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General sales conditions

PREAMBLE. 
These general terms and conditions apply automatically to any order and any delivery made by S.A.R.L NOVETECH SURGERY, whose products and services are exclusively veterinary. The taking of an order implies the express and unconditional acceptance of these general conditions. All translations made from this document have for objective only a better understanding of our general conditions by our foreign customers. Only the French version is authoritative.

1. CONTRACT - CONSEQUENCES - CONTESTABILITY.
1.1. The present General Conditions of sales shall apply for all provisions not otherwise specifically agreed upon in writing by both parties. They rule out any contrary clause formulated in whatever way, in any of the Buyer's documents, unless the Seller has expressly accepted them in writing.
1.2. The parties shall be deemed to have entered into the contract when the Seller sends his regular and written acknowledgment of receipt of the order.
1.3. Unless otherwise provided, offers shall remain valid for a period of two weeks from date.

2. PRICE.
2.1. The prices of the goods sold are those in force on the day of the order. They are denominated in euros and calculated net of tax. As a result, they will be increased by the VAT rate and the transport costs applicable on the day of the order.
2.2. S.A.R.L NOVETECH SURGERY grants itself the right to modify its price at any time. The appearance of a new price list shall put into question any special agreement. However, it undertakes to invoice the goods ordered at the prices indicated at the time of registration of the order.

3. DELIVERY TIME.
3.1. The delivery is made either by direct delivery of the goods to the Buyer or by shipment at the place indicated by the Buyer on the order form.
3.2. Details of postage and packing are given purely for information and may be subject to modifications.
3.3. The deadlines are given as an indication, they are ex works or deposit of the Seller. Consequently, any reasonable delay in the delivery of the products cannot give rise to the benefit of the Buyer to the award of damages or the cancellation of the order.

4. QUALITY - QUANTITY - WEIGHT.
4.1. The goods are manufactured and supplied with customary tolerances on weight and on size unless otherwise duly agreed in writing by the Seller.
4.2. Taking into account imperative needs of production, the Seller may supply and invoice within a 10% minus or plus weight margin compared to the quantities ordered.

5. TRANSFER OF RISKS.
5.1. The delivery and the assignment of risk is the customer’s responsibility once the products leave our shops. 
5.2. The pick-up and delivery assign the risk to the Buyer without prejudice to the clause of the reservation of the title. In the case of damage or loss of goods during shipment it rests with the consignee to make any claims arising therefrom.
5.3. The Buyer makes arrangements to have our products preserved and kept in the appropriate sterile conditions. 

6. PAYMENT - RETENTION OF TITLE.
6.1. Unless otherwise specified by the seller in his written acknowledgment of receipt of the order, our invoice shall be paid in Euros in full on delivery without any discount at the shipment or when it is made available in the event that the buyer carries out the transport himself.
6.2 The payment of orders is made by bank transfer to S.A.R.L 
NOVETECH SURGERY. All other methods of payment will not operate either to change or derogate to our conditions of payment. 
6.3. The invoice shall state the date on which the payment must have been available to us.

6.4. Default of payment of part of the price on the corresponding due date shall entail ipso jure the following consequences without prior notice being required:
—Penalties will be immediately applicable on amounts due at a rate equal to three times the rate of legal interest.

—A fixed fee of €40 will be applied for debt collection costs.
These penalties for delay are due without a recall being necessary. 
6.5. Likewise, any single delay in payment renders immediately due the payment of all the other invoices, even, if they have given rise to the issue of negotiable instruments which have already been transferred or negotiated. Further, the Seller shall have the option in this case to suspend or to cancel the execution of orders in progress without having to give any prior notice.
6.6. Title to goods sold shall not pass to the Buyer until full payment of the price, e.g. the principal sum and any other charges, has been made.
For the length of the reservation of the title, the Buyer is responsible for any risk of loss damages even if due to an act of God or injury from a third party. The Buyer must take a comprehensive insurance as far as the products are concerned. In the case of deterioration or loss of the product, the payment from the insurance company shall be payable to our company, otherwise recourse will be taken against the Buyer. 
6.7. The failure to make timely payment shall entitle the Seller to assert his title to the goods or to claim the payment from the Buyer. Notification to the Buyer of any such measures by formal notice with acknowledgment of receipt shall be deemed sufficient. The Buyer must render the Seller every assistance the latter may need, if he is led to take measures to protect his title to the goods.

7. INTELLECTUAL PROPERTY.
7.1. Products, designs, models, plans, specifications and in general all information and documents of any kind delivered or sent to the customer are the exclusive intellectual property of S.A.R.L NOVETECH SURGERYand cannot therefore be disclosed or executed without the written permission of the latter. They must be returned upon the request of the S.A.R.L NOVETECH SURGERY, expect for paid products with property transfers. 
7.2. It is also recalled that all drawings, designs and plans belong to S.A.R.L NOVETECH SURGERY, which enjoys an intellectual and artistic property right over all its products. The customer acknowledges that any infringement, plagiarism or total or partial reproduction may be sanctioned by criminal and / or civil convictions at the discretion of S.A.R.LNOVETECH SURGERY. This clause survives upon the termination of the contract.

8. DISPUTES AND JURISDICTION.
These general sales conditions and any special clause expressly agreed upon are the law of contract of the parties.
8.1 Any claims on goods, the Buyer may have to set up, do not excuse him from paying the invoices when due.
8.2 Any dispute to which an amicable settlement has not been reached shall be settled by the Commercial Court of Monaco, having exclusive jurisdiction even in the event of a third party notice or of an appeal with more than one defendant. Monegasque law shall be applicable to the contract.

9. GUARANTEE LIMIT TO DAMAGES.
9.1. Claims concerning quality, size and/or apparent defects are bound to be formulated in writing within five days from the date of receipt by the consignee and before the goods underwent any further processing.
9.2. Claims based on a hidden defect must be set up in writing within a month from the date on which the defect had been detected and at the latest within six months of delivery.
9.3. The Sellers liability shall be limited to the replacement of the defective goods or, at his option, to the refunding of the invoiced price.
9.4. In the event that one of the parties should be found liable to the other for damages, the total liability shall not exceed the damages that the party at fault might reasonably have foreseen at the time of entering into the
contract.

10. LIMITING CLAUSE.
10.1. The liability of the parties is suspended in any case of prevention beyond their control, such as strikes, lock-outs, failures of equipment, fires, interruptions of transport, etc.

11. TERMINATION OF CONTRACT.
11.1. Either party may terminate the contract by rights in the event that the solvency of the other might be reduced by some relevant facts.
11.2. Cancellation of an order shall not be permitted without the Seller having confirmed his agreement in writing and shall be conditioned on Buyer's payment of all sums agreed upon.
11.3. Termination of the contract for any reason whatever, shall have no effect on out-standing debts between the party, as well as on the intellectual property clause.