Terms & conditions of sales

TERMS OF SALES – September 2019

1 – GENERAL CLAUSE

The hereby terms of sale of DIATEX (the “General Terms and Conditions of Sale”) apply to the sale of Products (the “Products”) to professional buyers (the “Customer(s)”). When a Customer places an order, he unconditionally agrees to DIATEX general terms and conditions of sale that shall prevail over the clauses or stipulations of the Customer’s Purchase Order and/or General Terms of purchase, unless expressly agreed otherwise in writing by DIATEX.

2 – OFFERING – ORDER APPROVAL – CONFIRMATION

DIATEX quotes are valid for THREE (3) months, unless expressly indicated otherwise in the quote concerned. If the Customer does not place an order within this time period, DIATEX reserves the right to change the quote. Purchase Orders sent by the Customer to DIATEX are registered after a written confirmation from DIATEX in the form of an acknowledgment of receipt. The contractual agreement between the parties is based on the order confirmation and the Terms of Sale (together the “Contract”).

3 – RETENTION OF OWNERSHIP

By mutual agreement between DIATEX and the Customer, the ownership of the Products will be transferred to the Customer only upon the full payment of the agreed price for the principal amount plus ancillary costs. If a mere fraction of the price is not paid when due, DIATEX may take back the delivered Products and rescind the sale.

4 – DELIVERY – TRANSPORT – DOMICILIATION – INSURANCE

Delivery dates are indicative only, and given in good faith subject to raw material supply, production, and transport conditions. When the Products are shipped, the Transit risks are the Customer’s responsibility, even if they are sold free of all charges. No order may be canceled in part or in whole while it is being processed. In the event of late delivery, damage, or loss of Products, it is the Customer’s responsibility to seek remedies against the carrier(s). Customers’ claims about a delivery may be taken into consideration only if they are made in writing, by registered letter, within 48 hours of receiving the shipment. Our service rate (OTD – On Time Delivery) is evaluated from the time the Products become available at DIATEX. No late delivery by the carrier or late pick up of the Products by the Customer may give rise to a claim.
After the delivery, no Products deemed compliant with the acknowledgment of receipt shall be returned or replaced. Unless provided otherwise, the Products are delivered to the address specified in the order confirmation.

5 – PRICING

Prices are in Euros, excluding taxes and based on the rates in effect on the day of the quote. They are applicable during the validity period of the quote. Prices are ex works, excluding duties, taxes, transport and packing costs.
Vat (Value Added Tax)
* Intra-community deliveries
Under Article 262 ter of the General Tax Code, deliveries of Products dispatched by a carrier within E.U. are VAT exempt if the Customer can show proof of an intra-E.U. VAT number.
If we take care of shipping, the shipping invoice will be a proof of delivery in a EU country,
If the client picks up the Products, a waybill will be required.
* Exports:
Under Article 262.I of the General Tax Code, deliveries of Products shipped by a carrier, outside the U.E, are VAT exempt as well as the services directly related to the export shipments. The tax exemption is subject to showing evidence of the delivery outside France.
Therefore, pursuant to the provisions of Article 74 of Annex III to the General Tax Code, the customs clearance document can be used as evidence, namely the copy No 3 of the SAD (Single Administrative Document.).
* Deliveries in France:
A FRENCH VAT-free delivery will be possible on presentation, WITH THE ORDER, of a VAT free/Purchase visa duly completed and signed by a Tax Department official.

6 – TERMS OF PAYMENT

Products are collected and payable at DIATEX registered office within the time allowed in the quote and the acknowledgment of receipt of the order, without discount, as drafts are not an exception to the payment location, but merely a payment instrument. DIATEX reserves the right to ask for a COD payment or an advance payment before shipping if justified by circumstances. Unauthorized returns may not be used, in any way, as a reason to postpone invoice payments after the due date.
Failure to pay one draft or invoice on the due date will result in the termination of the terms of sale and all receivables, even those not yet due, will become immediately due and payable. Default interests start running from the due date without notice of default, at the conventional rate of three times the legal interest rate per month. In addition, the sums due, recovered via legal proceedings, will be subject to a set compensation of 20% of the amount due, as a penalty clause. Customers will be charged a € 40.00 flat fee to cover DIATEX. recovery costs. If the incurred recovery costs exceed € 40.00, DIATEX reserves the right to seek further compensation from the client, based on supporting evidence.

