ARTICLE 1 - Scope of application

In accordance with Article L 441-6 of the French Commercial Code, the present General Terms and Conditions of Sale (hereinafter referred to as "GTCS") constitute the sole basis of the commercial relationship between the parties.

Their purpose is to define the conditions under which SODIMED ("The Supplier") supplies the following products to professional Purchasers ("The Purchasers or the Purchaser") who request them, via the Supplier's website, by direct contact or via a paper medium: dental alloys and attachments, CAD CAM consumables, prosthetic components on implants ("The Products").

They apply without restriction or reservation to all sales made by the Supplier to Purchasers, irrespective of any clauses that may appear in the Purchaser's documents, and in particular its general terms and conditions of purchase.

Any order for Products implies acceptance by the Buyer of these General Terms and Conditions of Sale.

The information contained in the Supplier's catalogs, prospectuses and price lists is given for information only and may be revised at any time. The Supplier is entitled to make any changes it deems necessary.

ARTICLE 2 - Orders - Prices

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Sales are only perfected after express written acceptance of the Buyer's order by the Supplier, who will ensure, in particular, the availability of the requested products.

The Supplier has ordering facilities, including electronic facilities, enabling the Purchaser to order products as quickly and conveniently as possible.

For orders placed exclusively on the Internet, the registration of an order on the Supplier's site is completed when the Purchaser accepts the present General Terms and Conditions of Sale by ticking the box provided for this purpose and validates his/her order. This validation implies acceptance of these General Terms and Conditions of Sale in their entirety, and constitutes proof of the sales contract.

Products are supplied at the prices mentioned in the Supplier's price list, and, where applicable, in the commercial proposal sent to the Purchaser. These prices may be revised by the Supplier unless a firm commitment is made to the Purchaser.

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Any modifications requested by the Purchaser will only be taken into account, within the limits of the Supplier's possibilities and at its sole discretion, if they are notified in writing at least 8 days before the date scheduled for delivery of the Products ordered.

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In the event of cancellation of the order by the Purchaser after its acceptance by the Supplier less than 8 days at least before the date scheduled for the supply of the Products ordered, for any reason whatsoever other than force majeure, where applicable, the deposit paid with the order, as defined in the "Deliveries" article of these General Terms and Conditions of Sale, shall be automatically acquired by the Supplier and shall not give rise to any reimbursement whatsoever.

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Products are supplied at the Supplier's prices in force on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Purchaser.

These prices are net and exclusive of VAT, ex works and packaging not included. They do not include transport, customs duties or insurance, which are the responsibility of the Buyer, except for orders over 200 euros excluding VAT and over 1 kg for non-implantology attachments, and over 300 euros excluding VAT and over 1 kg for implantology-related products. In these cases, shipping costs will be waived.

Special pricing conditions may be applied depending on the specific features requested by the Purchaser, notably concerning delivery terms and deadlines, or payment terms and conditions. In such cases, the Supplier will send the Purchaser a special commercial offer.

ARTICLE 3 - Terms of payment

The price is payable in full in a single instalment within 30 days of the invoice date, except in the case of deliveries outside mainland France, which require payment in full before the goods are dispatched. This period, which will be calculated in calendar days, will be indicated on the invoice sent to the Buyer.

Invoices will be issued on the 1st of the month following any delivery (delivery note as proof) made between the 16th and the end of the previous month, or on the 16th of the month following any delivery (delivery note as proof) made between the 1st and the 15th of the current month.

A deposit corresponding to 30% of the total purchase price of the above-mentioned Products will be required for any order exceeding 1,000 euros excluding VAT, before the goods are dispatched. In this case, the deposit must be paid by bank transfer or credit card.

In the case of orders for discs, a deposit of 30% of the total price of the discs will be required for all orders of 1,000 euros or less excluding VAT. A deposit corresponding to 50% of the total price of the discs will be required for all orders over 1,000 euros excluding VAT.

In the case of orders for attachments other than implantology, customer outstandings will be authorized up to 300 euros excluding VAT.

When ordering implantology attachments, customer outstandings will be authorized up to 600 euros excluding VAT.

Excluding the deposit, payments will be made by cheque, bank transfer, direct debit or credit card.

In the event of late payment and payment of sums due by the Purchaser after the deadline set out above, and after the payment date shown on the invoice sent to the Purchaser, late payment penalties calculated at the European Central Bank's (ECB) semi-annual reference rate (refinancing rate or Refi), in force on January 1st or July 1st, plus 15 points, of the amount inclusive of tax of the price shown on the said invoice, will be automatically and by right acquired by the Supplier, without any formality or prior formal notice.

In the event of non-compliance with the above payment terms, the Supplier also reserves the right to:

To refuse all new orders until all outstanding invoices have been paid.

To require cash payment from the Buyer concerned before any new order is placed, after full payment of overdue amounts and late penalties.

