GENERAL TERMS OF SALE 2024
ARTICLE 1 - Scope
1.1 These general terms and conditions of sale constitute, in accordance with Article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the parties.
1.2 They are intended to define the conditions under which METZE CARE ("The Supplier") provides to professional Buyers ("The Buyers or the Buyer") who request them, via the Supplier's website, by direct contact or through a paper medium, the following products:
Consumables, equipment, devices, and reagents intended for research, control, and analysis laboratories ("The Products").
Unless expressly stated, the Products are not medical devices and are designed for exclusive use in in vitro applications.
It is specified that the dimensions indicated in the Supplier's catalogs or price lists may be changed without notice and always include a certain tolerance. The photos of the Products are non-contractual, as they may undergo modifications between the publication of the catalog and their market release. The Supplier may also cease the manufacture of certain references. In these cases, the Supplier will not be obliged to supply the items thus discontinued or those with the old specifications.
1.3 The general terms and conditions of sale apply without restriction or reservation to all sales concluded by the Supplier with Buyers of the same category, regardless of any clauses that may appear on the Buyer's documents, including their general purchasing conditions. Any clause to the contrary appearing on the customer's order form shall be deemed null and void.
In accordance with the applicable regulations, these General Terms and Conditions of Sale are systematically provided to any Buyer who requests them, to enable them to place an order with the Supplier.
They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a unique agreement referred to in Articles L 441-3 and following of the Commercial Code, within the legal deadlines.
1.4 Any order of Products implies, on the part of the Buyer, acceptance of these General Terms and Conditions of Sale and, where applicable, the general terms of use of the Supplier's website for electronic orders. The information appearing in the Supplier's catalogs, brochures, and price lists is given for informational purposes and is subject to change at any time. The Supplier reserves the right to make any changes it deems necessary, without prior notice.
The evolution of commodity prices, currencies, our suppliers' rates, and printing errors may lead us to modify prices during the year. The current and authoritative price list can be consulted on www.Metzecare.com.
1.5 In accordance with the applicable regulations, the Supplier reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Buyer, by establishing Specific Terms of Sale.
1.6 The Supplier may also be required to establish Category-Specific General Terms and Conditions of Sale, which override these General Terms and Conditions of Sale, depending on the type of clientele considered, determined based on objective criteria. In this case, the Category-Specific General Terms and Conditions of Sale apply to all operators meeting these criteria.
ARTICLE 2 - Orders - Prices
2.1 Sales are only final after express and written acceptance of the Buyer's order by the Supplier, who will ensure, in particular, the availability of the requested products.
Orders must be confirmed in writing, by means of a purchase order duly signed by the Buyer.
To avoid delivery errors, the Buyer must ensure the correct drafting of the purchase order: references, descriptions, dimensions, quantities...
The Supplier has electronic ordering means (including acceptance and confirmation) (www.metzecare.com) allowing the Buyer to order the products under the best conditions of convenience and speed.
For orders placed exclusively online, the recording of an order on the Supplier's website is completed when the Buyer accepts these General Terms and Conditions of Sale by checking the box provided for this purpose and confirms their order. This confirmation implies acceptance of the entirety of these General Terms and Conditions of Sale and constitutes proof of the sales contract.
The order processing and its acceptance are confirmed by sending an email. The data recorded in the Supplier's computer system constitute proof of all transactions concluded with the Buyer.
The Supplier reserves the right to refuse certain orders without having to provide justification.
2.2 Any changes requested by the Buyer can only be taken into account, within the Supplier's possibilities and at its sole discretion, if they are notified in writing at least 3 days before the scheduled delivery date of the ordered Products, after the Buyer has signed a specific order form and any price adjustment.
2.3 The products are supplied at the Supplier's rates in effect on the day the order is placed, and, where applicable, in the specific commercial proposal addressed to the Buyer. These rates are firm and not subject to revision during their validity period, as indicated by the Supplier. The Buyer retains the right, upon notification of new prices, discounts, and conditions by the Supplier, to cancel all or part of an order that has not yet been delivered.
