General Conditions of Purchase
VITALIA GROUP GENERAL CONDITIONS OF PURCHASE
ARTICLE 1 .SCOPE OF APPLICATION
1.1 These General Conditions of Purchase (GCP) apply to all purchases of products and services, whether medical or otherwise (hereinafter referred to as the “Products”), by Vitalia healthcare establishments, in the absence of a specific contractual arrangement between the Supplier and GIE Vitalia.
1.2 In cases where there exists a specific contractual arrangement (such as a reference listing agreement) between the Supplier and GIE Vitalia, the GCP shall apply in addition to this arrangement.
1.3 Should any of the provisions of these GCP be held to be inapplicable for any reason whatsoever, all of the remaining provisions remain valid and enforceable.
1.4 For the purposes of these GCP, “days” are understood to be business days and “hours” are understood to fall between 8 a.m. and 6 p.m. on business days.
ARTICLE 2 .ORDERS
2.1 An order is only valid if a purchase order has been submitted by fax or any other agreed written method (including electronic mail, for instance). Each purchase order must mention the specific conditions granted by the Supplier to Vitalia healthcare establishments and must, apart from satisfying legal requirements for such documents, include at least the following elements of information:
- Designation and quantity of each of the Products ordered
- Unit price exclusive of VAT quoted by the Supplier for each of the Products
- Total invoice amount exclusive of VAT for the purchase order
- VAT rate and amount
- Total invoice amount inclusive of VAT
- Shipping and handling charge should the purchase order not meet the minimum requirement for a post-paid order
- Specific trade conditions applicable to the purchase order, if any (such as a discount)
- Agreed delivery schedule
- Address of the issuer of the purchase order
- Delivery address as well as the days and hours for the receipt of merchandise
- Billing address
- Name and contact information for the duly authorised individual responsible for the purchase order
2.2 Should the Supplier wish to refuse the order, notice must be sent of this refusal by fax, or any other agreed means of written communication (such as electronic mail), requesting an acknowledgement of receipt, to the Vitalia healthcare establishment in question. This notice must be received no later than 8 (eight) hours following receipt of the order. If no such notice is received within this agreed time period, the purchase order shall be considered as accepted by the Supplier.
2.3 In the absence of any specific contractual arrangement, the purchase order accepted by the Supplier constitutes a firm and definitive commitment on its part and implies in particular:
- Its acceptance of these GCP; and
- The exclusion of its own General Conditions of Sale.
ARTICLE 3 .CAPABILITIES OF THE SUPPLIER
3.1 The Supplier attests to having:
- The resources, especially technical skills, and the means necessary to ensure the supply of the Products in accordance with the requirements of the order, in particular in terms of quantity, quality, performance and delivery schedules;
- Sufficient financial capacity and human resources so as to be certain to ensure the supply of the Products without any risk of interruption;
- The authorisations, rights and accreditations necessary to supply the Products.
3.2 The Supplier hereby states that it is in perfect compliance with legislation in force, particularly labour and tax regulations, and that it has paid all sums owed in this regard (including taxes, duties and contributions).
ARTICLE 4 .SUPPLIER OBLIGATIONS
4.1 The Supplier guarantees to the Vitalia healthcare establishments that the Products supplied shall be consistent with those ordered, particularly in terms of quantity, quality, viability and delivery schedules, and thereby accepts an obligation of results. The Supplier also guarantees the compliance of all Products with regulations in force, standards deemed mandatory and public health safety measures taken by the Ministry of Health (i.e., those of the AFSSAPS, the French health products safety agency).
4.2 The Supplier undertakes to provide any document or other information pertaining to the use of the Products to Vitalia healthcare establishment upon request.
ARTICLE 5 .OBLIGATIONS OF VITALIA HEALTHCARE ESTABLISHMENTS
5.1 Vitalia healthcare establishments undertake to respond to all written requests for information received from the Supplier with respect to the conditions for the fulfilment of orders and to collaborate with the Supplier in good faith.
5.2 Vitalia healthcare establishments guarantee to the Supplier the payment of the quoted prices for Products in accordance with the conditions set forth either in an agreement concluded with GIE Vitalia or in an estimate, which shall be reiterated on the purchase order.