Lastly, a flat-rate indemnity for collection costs of 40 euros will be due, ipso jure and without prior notice, by the Purchaser in the event of late payment. The Supplier reserves the right to request additional compensation from the Purchaser if the collection costs actually incurred exceed this amount.

The Supplier reserves, until full payment of the price by the Purchaser, a right of ownership on the products sold, enabling it to repossess said products. Where applicable, any down-payment made by the Purchaser shall be retained by the Supplier as a lump-sum indemnity, without prejudice to any other actions it may be entitled to bring against the Purchaser as a result.

On the other hand, the risk of loss and deterioration will be transferred to the Buyer upon delivery of the products ordered.

ARTICLE 4 - Discounts and rebates

They will remain exceptional with the express agreement of the Supplier.

They may be agreed by the Supplier over time.

No special discount will be granted if a product is out of stock.

ARTICLE 5 - Deliveries - Returns

The Products purchased by the Buyer will be delivered from the date of the order placed by the Buyer after receipt, where applicable, of the deposit due on that date.

The Products will be delivered by TNT, under the Buyer's responsibility, within a maximum of 1 or 2 days depending on the department where the delivery is to be made.

Depending on the weight of the products, they can also be delivered by recorded delivery within 48 hours.

These deadlines do not constitute a strict deadline and the Supplier may not be held liable to the Purchaser in the event of late delivery.

Delivery will be made to the Purchaser's address, and products travel at the Purchaser's risk.

The Purchaser 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 has accepted them without reservation.

The Purchaser therefore has no warranty claims against the Supplier in the event of failure to deliver the Products ordered, or in the event of damage occurring during transport or unloading.

The Purchaser is required to check the apparent condition of the Products upon delivery. In the absence of reservations expressly made by the Purchaser at the time of delivery, the Products delivered by the Supplier shall be deemed to conform in quantity and quality to the order.

The Purchaser shall have a period of 1 day from delivery and receipt of the products ordered to express such reservations in writing to the Supplier.

No claim will be accepted if the Buyer fails to comply with these formalities.

No returns will be accepted if the product has been opened and after a period of 8 days from delivery.

ARTICLE 6 - Transfer of ownership - Transfer of risk

The transfer of ownership of the Products to the Buyer will only take place once the price has been paid in full by the Buyer, regardless of the delivery date of the Products.

On the other hand, the transfer of risk of loss and deterioration of the Supplier's products will take place as soon as the Supplier has handed over the ordered products to the carrier, who has accepted them without reservation.

ARTICLE 7 - Supplier's liability - Warranty

Products delivered by the Supplier are covered by a contractual warranty for a period of 1 year from the date of delivery, covering non-conformity of the products with the order and any latent defect resulting from a material, design or manufacturing fault affecting the products delivered and rendering them unfit for use.

The warranty forms an inseparable whole with the Product sold by the Supplier. The Product may not be sold or resold altered, transformed or modified.

This warranty is limited to the replacement or reimbursement of non-conforming or defective products.

Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Buyer, as well as in the event of normal wear and tear of the Product or force majeure.

In order to assert its rights, the Purchaser must inform the Supplier, in writing, of the existence of the defects within a maximum of 2 days of their discovery, failing which any action relating thereto shall lapse.

The Supplier shall replace or have repaired any Products or parts under warranty found to be defective.

Replacement of defective Products or parts will not extend the above warranty period.

Lastly, the warranty shall not apply if the Products have been subjected to abnormal use, or have been used in conditions other than those for which they were manufactured, in particular in the event of failure to comply with the conditions prescribed in the instructions for use.

Nor does it apply in the event of deterioration or accident resulting from impact, dropping, negligence, lack of supervision or maintenance, or in the event of transformation of the Product.

ARTICLE 8 - Force majeure

The Parties shall not be held liable if the non-performance or delay in performance of any of their obligations as described herein is due to force majeure, as defined in article 1218 of the French Civil Code.

The party observing the event must immediately inform the other party of its inability to perform and justify this to the latter. The suspension of obligations shall under no circumstances give rise to liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.

Performance of the obligation is suspended for the duration of the force majeure if it is temporary. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the hindered party will notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act. If the impediment is definitive, the present contract will be purely and simply terminated in accordance with the terms defined in the article "Termination for force majeure".

ARTICLE 9 - Applicable law - Contract language - Jurisdiction

By express agreement between the parties, these General Terms and Conditions of Sale and the resulting sales and purchase transactions are governed by French law.

They are written in French. Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.

In the event of a dispute concerning these General Terms and Conditions of Sale and the purchase and sale transactions arising therefrom, failing amicable resolution, the dispute will be referred to the Commercial Court of Avignon.

ARTICLE 10 - Acceptance by the Buyer

These general terms and conditions of sale are expressly approved and accepted by the Buyer, who declares and acknowledges full knowledge thereof, and hereby waives the right to rely on any contradictory document, in particular its own general terms and conditions of purchase.