Terms of sale
GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL PROVISIONS
These General Terms and Conditions of Sale govern the contractual relationship between:
These General Terms and Conditions of Sale apply to the relationship between CODEO MEDICAL and its professional end-user clients (hereinafter the “Client”) who order its new or refurbished medical equipment displayed in particular on our website https://www.codeo-medical.com/ and, where applicable, related services (hereinafter the “Products”).
These General Terms and Conditions of Sale apply to all orders, sales of goods, and related service provisions carried out on the website https://www.codeo-medical.com/. They apply to Clients located in France and abroad.
2. PRODUCT OFFER AND DESCRIPTION
The products offered are those listed in the catalogue available on the website https://codeo-medical.com, owned by CODEO MEDICAL, and may originate from another source depending on the Client’s needs.
The products include new or refurbished medical equipment as well as related services such as delivery, after-sales service, and training.
These products are offered subject to stock availability. Each product is accompanied by a description provided by CODEO MEDICAL.
CODEO MEDICAL informs the Client of the essential characteristics of the offered products, including a photograph of the product. However, the photographs and descriptive texts do not constitute a contractual commitment. As a result, CODEO MEDICAL cannot be held liable for any inaccuracy in these photographs or texts. Unless otherwise specified, CODEO MEDICAL’s product offers are addressed to Clients worldwide.
Before placing an order, the Client undertakes to check that the products it intends to acquire comply with the applicable regulations in the country where it plans to import them, if this is outside France. It is agreed that CODEO MEDICAL assumes no obligation of advice and/or information regarding product compliance with foreign legislation, unless such obligation is expressly assigned under special contractual conditions in return for a specific fee.
3. ORDER
The contract comprises these General Terms and Conditions as well as the special terms stated in the quotation accepted by the Client. The parties agree that their relationship shall be governed exclusively by the contract thus defined, to the exclusion of any other agreement, including any general purchasing terms from the Client, which are unenforceable against CODEO MEDICAL.
All information provided, as well as the recorded order confirmation, shall constitute proof of the transaction. Order confirmation by CODEO MEDICAL shall be deemed as signature and acceptance of the operations carried out. A confirmation of the recorded order will be sent to the Client by email.
Once placed, the order is considered final and irrevocable. Any request for modification or cancellation by the Client requires the express acceptance of CODEO MEDICAL.
If the order is cancelled, CODEO MEDICAL reserves the right to demand execution of the contract and full payment of the amounts specified.
In the event of stock shortage, the Client will be informed by email. If products are out of stock, CODEO MEDICAL will process orders in the order received and subject to availability. In such cases, an alternative may be proposed to the Client.
The benefit of the order is personal to the Client and cannot be transferred without the prior approval of CODEO MEDICAL.
CODEO MEDICAL may use generic parts in the refurbishment and/or maintenance of the equipment.
If the ordered products are unavailable, CODEO MEDICAL may cancel all or part of an order, provided that the Client is informed as soon as possible. Such cancellation will not result in any compensation or damages and will lead to the reimbursement of any deposit paid.
5. PRICE
Prices offered by CODEO MEDICAL are fixed and not subject to revision at the time the Client confirms the order online.
Prices displayed on our website are in euros, excluding VAT and transport costs.
CODEO MEDICAL reserves the right to modify its prices at any time, it being understood that the price listed in the catalogue on the day of the order will be the only one applicable.
6. DELIVERY
Unless otherwise specified, “Delivery” refers to the availability of the Products to the Client or its representative at CODEO MEDICAL premises, or the performance of the service. CODEO MEDICAL undertakes to inform the Client of product availability.
For international sales to foreign Clients, the transaction is conducted under the Incoterm agreed by the parties in accordance with the latest ICC version (Incoterms 2020). If the accepted quotation or pro forma invoice specifies delivery elsewhere than CODEO MEDICAL premises and requires CODEO MEDICAL to organize transport, transport costs are always borne by the Client. Any person sent by the Client to collect the Products is presumed to have authority to sign delivery documentation and confirm conformity and condition of the Products.
Deliveries are carried out subject to availability and in order of receipt of orders. CODEO MEDICAL is authorized to make full or partial deliveries. Delivery times depend on CODEO MEDICAL’s supply and transport availability.
Delivery times are indicative. Delays do not justify cancellation of the order and do not incur liability of CODEO MEDICAL for any direct or indirect damage resulting from delay or failure to deliver.
7. RETENTION OF TITLE
CODEO MEDICAL retains full ownership of goods, components, and parts sold or delivered until full payment of the price, principal and interest.
Failure to pay any instalment at the due date results in immediate payment of the entire outstanding price without prejudice to late payment interest.
