CONDITIONS GENERALES DE
VENTE DENTAL EVOLUTION
PREAMBLE
The present Conditions Generales de Vente (ci-après les « CGV ») sont conclues entre la société DENTAL EVOLUTION,
Société par actions simplifiée au capital social de 1,000 euros, immatriculée au Registre du Commerce et des Sociétés de Lille Métropole sous le numéro 941 945 404 (ci-après le « Vendeur ») et, toute personne morale ou physique qui achète des products of the Vendor à titre professionnel (ci-après dénommée le « Client »). The Vendor and the Client are the ensemble of the “Parties” and separate from the “Parties“.
DEFINITIONS
As part of these terms, the following definitions, whether used in the singular or plural and starting with a capital letter, shall have the following meanings:
Purchase Order:
Refers to the document provided by the Seller describing the Products offered, their quantity and their price, requiring the Client’s signature in the case of an offline Order, or taking the form of a confirmation email in the case of an online Order;
Client:
Refers to the end user of the Products acting in a professional capacity, whether an individual or a legal entity, under private or public law, who places an Order with the Seller;
Order:
Refers to the Client’s act of purchase, formalized under the conditions of Article 4;
Personal Account:
Refers to the Client’s account on the Seller’s Website, accessible via a unique username and password;
Contract:
Refers to these General Terms and Conditions of Sale (GTC) and the Purchase Order, including any possible annexes and amendments;
Products:
Refers to medical devices, specifically microscopes intended for dental surgeons, offered by the Seller;
Website:
Refers to the Seller’s website, accessible at the address www.dentalevolution.fr.
ENFORCEABILITY AND SUPREMACY
The General Terms and Conditions of Sale (GTC) are systematically brought to the Client’s attention prior to placing an Order and constitute the sole basis of the commercial relationship between the Parties.
The Client’s confirmation of the Order implies unconditional acceptance of the GTC.
Any opposing condition set forth by the Client shall be unenforceable against the Seller unless expressly accepted by the Seller, regardless of when it is brought to the Seller’s attention.
The Client expressly waives the right to invoke its own general terms and conditions of purchase or any other terms.The Seller reserves the right to modify these GTC at any time. The applicable version of the GTC shall be: (i) the version available on the Seller’s Website or marketplace on the day the Client places the order, or(ii) the version provided to the Client with the Purchase Order in the case of a direct sale.
Offer - Description of Products
The Products offered are those listed on the Seller’s Website, along with their accessories, consumables, and spare parts. These Products are offered subject to availability from the manufacturer.
The Website or marketplace provides a description and a photograph for each Product, which are not contractually binding. The Seller declines all responsibility in the event of any inaccuracies in the said description and/or photograph.
The Products are offered for professional use by the Client in mainland France and are not intended for resale. The Seller therefore assumes no obligation of advice and/or information regarding the compliance of the Products with foreign laws and import regulations.
Order
All Orders are final and irrevocable. Any modification or cancellation requested by the Client is subject to the express acceptance of the Seller.
It is the Client’s responsibility to verify the accuracy of the Order and to report or correct any errors immediately.
The Seller reserves the right to (i) not validate an Order at its sole discretion, and (ii) offer the Client an equivalent Product in case the ordered Product is unavailable from the manufacturer.
Online Order
The Client may place an order on the Seller’s Website or via a marketplace. The Client is required to create an Account and then log in. They then select the Product(s) of their choice, the desired quantity, and add them to their virtual cart.
The Client is then prompted to verify the details and the total amount of their Order before finalizing it and proceeding with payment.
The Order is considered validated if the Seller sends an order confirmation email to the Client within five (5) business days.
Offline Order
The Client may also contact the Seller directly and receives from the latter, by any written means including email, a Purchase Order valid for thirty (30) days, indicating the nature of the Products, their quantity, and their price. The Order Form is sent along with these General Terms and Conditions of Sale (GTC), which the Client must sign and return to the Seller.
The Order is considered validated if the Seller receives the signed Order Form within its validity period and a down payment of thirty percent (30%) of the total Order amount within five (5) business days of signing the Order Form.
DURATION AND TERMINATION
The Contract is concluded for the duration of the Order. In case of a breach by one Party of any of its essential obligations, the injured Party shall send a formal notice to the other Party to remedy the breach by registered letter with acknowledgment of receipt. If this formal notice remains unsuccessful for thirty (30) days, the injured Party may terminate this Contract with immediate effect by registered letter with acknowledgment of receipt, without prejudice to the injured Party’s right to seek compensation for its loss.