These prices are net and excluding VAT. The transport conditions are noted on the quote and on the invoice. By default, they do not include transport, any customs fees, or insurance, which remain the responsibility of the Buyer.
Special pricing conditions may be applied depending on the specific requirements requested by the Buyer, particularly regarding delivery terms and deadlines, or payment terms and conditions. A specific commercial offer will then be sent to the Buyer by the Supplier.
2.4 For purchases on behalf of others within the framework of public contracts, the public Buyer acknowledges that it is legally bound by the contract concluded with the initial holder and that it only commits to METZE CARE Company in the event of the contract holder's default.
ARTICLE 3 - Payment Terms
3.1 The price is payable in Paris in full and in a single payment within a period of 30 days from the date of the order. This period will be mentioned on the invoice sent to the Buyer.
In case of payment by bank check, it must be issued by a bank domiciled in metropolitan France. The check is cashed immediately.
Payments made by the Buyer will only be considered final after the effective receipt of the amounts due by the Supplier.
Case of new clients: At account opening, during a first order, advance payment is requested.
Case of online purchases on www.metzecare.comOnline purchases on the website are payable in cash by credit card, unless there is a formal contractual agreement from the Supplier authorizing payment according to our general terms and conditions.
3.2 In the event of late payment and payment of amounts due by the Buyer beyond the above-mentioned deadline, and after the payment date indicated on the invoice sent to them, late penalties calculated at a rate of 3 times the legal interest rate on the total price including tax shown on the invoice, will be automatically and by right acquired by the Supplier, without any formality or prior notice.
In the event of non-compliance with the payment terms set out above, the Supplier also reserves the right to suspend or cancel the delivery of the Buyer's current orders, to suspend the performance of its obligations, and to reduce or cancel any discounts granted to the Buyer.
Finally, a flat-rate compensation for recovery costs, amounting to 40 euros, will be due automatically and without prior notification by the Buyer in case of late payment. The Supplier reserves the right to request additional compensation from the Buyer if the actual recovery costs incurred exceed this amount, upon presentation of supporting documents.
3.3 The Supplier reserves, until full payment of the price by the Buyer, a right of ownership over the products sold, allowing it to repossess said products. Any deposit paid by the Buyer shall remain acquired by the Supplier as a fixed compensation, without prejudice to any other actions it may be entitled to take against the Buyer as a result.
However, the Buyer is authorized to resell before full payment, provided that the resale is carried out by the Buyer on behalf of the Supplier with the indication of the retention of title clause. In case of non-payment of the goods at the agreed deadlines, the Supplier reserves the right to repossess them without procedure. Transport and return costs are borne by the Buyer without prejudice to a 15% penalty clause applicable in all cases.
No discount will be granted by the Supplier for payment before the date indicated on the invoice within a period shorter than that mentioned in these General Terms and Conditions of Sale.
ARTICLE 4 - Deliveries
4.1 The Products purchased by the Buyer will be delivered within a maximum period of 30days from the receipt by the Supplier of the duly signed corresponding purchase order. In the event of a longer delay, Metze Care undertakes to notify the client. Specific conditions may be proposed and communicated on the quote/invoice.
This timeframe is given for information purposes only and does not constitute a strict deadline, and the Supplier cannot be held liable to the Buyer in case of delay or delivery restriction.
The Supplier's liability cannot under any circumstances be engaged in the event of delay or suspension of delivery attributable to the Buyer or in case of force majeure.
Under no circumstances may the Buyer cancel the order or claim damages or compensation of any kind.
4.2 Delivery will be made to the address indicated by the Buyer, with the Products traveling at the Buyer's risk and peril.
4.3 Delivery is included in the price excluding tax on the invoice, except for conditions or incoterms indicated on the invoice or in the correspondence.