In the event of non-payment, the sale will be automatically terminated 8 days after a formal notice sent by registered letter with acknowledgment of receipt remaining without effect.
Furthermore, CODEO MEDICAL reserves the right to suspend delivery of goods already ordered but not yet delivered, without prejudice to any damages.
In the event of receivership or liquidation of the Client, the goods may be reclaimed in accordance with the Commercial Code.
Until full payment, the Client is expressly prohibited from pledging, transferring, selling, or transforming the goods. In case of seizure by third parties, the Client must oppose it by any legal means and immediately notify the seller.
Notwithstanding retention of title, the Client assumes responsibility for the goods upon receipt, as possession transfer involves the transfer of risks.
The Client undertakes to insure the goods against all risks, including loss, theft, or deterioration, from the time of delivery.
Resale or transformation: As long as the goods remain the property of CODEO MEDICAL, they may not be resold or transformed. However, as a temporary tolerance and exclusively for business needs, CODEO MEDICAL authorizes the Client to resell or transform the goods, provided that the Client immediately pays the outstanding balance from the resale proceeds, which are pledged in favor of CODEO MEDICAL under Article 2333 of the Civil Code. The Client becomes custodian of the resale price.
8. RETURN OF PRODUCTS
Products delivered in compliance with the order are neither returnable nor exchangeable, except under warranty provisions below.
If a technical issue is confirmed and validated by CODEO MEDICAL within 3 months following delivery, costs of return transport and reconditioning (including cleaning and repairs if necessary) will be borne by CODEO MEDICAL.
Any product returned without prior approval from CODEO MEDICAL will remain at the Client’s disposal, will not generate any credit, and must be paid under the terms of Article 8.
9. WARRANTY EXCLUSION
The equipment supplied by CODEO MEDICAL consists of refurbished equipment knowingly selected by the Client, who is a professional. CODEO MEDICAL excludes all legal or contractual warranties unless a limited written warranty is expressly provided. The Client is informed that inspections performed on refurbished equipment cannot detect all risks of malfunction resulting from prior use. CODEO MEDICAL cannot be held liable for such malfunctions. The Client must verify the condition and operation of the equipment upon delivery. Any complaint must be notified by registered letter with acknowledgment of receipt within 48 hours following delivery; after this period, the Client is deemed to have waived all claims. CODEO MEDICAL’s liability is in all cases limited to repair or replacement of defective parts, up to the net purchase price paid by the Client, excluding any other compensation.
Assembly, installation, and setup of the equipment must comply with regulations in force in the delivery country. The Client must ensure it is aware of applicable legislation governing the installation of the purchased equipment in the country where CODEO MEDICAL will deliver on its behalf.
CODEO MEDICAL cannot be held liable in case of installation, use, or maintenance by the Client in breach of applicable regulations.
10. PERSONAL DATA
In accordance with the French Data Protection Act of 6 January 1978, the Client has the right to access, query, modify, and rectify personal data.
By accepting these General Terms and Conditions of Sale, the Client consents to CODEO MEDICAL collecting and processing such data for the performance of the contract.
CODEO MEDICAL undertakes to immediately inform the Client if an instruction appears to violate the EU General Data Protection Regulation (GDPR) applicable from 25 May 2018 or other applicable EU or Member State provisions relating to personal data protection.
CODEO MEDICAL implements all necessary technical and organizational measures to ensure an appropriate level of security.
Should CODEO MEDICAL subcontract services involving personal data processing, the parties ensure that such subcontractors commit to the same level of obligations regarding data protection.
CODEO MEDICAL provides the Client with all necessary information to demonstrate compliance with this article.
11. FORCE MAJEURE
The occurrence of a force majeure event suspends CODEO MEDICAL’s contractual obligations.
A force majeure event is any event beyond the control of CODEO MEDICAL that prevents normal business operations.
Events constituting force majeure include total or partial strikes affecting CODEO MEDICAL, its suppliers, subcontractors, or carriers, interruptions of transport, energy, raw materials, or spare parts.
In such circumstances, CODEO MEDICAL will notify the Client in writing within 24 hours of the event. The contract will be suspended automatically, without compensation, from the date of occurrence.
If the event continues for more than 30 days from its occurrence, the sales contract may be terminated by either party without any claim for damages.
12. APPLICABLE LAW – JURISDICTION
Any dispute relating to the sale of equipment by CODEO MEDICAL and/or the validity, performance, interpretation, or termination of these General Terms and Conditions of Sale shall be settled exclusively by the Commercial Court of Lyon, regardless of the place of delivery and even in case of third-party claims or multiple defendants.
Any issue not addressed by these General Terms and Conditions shall be governed exclusively by French law.