PRICE AND PAYMENT TERMS
The applicable prices are those stated on the Order Form and are expressed in euros excluding taxes, customs duties, transportation, delivery, insurance, and packaging costs. These fees will be invoiced additionally by the Seller based on appropriate supporting documents.
Payment is due at the time the Order is placed when done online, or within thirty (30) days from the invoice date when the Order is placed offline.
Payment will only be considered final after the Seller has received full payment of the Order price. Payment for online Orders is made by credit card, and payment for direct Orders is made by bank transfer or check. Payment in installments by check may be accepted at the Seller’s discretion.
In addition to the fixed compensation for collection costs of forty (40) euros as provided in article D.441-5 of the Commercial Code, any failure or delay in payment will result, without prior formal notice, in the application of a late payment penalty in favor of the Seller, calculated at three (3) times the legal interest rate per day of delay. These late payment penalties are due from the day following the due date without the need for any reminder.
TRANSFER OF OWNERSHIP AND RISK
The transfer of ownership of the Products to the Client occurs only after full payment of the price by the Client. In case of non-payment by the Client, the Seller may recover the delivered Product, the Client then being refunded the amount paid after deduction of recovery costs, any penalties, and compensation for any damage caused to the Product.
The transfer of risk takes place upon delivery of the Product to the Client.
DELIVERY
Delivery is carried out by the Seller to the address provided by the Client at the time of the Order.
Delivery charges, including transportation and insurance fees, are the responsibility of the Client.
The delivery times indicated in the Order are indicative and depend on the availability of supply and transport from the manufacturer. Any delays cannot justify the cancellation of the Order nor the liability of the Seller.
The amount of delivery charges may vary depending on the quantity of Products and the delivery location, which the Client expressly acknowledges and accepts.
The Seller cannot be held responsible in case of failure or inability to deliver due to incorrect or incomplete information regarding the delivery address, if access to the delivery location is impossible for the Seller, or if the Client is unavailable to receive the delivery. In such cases, the Seller reserves the right to charge fees for any new delivery attempt.
The Seller will offer the Client three delivery time slots at the contact address provided when placing the Order. If none of these time slots is accepted by the Client within five (5) business days, the Order will be kept at the Client’s risk from the first day of delay and may be subject to additional storage fees charged by the Seller.
RECEPTION – INSTALLATION
The acceptance of the Products results from the verification of their conformity with the technical specifications provided in their documentation or the Order Form. The Client signs the acceptance report upon completion of the installation of the Products carried out by the Seller. This acceptance will be deemed final if the Client does not make any written reservations in the acceptance report.
AFTER-SALES SERVICE
Products delivered in accordance with the Order will neither be returned nor exchanged.
The Client may contact the Seller’s customer service for any complaint or inquiry:
By email: contact@dentalevolution.fr
By mail: 31 Rue de la Fonderie – 59200 Tourcoing, France
By phone: +33 7 59 62 27 58 (non-premium rate number), available Monday to Friday from 9:00 AM to 4:00 PM.
OBLIGATIONS RELATING TO THE QUALITY OF MEDICAL DEVICE
The Products sold belong to the category of medical devices, as defined in Article 2 of EU Regulation 2017/745.
As such, the Client agrees to immediately report to the Seller, the Product manufacturer, or its representative any defect in quality, performance, or safety, as well as any malfunction of the Product, even if the event did not cause any health risk to the user or patient.
The Client also acknowledges that the Seller may initiate a product recall and agrees to cooperate with the Seller to carry out this recall, with transportation costs borne by the Seller. The Product will be reimbursed by the Seller at its usage value.
WARRANTIES
The Client benefits, as a matter of law and without additional payment, from the legal warranty against hidden defects.
Article 1641 of the Civil Code:
“The seller is bound by the warranty for hidden defects of the sold item that make it unfit for the use for which it is intended, or that so diminish its use that the buyer would not have acquired it, or would have given a lower price for it, had they known of the defects.”
Article 1648, first paragraph of the Civil Code:
“The action resulting from redhibitory defects must be brought by the purchaser within two years from the discovery of the defect.”
It is specified that the warranty against hidden defects does not apply to defects resulting from non-compliance with the rules of use of the Product, including environmental and electrical supply specifications, improper or inadequate maintenance by the Client, negligence or carelessness of the Client, apparent defects, deterioration or defect caused by natural wear or an external accident, malfunction resulting from force majeure or external causes.
RESPONSIBILITY
GENERAL PRINCIPLES
Each Party is liable under the conditions of common law, the Seller’s obligations being, by nature, obligations of means.