4.3.1 Our free shipping conditions are set at €1,000 excluding tax per order and the minimum order at €300, different conditions may be granted within the framework of framework agreements.
4.3.2 In the event of product quotas related to documented national shortages, free shipping applies to the value of the products actually delivered, and not to the total value of the purchase order.
4.4 Similarly, in the case of specific requests from the Buyer regarding the packaging or transportation conditions of the ordered products or delivery requiring handling due to bulky equipment, duly accepted in writing by the Supplier, the related costs will be subject to an additional specific charge.
4.5 The packaging of the Products is handled with the utmost care. The fact that the carrier accepts the collection of the Supplier's packages demonstrates that they provide all safety guarantees and are thus placed under the sole responsibility of the latter.
The Buyer is required to check the apparent condition of the Products and the quantity upon delivery, proceeding if necessary in the presence of the delivery person to open any package. In the absence of express reservations made by the Buyer at the time of delivery (specifying the nature and extent of damage such as breakage noises, damaged package, dampness, missing packages... or the number of missing products), the Products delivered by the Supplier will be deemed to conform in quantity and quality to the order. Vague or systematic reservations, such as: “subject to unpacking”, “subject to quantity and quality control” noted on the delivery receipt, are null and void and have no legal value.
The Buyer will have a period of three days from the delivery and receipt of the ordered products to make such claims to the last carrier by registered letter with acknowledgment of receipt.
No claim can be validly accepted in the event of non-compliance with these formalities by the Buyer.
The Supplier will replace, credit, or repair as soon as possible and at its own expense, the Products delivered whose non-conformity has been duly proven by the Buyer.
4.6 Returns are only accepted after written agreement from the Supplier. The return authorization request must be submitted to the Supplier's headquarters. If accepted, the goods must be returned within eight days, carriage paid to Paris, in the condition in which the Supplier provided them and by the means of transport recommended by the Supplier. If any damage is found, the repair costs will be deducted from our credits. No returns will be authorized for custom-made equipment or equipment not listed in the current price list or catalog.
ARTICLE 5 - Transfer of ownership - Transfer of risks
5.1 The transfer of ownership of the Products to the Buyer will only be completed after full payment of the price by the latter, regardless of the delivery date of the said Products.
5.2 The transfer to the Buyer of the risks of loss and deterioration of the products will occur upon the departure of the delivery and receipt of said products, regardless of the transfer of ownership, and irrespective of the date of the order and its payment.
The Buyer acknowledges that it is the carrier's responsibility to make the delivery, the Supplier being deemed to have fulfilled its delivery obligation as soon as it has handed over the ordered products to the carrier who accepted them without reservation. The Buyer therefore has no warranty recourse against the Supplier in the event of non-delivery of the ordered Products or damage occurring during transport or unloading.
ARTICLE 6 –Resale of Products
6.1 The Buyer agrees to comply with all applicable laws and regulations concerning the resale or export of our equipment, including notably economic sanctions, export controls, and trade embargoes.
6.2 The Buyer must not carry out any of the aforementioned activities, directly or indirectly, with a company located or registered in a jurisdiction subject to sanctions, nor with an individual or organization listed on a sanctions list or acting on behalf of or for the account of any person specifically designated or listed on a sanctions list.
ARTICLE 7 – Waste from electrical and electronic equipment
7.1 Under Article R. 543-171-1 of the Environmental Code, the user (the Buyer) ensures and takes responsibility for the disposal of waste from electrical and electronic equipment (WEEE) under the conditions set out in Article 3 of Decree No. 2013-988 of November 6, 2013.
7.2 When this has been expressly agreed upon in the sales contract, the Supplier ensures the organization of the collection and treatment of waste from professional electrical and electronic equipment that it has placed on the market after August 13, 2005, in accordance with Article 8 of Decree No. 2005-82; in this case, the end user (the Buyer) will inform the Supplier as soon as the said equipment has reached the end of its life or when they wish to proceed with its replacement. The service of collection and treatment of the equipment will be charged to the Buyer.