7 – PRODUCT CONFORMITY – WARRANTY

IMPORTANT INFORMATION:

Technical information on the Products is available on our Web site www.diatex.com or from your usual DIATEX contact person.
Certain liquids identified as Secur.Trans/AD are subject to a Safety Data Note, available on our Web site www.diatex.com or from your usual DIATEX contact person. In the case of consignment of the Products at the Customer’s, the latter undertakes to preserve the Products from any deterioration and to store them according to the conditions specified in the DIATEX technical notes. DIATEX does not accept any Product return without its prior agreement. Any Product return, authorized by DIATEX for non-compliance, must refer to the number of the relevant DIATEX anomaly note. Any return of Product(s) made under conditions that do not guarantee a good preservation of the Products and without the original packaging may be rejected by DIATEX. Pilot and production samples are kept for 5 years maximum.
Tolerances:
• Products manufactured by DIATEX: are listed in the technical notes and in DIATEX Web site.
• Products from the trade and raw materials: manufacturer’s tolerances are applicable and are available on DIATEX website.
WARRANTY: The Products are guaranteed for a period of ONE (1) year from the date of shipment against any material or workmanship defect – shocks excepted – and for their conformity with any specifications accepted by DIATEX. For Products acknowledged as defective by the DIATEX lab, the guarantee may consist at DIATEX option, in one of the following solutions: (i) straight replacement of the Products, (ii) refurbishing of the Products, (iii) issuing of a credit note, or (iv) refunding the Customer. In the cases (i) and (ii), shipping costs are not paid by DIATEX. In the cases (iii) and (iv), credit notes and refunds shall be up to the purchase price of the Product(s) concerned. Any replacement of the Products or refurbishing under warranty is not intended to extend Product life. DIATEX shall not be held liable for any physical or material damage of any kind whatsoever, resulting directly or indirectly from negligence, improper fitting of the Product or faulty use or storage. DIATEX recommends that, before using the Product, the Customer checks that it fits exactly the intended use, in conducting preliminary testing if necessary, which would cover him against the responsibilities and risks he is exposed to. For the warranty on incorporated Products, the Customer must prove that the defect originated in DIATEX Product(s), especially via traceability measures.

8 – INTELLECTUAL PROPERTY – DATA PROTECTION

DIATEX is the sole owner of all the intellectual property rights on the Products and associated documents such as blueprints, drawings or notices, which the Customer acknowledges and undertakes to observe. The Contract does not confer any right to the Customer on the intellectual property rights of DIATEX.
The Customer is informed that the answers to questions asked by DIATEX when placing an order (including personal data on individuals working for the Customer) are necessary for the execution of the Contract and DIATEX needs them to process the order. DIATEX may also have to process Customers’ data to offer them Products matching their requirements. Considering the risk involved, DIATEX undertakes to take steps to ensure the confidentiality, integrity and security of data, including in the event of transferring data to third parties located within or outside the European Union (especially Chartered Accountants) in compliance with the applicable regulations for the fulfillment of the Contract. The data are kept for the duration of the Contract and for the time during which the parties can exercise their rights to seek redress. The Customer has the right to access, rectify, transfer and delete data, to limit and oppose processing for legitimate reasons. He has also the right to define post-mortem guidelines that can be exercised by sending a request to DIATEX registered office. The Customer may also send his claims to the CNIL.

9 – SETTLEMENT OF DISPUTES

The Contract is subject to French law. The Vienna Convention on the international sale of goods is not applicable.

ABSENT AN AMICABLE SETTLEMENT WITHIN THIRTY (30) DAYS OF THE OCCURRENCE OF THE DISPUTE, ANY DISPUTE BETWEEN DIATEX AND THE CUSTOMER OVER THE CONTRACT SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF LYON.