1 – Scope of application
1.1 These general conditions of sale and service (hereinafter the “General Conditions”) constitute, in accordance with Article L.441-6 of the French Commercial Code, the basis of the business relationship between the parties.
1.2 They are intended to define the conditions under which the company ACNIS International supplies its products (hereinafter the “Products”) and delivers its services (hereinafter the “Services”) to its professional buyers (hereinafter the “Customers”).
1.3 In the event of a discrepancy between these General Conditions and the Customer’s General Conditions of Purchase, the parties agree that these General Conditions shall take precedence in their entirety.
1.4 The specifications mentioned in the brochures, printed marketing materials and documentation originating from ACNIS International are provided solely for information purposes and are for reference only.
2 – Orders
2.1 Product features are as they appear on the purchase order agreed by the two parties and/or the ACNIS International offer. Orders for Products or Services (hereinafter the “Orders”) must be confirmed in writing or executed by ACNIS International.
The sale is completed and/or the contract formed (hereinafter the “Contract”) only following written confirmation or execution of the Order by ACNIS International.
2.2 From the date on which the Contract is formed, the Customer may not cancel or change the Order without the written consent of ACNIS International. Any modification of the initial order by the Customer shall be regarded as a change to the offer, and ACNIS International does not have to honour the Order if it does not wish to do so.
2.3 In accordance with the usual trade practice, ACNIS International reserves the right to deliver quantities that may differ from the quantity ordered by plus or minus 10%. The Customer undertakes to pay the price corresponding to the quantity delivered.
3 – Prices
3.1 Prices quoted are for unpackaged Products, weighed when leaving the factory and excluding tax (customs duties, VAT and sundry taxes). Prices are calculated based on the laws, regulations, practices, levies, taxes and transportation conditions in effect on the date of closing the sale. They are quoted per kilo or per metre, unless otherwise agreed between the parties in the Order.
3.2 Prices are set in euros unless expressly agreed otherwise by ACNIS International and the Customer. If the quotation is made in a different currency, it is based on the exchange rate of that currency against the euro at the date of written acceptance of the Order.
3.3 ACNIS International reserves the right to amend its rates at any time, after notifying Customers in advance, except for Orders in progress. The applicable prices are therefore those that are current on the date the Order is placed by the Customer.
4 – Delivery – Shipping – Receipt
4.1 Unless otherwise agreed, the Products sold by ACNIS International are shipped at the Customer’s risk, from when they leave ACNIS International’s warehouses until they arrive at the delivery point agreed by the parties. At the Customer’s request, ACNIS International will be able to provide a carrier’s name.
4.2 In the event of delay, or damaged or missing Products, the Customer shall note the usual reservations on the delivery slip, and within three days send written confirmation to the carrier by registered letter, return receipt requested, with a copy to ACNIS International (Article L.133-3 of the French Commercial Code). Split deliveries may be made, without the Customer being able to raise any objections.
4.3 Without prejudice to the measures to be taken by the Customer with regard to the carrier (see paragraph above), any claim by the Customer regarding apparent defects and/or the nonconformity of Products with the order (including incorrect quantity or part numbers), can only be assessed if it is made in writing, by registered letter with acknowledgement of receipt within ten (10) working days of receipt of the Product. After this deadline, the Products delivered shall be deemed as complying with the terms of the order and no claim regarding apparent defects or the conformity of the Products delivered can be considered by ACNIS International. It is up to the Customer to provide all the supporting documents relating to the reality of the defects or non-conformities noted.
5 – Delivery times
5.1 Delivery times are given for guidance only. They depend, among other things, on the order of arrival of the orders, supply capacity and the availability of carriers.
5.2 Delays shall not constitute grounds for claiming from ACNIS International any penalties or compensation (including administrative costs) or cancellation of the Order by the Customer, unless otherwise agreed between ACNIS International and the Customer.
6 – Returning Products
6.1 Any returns are subject to prior written agreement by ACNIS International. The costs and risks of returns are the Customer’s responsibility, except in the case of a mistake or defect directly attributable to ACNIS International.
6.2 If the parties fail to reach an agreement on product conformity, they shall seek a jointly agreed assessment from the laboratory they have chosen by mutual agreement. In the absence of a mutual agreement, the Products shall be assessed by the independent laboratory accredited by the CRITT public authorities.
6.3 Laboratory testing of Products delivered must be carried out within fifteen (15) days of receipt of the Products; if not, the Customer shall be deemed to have waived its right to have the Product assessed.
7 – Payment
7.1 Subject to the special conditions listed on the offer confirmation, Products are payable no later than thirty (30) calendar days from the invoice issue date.
