Applicable as of 24th April 2025
General Terms and Conditions of Sale
PREAMBLE
- These General Terms and Conditions of Sales (“GTCS”) apply without restriction or reservation, to all sales of products or medical devices made by CILIATECH, a simplified joint stock company registered with the Annecy Trade and Companies Registry under number 834 021 453 (hereinafter “CILIATECH” or the “Seller”), to professional purchasers (hereinafter the “Customer(s)”), whether they be public or private healthcare establishments, distributors or self-employed healthcare professionals.
- CILIATECH and the Client are hereinafter collectively referred to as the “Parties.”
- CILIATECH designs, develops, manufactures and markets medical devices subject to applicable public health regulations, in particular Regulation (EU) 2017/745 on medical devices (hereinafter the “Product(s)”). As such, its Products are exclusively intended for professional use and must be used in accordance with their intended purpose and the instructions provided. Each Product is accompanied by an instruction manual approved by the relevant notified body. It is the Customer’s responsibility to consult the description sheet for each Product to find out its essential characteristics, and any conditions of care and use.
- The purpose of these GTCS is to define the rights and obligations of the Parties resulting from the sale of Products offered by CILIATECH.
- These GTCS are systematically communicated to all Customers prior to immediate purchase or order placement, and shall prevail, where applicable, over any other version or any other contradictory document (in particular the Customer’s own general terms and conditions of purchase). No special condition may, without the Seller’s express written acceptance, prevail over these General Terms and Conditions of Sale.
- They express all the obligations of the Parties. In accordance with article L.441-1 of the French Commercial Code, they constitute the sole basis of the commercial relationship between the Parties, and the Customer is therefore deemed to accept them without reservation.
- The Customer declares having read and accepted these GTCS before making an immediate purchase or placing an order. These GTCS may be subject to subsequent modifications, and the version applicable to the Customer’s purchase is that in force on the date of the immediate purchase or the placing of the order.
ARTICLE 1 – ORDERS
1.1 Orders may be placed either as part of a specific annual contract negotiated with the Customer, or on an ad hoc basis. In all cases, the commercial conditions (prices, quantities, deliveries, any free items, incoterms, etc.) are defined between the Seller and the Customer on a case-by-case basis in special terms formalized in specifications, a purchase order or any other contractual document complementary to these GTCS.
1.2 Orders must be made in writing and clearly indicate the references, quantities and specifications of the Products. They are irrevocable for the Customer, unless accepted in writing by the Seller.
1.3 Customer orders are subject to written acceptance by the Seller, who may to the extent permitted by law refuse any order or accept it in whole or in part.
1.4 Orders submitted to the Seller are irrevocable for the Customer, unless accepted in writing by the Seller.
ARTICLE 2 – PRICES
2.1 Products are supplied at the prices in force on the Seller’s price list on the day of immediate purchase or registration of the order by the Seller. Unless otherwise stipulated, prices are expressed in Euros, exclusive of tax.
2.2 Unless otherwise stated, prices are for products in standard packaging, ex seller’s premises.
2.3 Prices are fixed and non-revisable during their period of validity, as indicated on the Seller’s price list, the Seller reserving the right, outside this period of validity, to modify prices at any time.
2.4 Unless otherwise stipulated, prices do not include the costs of processing, shipping, transport, delivery and customs clearance (where applicable), which are invoiced to the Customer in addition, under the conditions indicated on the Seller’s price list and calculated prior to the immediate purchase or placing of the order.
The payment requested from the Customer corresponds to the total amount of the sale, including these charges.
2.6 The amounts invoiced by the Seller correspond to the prices in effect and agreed upon at the date of the order. If no specific conditions have been agreed upon, the Seller’s standard price list shall apply.
The Customer may consult the applicable prices at any time upon request to the Seller.
The Seller reserves the right, even where prices have been individually agreed upon, to unilaterally modify or increase the prices of the products covered by the contract at any time and at its sole discretion, notably to reflect increases in production or distribution costs, or fluctuations in local currencies relative to the Euro.