The Seller’s liability can only be engaged in the case of proven fault resulting in direct damage suffered by the Client, except in cases of misuse of the Products by the Client, force majeure, or malfunction of the Website. The Seller’s liability is capped, for all damages combined, at the amount of the Order.
FORCE MAJEURE
The Parties are released from liability for any failure to fulfill their contractual obligations in the event of force majeure as defined in Article 1218 of the Civil Code.
If the force majeure event lasts more than six (6) weeks, either Party may request the termination of the Order by registered letter with acknowledgment of receipt. If the Order has not been processed by the Seller due to a force majeure event, the Client may be refunded the amounts paid but will not be entitled to damages.
INTELLECTUAL PROPERTY
Any use, in any form whatsoever, by the Client of the Seller’s intellectual property rights, notably the trademark “DENTAL EVOLUTION” or any element of its Website (development, graphics, trademark, visuals, etc.), is strictly prohibited without the prior written consent of the Seller. Failure to comply with this prohibition constitutes counterfeiting, which may engage the civil and criminal liability of the infringing Client.
The Client agrees to respect any applicable intellectual property rights related to the Product and acknowledges that the sale of the Product does not, under any circumstances, transfer any intellectual or industrial property rights therein. The Client guarantees the Seller against any claim or action in this regard.
PERSONAL DATA
Each Party is required, within the framework of concluding and performing the Contract, to comply with the applicable personal data protection regulations, notably EU Regulation 2016/679 of April 27, 2016, known as the “GDPR.” To this end, each Party will process personal data relating to the employees or legal representatives of the other Party. Each Party acts as a Data Controller of this personal data with respect to the other Party.
The processing of this personal data is based on the legitimate interest of each Party to perform the Contract in accordance with its contractual obligations.
The recipients of this data are the employees responsible for processing this data within the scope of their respective duties within each Party and their possible service providers. This data may also be transmitted to internal departments in charge of accounting or dispute monitoring.
The data is retained for the entire contractual duration and the legal limitation period.
Employees involved in the performance of the Contract and the legal representatives of each Party have the right to access, rectify, erase, restrict, port, and object to the processing of their data, as well as the right to define directives regarding the fate of their data after their death. These rights can be exercised through the contact point of the other Party provided in the order form.
They also have the right to file a complaint with the CNIL (French Data Protection Authority).
Each Party is responsible for informing its employees about the processing of their data carried out by the other Party and the contact details of the other Party through which they may submit a rights request.
GENERAL STIPULATIONS
INDEPENDENCE OF THE PARTIES
The Parties to the Contract declare themselves independent of each other. Neither Party is authorized to represent or commit on behalf of the other Party.
Furthermore, the signing of the Contract shall in no case be considered as establishing between the Parties a partnership, joint venture, or any other situation resulting in reciprocal representation or joint liability toward their respective creditors.
NON-EXCLUSIVITY
The Contract does not create any exclusivity between the Parties and does not limit in any way the freedom of the Parties to enter into a contract similar to this Contract.
ENTIRE AGREEMENT
This document (including its preamble and any annexes which form an integral part of it) represents the entire Contract between the Parties.
In case of any contradiction between the Contract and any annex, the Contract shall prevail.
Any modification must result from a written agreement signed by both Parties.
SEVERABILITY
If any provision of these General Terms and Conditions of Sale (CGV) is held to be invalid or declared as such by law, regulation, or a final court decision, the validity of the remaining provisions shall not be affected.
In such a case, the Parties shall, if possible, replace the invalid provision with a valid provision reflecting the spirit and purpose of the CGV.
NO WAIVER
The failure of a Party to enforce any provision of the CGV strictly, on any occasion, shall not be considered as a waiver of such rights and shall not prevent that Party from enforcing the strict compliance of that or any other provision at any time.
HEADINGS
The headings of the CGV articles are for reference purposes only and shall not be considered as having any contractual value or particular meaning.
APPLICABLE LAW
The Contract is governed by French law.
Any dispute relating to the interpretation, conclusion, execution, or termination of the Contract shall first be subject to an attempt at amicable resolution between the Seller and the Client.
To this end, the more diligent Party shall notify the other of the dispute by requesting a meeting within ten (10) calendar days by registered letter with acknowledgment of receipt.
The dispute must then be resolved within one (1) month from the amicable resolution meeting.
IF AMICABLE RESOLUTION FAILS BETWEEN THE SELLER AND THE CLIENT, the dispute may be submitted by the more diligent Party to the jurisdiction of the Commercial Court of LILLE METROPOLE, notwithstanding multiple defendants or third-party claims, including for urgent or protective proceedings, in summary proceedings or by petition.