7.1 Payment of the invoice must be made net without any compensation or discount and ACNIS International shall not bear the cost of any bank fees other than those charged by its own bank.
7.3 Any sum unpaid at the due date appearing on the invoice shall, from the day following the payment date on the said invoice, automatically result in (i) late payment
fees equal to the interest rate applied by the European Central Bank in its most recent refinancing operation, plus ten (10) percentage points and (ii) a lump sum payment of forty (40) euros for recovery costs.
7.4 In the event of non-payment of a sum at the due date as indicated in Article 7.3, payment of all the other sums owed by the Customer shall immediately become due, even if they are covered by accepted bills.
7.5 for the first delivery, payment is made before shipment, and subsequent conditions are subject to acceptance of the Customer by the credit insurance at the time of ordering. If the Customer’s financial situation calls this insurance into question, ACNIS International has the right to refuse the sale or make it conditional on the provision of additional guarantees.
8 – Retention of title
8.1 ACNIS International reserves full ownership of the Products until the price – principal and ancillary costs – has been paid in full by the Customer, bearing in mind that all risks are transferred to the Customer at the agreed incoterm and no later than the Customer’s delivery point
9 – Force majeure
9.1 Upon the occurrence of an event of force majeure (an unforeseeable, unavoidable and external event), ACNIS International reserves the right to suspend, in whole or in part, the fulfilment of Orders, until the force majeure event has ended. By force majeure events, the parties mean events such as strikes affecting all or part of the ACNIS International sites, cessation or reduction of its energy supply or raw materials, fires, floods, etc.
10 – Liability – Guarantee
10.1 Products supplied by ACNIS International are guaranteed against any material defects for a period of six (6) months from the time they are delivered to the Customer’s premises or made available for collection at the ACNIS International warehouses.
Under this guarantee and in the event that ACNIS International’s liability is imposed, ACNIS International’s liability shall be limited to the replacement of Products acknowledged to be faulty by ACNIS International, to the explicit exclusion of any other compensation.
Pursuant to this guarantee, in the event of a replacement, the Products deemed to be faulty shall remain the property of ACNIS International.
Defects or damages caused by normal wear, external accident, abnormal use, incorrect or improper storage or warehousing, as well as Product modifications not provided for or specified by ACNIS International in the special conditions, are excluded from the guarantee.
10.2 ACNIS International shall in no event be liable for any indirect and/or intangible damage that may be caused by the Products and/or Services, such as labour costs, operating losses, loss of turnover, orders, customers, damage to image, any claim by a third party, etc.
10.3 In any event, ACNIS International’s liability is limited (i) to direct losses caused to the Customer that are exclusively attributable to the Products and/or Services, and (ii) to double the pre-tax amount actually paid by the Customer for the Products and/or provision of the Services concerned.
10.4 In the absence of any explicit, special agreement, the Customer shall remain solely liable for the use of Products supplied by ACNIS International and their suitability for the intended purpose. The Customer, as a professional, undertakes to take out its own insurance to provide sufficient cover for its activity.
10.5 No information provided by ACNIS International, in line with the distributors’ requirement to inform and advise purchasers, shall ever make it into a co-designer or co-manufacturer of the finished assembly in which the Products are used.
10.7 For any use of the Products in the medical field, the Customer waives all rights to make any claims against ACNIS International and undertakes to obtain the same waiver from its insurers for any sum that exceeds ACNIS International’s liability limit. This applies in particular to the removal/replacement of prostheses.
11- Code of conduct
ACNIS International undertakes to implement practices that comply with local and international regulations, particularly those relating to human rights, child labour and the fight against corruption.
12- Applicable law and jurisdiction
12.1 These General Conditions are subject to French law, it being stipulated that application of the United Nations Convention on Contracts for the International Sale of goods is expressly excluded.
12.2 In case of any dispute regarding the interpretation, validity, execution and cancellation of the General Conditions, and if an amicable solution cannot be found, the Commercial Court of Lyon shall be the sole competent authority, even in the case of a claim under warranty or in the event of multiple defendants.
13 – Language
13.1 These General Conditions can be translated for the Customer’s convenience.
13.2 Between ACNIS International and a French Customer, only the French version of these General Conditions of Sale shall have binding legal value. Between ACNIS International and a foreign Customer, only the English version of these General Conditions of Sale shall have binding legal value.
14 – Severability clause
14.1 In the event that any of the provisions of these Conditions should be cancelled by a competent authority, the provision in question would be deemed to be unwritten, while all the other provisions would remain in force between the parties.
14.2 ACNIS International and its Customer will negotiate in good faith with a view to drawing up a new clause to replace the one that has been cancelled.