Reasons that may justify such price adjustments include, but are not limited to, increases in the cost of raw materials, production or distribution costs, sales or administrative overheads, and other general expenses (e.g., rent, interest and other financing costs, staff or service provider expenses), as well as taxes or government-imposed charges or increases in price indices (such as the consumer price index).
The Seller shall inform Customers at least 30 days prior to the intended price adjustment.
ARTICLE 3 – TERMS OF PAYMENT
3.1 Unless otherwise stipulated, invoices issued by the Seller shall be payable within 30 days of receipt of the Products.
In the event of repeated failure to comply with payment deadlines, the Seller reserves the right to require advance payment before making any further deliveries and, after prior notice, to suspend all direct deliveries to the Customer. The Seller shall not be held liable for any loss or damage suffered by the Customer as a result, including the cancellation of operations.
The Customer’s individual credit limit is available upon request at any time and must be respected. The Seller reserves the right to adjust the credit limit at any time in accordance with the Customer’s current financial situation, without prior notice.
3.2 The Seller does not grant discounts for early payment.
3.3 Late payment penalties: any sum not paid by the due date shown on the invoice will incur penalties equal to four times the legal interest rate applicable in France. These penalties are payable by operation of law and will be automatically debited from the Customer’s account. Penalties run from the day following the payment date shown on the invoice.
3.4 A flat-rate indemnity for collection costs of 40 euros will be payable, automatically and without prior notice, by the Professional Customer in the event of late payment. The Seller reserves the right to ask the Customer for additional compensation if the collection costs actually incurred exceed this amount, on presentation of supporting documents.
3.5 Retention of title: The Seller retains title to the Products sold until full payment of the price in principal and accessories has been received. In the event of non-payment on any of the due dates, the contract shall be automatically terminated at the Seller’s discretion, and the Products returned without delay at the Customer’s expense and risk. These provisions do not preclude the transfer to the purchaser of the risks of loss and deterioration of the Products sold upon delivery.
The Products sold may not become the pledge of the Customer’s personal creditors in the event of legal action by the Customer’s personal creditors, safeguard, receivership or liquidation proceedings, bankruptcy or insolvency proceedings or any equivalent proceedings under the Customer’s applicable law, the Products sold and not paid for in full may not be seized and shall under no circumstances become the pledge of the general body of creditors. The Customer shall be obliged to return them to the Seller on first request, in particular in the event of failure to remit a bill of exchange within the stipulated period or non-payment of a due date, or in the event of the occurrence of an event likely to cast doubt on the Customer’s actual or presumed solvency.
The Customer undertakes to allow Products to be identified and claimed at any time, it being agreed that Products in stock are deemed to relate to unpaid Products. In the event of a claim, the Products returned will be deemed to be the last invoiced, and will therefore be taken back up to the amount of the unpaid invoices.
3.6 Any deposit paid by the Customer shall remain the property of the Seller by way of lump-sum compensation, without prejudice to any other action that the Seller may be entitled to take against the Customer as a result.
ARTICLE 4 – DELIVERY, FORCE MAJEURE
4.1 Orders may be fulfilled in one or more deliveries, at the Seller’s discretion.
4.2 All delivery dates are given as an indication only. The Seller shall not be held responsible for any delay in delivery, which depends in particular on the availability of carriers and the order of arrival of orders. Delays in delivery may not give rise to any penalty or compensation, nor be grounds for cancellation of the order.
4.3 The Seller shall not be liable for the total or partial non-performance of its obligations under these GTCS, if such non-performance results either from the Customer, or from an unforeseeable and insurmountable act of a third party to the contract, or from a case of force majeure as defined by the jurisprudence of the courts, including, but not limited to, total or partial strikes, in particular of postal services and means of transport and/or communications, epidemics, fires, floods or any other natural disaster, riots, national obstacles to the free movement of persons and goods, terrorist acts, industrial accidents, war or disasters, shortages of subcontractors or suppliers.
4.4 Even in the case of carriage paid shipment, the Seller’s Products travel at the risk of the consignee. In the event of shortage or damage, any complaint must be made to the carrier, who alone is responsible, on the receipt at the time of delivery, and confirmed by registered letter with acknowledgement of receipt within 3 working days of delivery, with a copy to the sender. The Seller’s delivery times are always given as an indication only, and may under no circumstances give rise to damages for delay.