ARTICLE 8 – Supplier's Liability - Warranty
8.1 The products delivered by the Supplier are covered by a contractual warranty for a duration indicated on the technical data sheet, starting from the delivery date, covering non-compliance of the products with the order and any hidden defects arising from a material, design, or manufacturing defect affecting the delivered products and rendering them unfit for use.
The warranty forms an inseparable whole with the Product sold by the Supplier. The Product cannot be sold or resold altered, transformed, or modified.
8.2 This warranty is limited to the replacement or refund of non-compliant or defective products.
Any warranty is excluded in case of misuse, negligence, or lack of maintenance by the Buyer, as well as in case of normal wear and tear of the Product or force majeure.
8.3 In order to assert its rights, the Buyer must, under penalty of forfeiture of any related action, inform the Supplier in writing of the existence of defects within a maximum period of 15 days from their discovery.
The Supplier will replace or repair Products or parts under warranty deemed defective. This warranty also covers labor costs.
The replacement of defective Products or parts will not extend the warranty period specified above.
8.4 Finally, the warranty cannot apply if the Products have been subject to abnormal use, or have been used under conditions different from those for which they were manufactured, particularly in case of non-compliance with the conditions prescribed in the user manual.
It also does not apply in cases of deterioration or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in the case of modification of the Product.
8.5 The Supplier disclaims all liability in the event of purchase of Products by the Buyer when the latter is a public buyer bound by a public contract. Indeed, the Supplier cannot in any way be held responsible if the public buyer does not fulfill its contractual obligations towards the holder of the public contract before requesting to acquire its Products.
ARTICLE 9 - Personal data
9.1 The personal data collected from Buyers is subject to computerized processing carried out by the Supplier. They are recorded in its Customer file and are essential for processing the order. This information and personal data are also retained for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any applicable warranties.
The data controller is the Provider. Access to personal data will be strictly limited to employees of the data controller authorized to process it due to their duties. The collected information may possibly be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the Buyer's authorization being necessary.
As part of the execution of their services, third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on personal data protection. Apart from the cases mentioned above, the Supplier is prohibited from selling, renting, transferring, or granting third parties access to the data without the prior consent of the Buyer, unless compelled to do so for a legitimate reason.
If the data is to be transferred outside the EU, the Buyer will be informed and the guarantees taken to secure the data (for example, the external provider's adherence to the "Privacy Shield", adoption of standard protection clauses approved by the CNIL, adoption of a code of conduct, obtaining a CNIL certification, etc.) will be specified to them.
9.2 In accordance with applicable regulations, the Buyer has the right to access, rectify, erase, and port data concerning them, as well as the right to object to processing for legitimate reasons, rights which they can exercise by contacting the data controller at the following postal address or email: qualite@metzecare.com
9.3 In case of a complaint, the Buyer may submit a complaint to the personal data protection officer of the Supplier at the National Commission on Informatics and Liberty.
ARTICLE 10 - Specific performance
10.1 In the event of a breach by either Party of its obligations, the Party suffering from the failure has the right to request the specific performance of the obligations arising from these presents. By way of derogation from the provisions of Article 1221 of the Civil Code, the creditor of the obligation may pursue this specific performance after a simple formal notice, sent to the debtor of the obligation by registered letter with acknowledgment of receipt remaining unsuccessful, regardless of the circumstances and even if there is a manifest disproportion between its cost for the debtor, acting in good faith, and its interest for the creditor.
10.2 It is reminded that in the event of a breach by either Party of its obligations, the Party suffering from the default may, in accordance with the provisions of Article 1222 of the Civil Code, 8 (eight) days after sending a formal notice to perform which remains unsuccessful, have the obligation performed by a third party at the expense of the defaulting Party, provided that the cost is reasonable and in line with market practices, without the need for judicial authorization for this purpose, it being specified that the Party suffering from the default may also, at its discretion, request in court that the defaulting Party advance the sums necessary for this performance.
