have the following rights:
- They can update or delete their data by logging in and setting up the settings of that account;
- They can delete their account by writing to the following email address: firstname.lastname@example.org It should be noted that information shared with other users, such as posts, can remain visible to the public on the platform, even after their account has been deleted;
- by writing to the following email address: email@example.com . and by justifying their identity, individual users of OPHTAZON platforms can:
- exercise their right of access, to find out the personal data about them,
- If the personal data held by the platform is inaccurate, request the information to be updated,
- request the removal of their personal data in accordance with applicable data protection laws. The body to control these obligations in France is the National Commission for Information Technology and Freedoms located 3 place de Fontenoy - TSA 80715- 75335 Paris Cedex 07, with which the person concerned has a right of claim.
20.6. Evolution of the clause The platform reserves the right to make any changes to this personal data protection clause at any time. If an amendment is made to this personal data protection clause, the platform undertakes to publish the new version on its website. The platform will also notify users of the change by email, within a minimum of 15 days before the effective date. If the user does not agree with the terms of the new drafting of the personal data protection clause, he has the option to delete his account.
ARTICLE 21 - NOTIFICATIONS
Notifications made regarding UCGs will be validly made by recommended letter with a request for notice of receipt sent to the contact information indicated by the Advertiser when creating or updating its account.
Any change of address of the Advertiser will have to be notified to OPHTAZON.
Notifications made by recommended letter with request for notice of receipt will be presumed to have been made on the date of their first submission to the recipient.
ARTICLE 22 - CHALLENGES
22.1 These terms and conditions of sale are exclusively governed by French law.
22.2 Only the Courts located in the jurisdiction of OPHTAZON's head office, regardless of the terms of sale and settlement, regardless of the terms of sale and payment, in the event of a warranty appeal or plurality of plaintiffs or defendants, will be competent in the case of disputes of any kind, such as disputes relating to the present terms of sale and use of an order.