4.5 The Customer acknowledges that it is the carrier’s responsibility to make the delivery, the Seller being deemed to have fulfilled its delivery obligation once it has handed over the Products ordered to the carrier, who has accepted them without reservation.
The Customer therefore has no recourse against the Seller in the event of non-delivery of the Products ordered or of damage occurring during transport or unloading.
ARTICLE 5 – RECEIPT - ACCEPTANCE
5.1 Any failure to submit a written claim within two business days following the delivery of the Products shall be deemed as acknowledgment of receipt and full, unconditional acceptance thereof.
It is the Customer’s responsibility to provide proof of any defects or shortages in the Products delivered.
5.2 Unless otherwise agreed by the Seller, orders cannot be cancelled. Moreover, this agreement may not apply to Products manufactured or in the course of manufacture, which are invoiced to the Customer in all cases.
5.3 If, after inspection, an apparent defect or shortage is found by the Seller or his representative, the Customer may only request the Seller to replace the non-conforming Products and/or to make up for the shortages at the Seller’s expense, without the latter being entitled to claim any compensation or to cancel the Order.
Unconditional acceptance of the Products ordered by the Customer covers any apparent defect and/or shortage.
Any reservations must be confirmed in accordance with the above conditions.
A complaint made by the Customer in accordance with the terms and conditions described in the present article does not suspend payment by the Customer for the Products concerned.
5.4 Under no circumstances can the Seller be held liable for destruction, damage, loss or theft during transport, even if he has chosen the carrier.
5.5 Only conforming Products may be returned. No returns will be accepted for convenience or ordering errors.
Non-conforming Products, once confirmed as such, may be subject to return, provided that they have been previously inspected and confirmed in writing by the Seller. If approved, the return will be organized and covered by the Seller under the conditions it defines.
Any return made without the prior written approval of the Seller, or without complying with the Seller’s instructions, will be refused. The Customer shall bear the costs of any unauthorized return, including export formalities and customs duties, if applicable.
Any Product whose original packaging is opened, altered, damaged or missing shall be considered used and shall not be eligible for any refund, replacement or credit. It will be invoiced to the Customer.
The Customer expressly authorizes the Seller to inspect, at any time and upon request, the storage conditions of Products still in the Customer’s possession, in order to ensure compliance with the requirements stated in the user instructions.
ARTICLE 6 – TRANSFER OF OWNERSHIP - TRANSFER OF RISK
6.1 The transfer of ownership of the Products to the Customer will only take place after full payment of the price by the Customer, regardless of the delivery date of the Products.
6.2 However, unless otherwise stipulated, the transfer of risk of loss and damage to the Products shall occur upon shipment to the Customer, at the time the Products are handed over to the carrier.
ARTICLE 7 – FEES, TAXES, DUTIES, REGULATIONS
7.1 All costs, taxes and duties of any kind, present or future, due as a result of sales, imports, deliveries or use of the Products and Services shall be borne by the Customer and are not included in the sales prices, unless otherwise stipulated.
ARTICLE 8 – LIABILITY - WARRANTY - CONFORMITY - MATERIAL VIGILANCE
8.1 The Seller warrants the Customer against any lack of conformity or latent defect resulting from a design defect in the Products, to the exclusion of any negligence or fault on the part of the Customer. The Products must be used, stored and handled in accordance with the instructions and regulatory conditions, particularly with regard to current health standards.
8.2 The Seller takes great care to ensure the quality of the Products it sells. They comply with French and European regulations in force at the time the order is placed.
8.3 The warranty is limited to the purchase price of Products acknowledged by the Seller as unfit for their intended purpose. Under no circumstances may the Seller be held liable for the direct or indirect consequences of the Products sold, whether to persons or property. No compensation may be claimed for any reason whatsoever.
No replacement will be made if the Product has been damaged as a result of improper use, poor preparation or incorrect intervention.
8.4 The provisions of this warranty may only be invoked by the Customer insofar as the Product is stored and used under normal conditions and in accordance with the Seller’s recommendations. They are not applicable in the event of mishandling, shock or use contrary to the Seller’s recommendations for use and storage and to the relevant rules of the art. Products must be returned to the Seller carriage paid and packaged.