ARTICLE 11 - Exception of non-performance
11.1 It is recalled that pursuant to Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party does not perform theirs and if this non-performance is sufficiently serious, that is, likely to call into question the continuation of the contract or to fundamentally disrupt its economic balance. The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of breach sent to it for this purpose by the Party suffering the default, indicating the intention to apply the exception of non-performance as long as the defaulting Party has not remedied the observed breach, served by registered letter with acknowledgment of receipt or by any other durable written medium allowing proof of dispatch.
11.2 This exception of non-performance may also be used preventively, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not fulfill its obligations at the due date and that the consequences of this non-performance are sufficiently serious for the Party suffering from the default.
This faculty is used at the risk and peril of the Party who takes the initiative.
The suspension of execution will take effect immediately upon receipt by the Presumed Defaulting Party of the notification of the intention to apply the preventive non-performance exception until the Presumed Defaulting Party fulfills the obligation for which an impending breach is evident, served by registered letter with acknowledgment of receipt or by any other durable written medium allowing proof of dispatch.
ARTICLE 12 - Force majeure
12.1 The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code, or from exceptional health or climatic hazards beyond the control of the Parties.
12.2 The Party observing the event must immediately inform the other Party of its inability to perform its obligation and justify it to the latter. The suspension of obligations can in no case be a cause of liability for non-performance of the obligation in question, nor entail the payment of damages or late penalties.
12.3 The performance of the obligation is suspended for the entire duration of the force majeure if it is temporary and does not exceed a duration of 20 days. Therefore, as soon as the cause of the suspension of their mutual obligations ceases, the Parties will make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the prevented Party will notify the other of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act. If the impediment is permanent or exceeds a duration of 20 days, these will be purely and simply resolved according to the terms defined in the article "Resolution for force majeure".
During this suspension, the Parties agree that the costs incurred due to the situation will be borne by the party prevented from performing.
ARTICLE 13 - Termination of the contract
13-1 Termination for non-performance of a sufficiently serious obligation: The Party suffering from the default may, notwithstanding the clause Termination for breach of obligations by a party set forth below, in the event of sufficiently serious non-performance of any of the obligations incumbent upon the other Party, notify the Defaulting Party by registered letter with acknowledgment of receipt of the wrongful termination of these presents, 8 (eight) days after sending the notice to perform which remained unsuccessful, in accordance with the provisions of Article 1224 of the Civil Code.
13.2 Termination for force majeure: It is expressly agreed that the parties may terminate this contract by operation of law, without notice or formality, if the impediment caused by force majeure is permanent or exceeds a duration of 20 days.
13.3 Termination for breach of obligations by a party: In the event of non-compliance by either party with its contractual obligations, the contract may be terminated at the discretion of the aggrieved Party. It is expressly understood that this termination for breach of obligations by a Party shall occur automatically, the formal notice resulting solely from the failure to perform the obligation, without any summons or completion of formalities.
13.4 In any case, the injured Party may seek damages in court.
ARTICLE 14 – Disputes / Applicable Law
14.2 All disputes to which this contract and the agreements arising from it may give rise, concerning their validity, interpretation, execution, resolution, consequences, and aftermath, shall be submitted to the competent court within the jurisdiction of the city of PARIS.
14.3 These General Terms and Conditions of Sale and the transactions arising from them are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall prevail in case of dispute.
ARTICLE 15 - Acceptance by the Buyer
15.1 These general terms and conditions of sale, as well as the prices and rates, are expressly agreed to and accepted by the Buyer, who declares and acknowledges having full knowledge of them, and therefore waives the right to invoke any contradictory document, including, in particular, their own general terms and conditions of purchase.