8.5 In the event of a defect, cases will be analyzed individually with the Customer (e.g.: loss or damage during transport, incomplete product). The Seller may decide to replace the Product, issue a credit note or take no action in the event of external medical liability.
The Seller shall not be held liable for any post-operative complications attributable to medical factors or the improper use of the Product. In such cases, no replacement shall be due.
8.6 The Customer undertakes to immediately report any incident or suspected incident related to the use of a Product. In the event of a post-operative complication or adverse event, the medical device vigilance procedure shall be automatically triggered in accordance with the applicable regulations.
8.7 The Customer undertakes to ensure product traceability (batch numbers/serial numbers) and to cooperate with the authorities or the Seller in the event of a withdrawal, recall or safety alert.
8.8 The warranty forms an inseparable whole with the Product sold by the Seller. The Product may not be sold or resold altered, transformed or modified.
8.9 In order to assert its rights, the Customer must inform the Seller in writing of the existence of any defects within a maximum of 3 days of their discovery, failing which any action relating thereto will be forfeited.
8.10 The Customer has a duty to immediately inform the Seller in the event of any observed side effects or adverse events related to a Product and to cooperate with the Seller in fulfilling regulatory reporting obligations. The Customer further undertakes to forward to the Seller, within one business day from becoming aware of the facts, any information concerning a Product malfunction to the following address: vigilance@cilia.tech.
ARTICLE 9 – INTELLECTUAL PROPERTY
9.1 The intellectual property rights attached to the Products, their accessories and packaging, whether registered or not, are and shall remain the exclusive property of the Seller. Any total or partial reproduction, representation, adaptation or modification, for any reason and on any medium whatsoever, without the express prior written consent of the Seller, is strictly prohibited. The same applies to any copyright, design, model or patent belonging to the Seller’s intellectual property portfolio
ARTICLE 10 – TERMINATION CLAUSE
10.1 Each sale is concluded under a condition subsequent. In the event of full or partial non-payment of the price on the agreed due date, the sale shall be automatically terminated, provided this is the Seller’s intention.
10.2 The termination may be extended to all other sales concluded by the Seller with the defaulting debtor that have not yet been paid. Any deposits already paid shall remain acquired by the Seller as a contractual penalty.
ARTICLE 11 - HARDSHIP
11.1 In the event of a change in circumstances that was unforeseeable at the time the contract was concluded, and in accordance with the provisions of Article 1195 of the French Civil Code, the Party who has not agreed to bear the risk of excessively onerous performance may request a renegotiation of the contract from the other Party.
ARTICLE 12 - SEVERABILITY CLAUSE
12.1 In the event that any provision of these GTCS is held to be inapplicable or null and void by a change in legislation, regulation or by a court decision, such provision shall be severed from the remainder of the Terms and Conditions, which shall remain in full force and effect.
ARTICLE 13 - WAIVER
13.1 Delay or failure by the Seller to exercise any power, right or remedy under these GTCS shall not be construed as a waiver of such power, right or remedy. Nor shall any single or partial exercise of a power, right or remedy preclude any further or additional exercise thereof.
ARTICLE 14 - PERSONAL DATA
14.1 Each party undertakes to comply with the regulations applicable to the protection of personal data, including the General Data Protection Regulation No. 2016/679 (the “GDPR”) and Law No. 78-17 as amended.
14.2 The parties will only keep personal data obtained in the course of executing the contract for as long as is necessary under current regulations.
ARTICLE 15 - APPLICABLE LAW - JURISDICTION
15.1 The formation, existence, interpretation, performance, validity and all other aspects of these GTCS or any of its provisions are subject to French law. These GTCS are written in French. Should they be translated into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute.
15.2 All disputes arising out of or in connection with the validity, interpretation, performance, resolution, consequences and consequences of these GTCS shall be submitted to the competent courts in the jurisdiction of Annecy (France), to which the parties declare that they have exclusive jurisdiction, even in the event of a warranty claim or multiple defendants.