ARTICLE 6 .PRICES
6.1 Prices applicable are those in effect as of the date of the order. They are stated exclusive of VAT and post-paid, including handling and insurance and after the payment of any taxes other than VAT. Unless specific conditions have been established for a particular order, prices are stated in euros.
6.2 Small orders may be subject to a shipping and handling charge in an amount specified either in the agreement concluded between the Supplier and GIE Vitalia or in the estimate, and reiterated on the purchase order.
6.3 VAT is added to all prices at the rate in force on the date of the transaction.
6.4 No prepayments, deposits or advances of any kind are accepted for any orders unless specific trade conditions have been established to this effect.
ARTICLE 7 .DELIVERY
7.1 Products are delivered only within metropolitan France. They are shipped post-paid to the delivery location indicated in the purchase order. Deliveries are carried out in accordance with the transport and storage conditions appropriate to each product (for example, involving the use of refrigerated transport where required). Deliveries may only be made during the reception days and hours indicated on the purchase order.
7.2 All deliveries are accompanied by a delivery slip or other transport document provided in one original and one copy. The original is intended for the Vitalia healthcare establishment receiving the merchandise, while the copy is to be returned to the Supplier after signing. Apart from satisfying all legal requirements for such documents, the delivery slip or other transport document must mention at least the following elements of information:
- Name and address of Supplier
- Name and address of recipient
- Precise designation of all Products delivered
- Batch numbers and expiry dates
- Quantities and numbers of units per package
- Vitalia purchase order number
7.3 No claim or invoice may be issued by the Supplier and the shipper for deliveries not in compliance with these conditions.
ARTICLE 8 .RECEPTION
8.1 The Supplier is responsible for ensuring that it is equipped with the tools and means necessary to verify that the Products are in compliance with all applicable standards. Any verification of compliance that may be carried out by Vitalia healthcare establishments does not in any way absolve the Supplier of its responsibility in this regard, especially in terms of the quality, quantity and viability of its Products.
8.2 Reception is understood as the confirmation by the Vitalia healthcare establishment in question that the Products delivered are consistent with what is stated on the purchase order. This confirmation notably includes quantitative and qualitative verifications.
8.3 Quantitative verification consists in checking, at the place of delivery, the consistency between the quantity delivered, the quantity ordered and the quantity shown on the delivery slip. If any quantity is not consistent with that stated on the purchase order, the Vitalia healthcare establishment receiving the merchandise may demand the following of the Supplier:
- In the event of a surplus, that the Supplier immediately take back the excess amount; or
- In the event of a shortfall, that the delivery be completed within the delivery period agreed by the Supplier, in the total amount ordered, without prejudice to any indemnification, damages or penalties that the affected healthcare establishment may be likely to claim, on whatever grounds.
Any costs incurred for the collection of merchandise or incomplete delivery remain at the Supplier’s sole expense.
In either case, the appropriate corrections are made to the delivery slip, which is signed by the representatives of both parties present at the location of delivery.
8.4 The qualitative verification of all references supplied allows for the validation of Product compliance with respect to technical specifications as well as regulations and standards deemed mandatory. Should any Product be found not to be in compliance, it shall be refused by the Vitalia healthcare establishment receiving the merchandise and shall need to be replaced by the Supplier at the first request by the affected healthcare establishment, within the agreed delivery period. The Supplier shall bear the entire cost of any replacements, without prejudice to any indemnification, damages or penalties that the affected healthcare establishment may be likely to claim, on whatever grounds.
8.5 The Supplier shall be informed if any product is found to contain a latent defect and shall be required to replace this product, unless the Supplier is able to prove that the defect occurred after delivery. The replacement Product shall be identical, especially in terms of quality, to the one initially appearing on the purchase order. The Supplier shall bear the entire cost incurred for any exchange of Products, without prejudice to any indemnification, damages or penalties that the affected healthcare establishment may be likely to claim, on whatever grounds.
8.6 In the event of a late delivery, a refusal to honour an implicitly or explicitly accepted delivery, or a defective delivery not replaced within the period agreed between the affected Vitalia healthcare establishment and the Supplier, the establishment is authorised to immediately procure the Products in question from the supplier of its choice, deemed to be the most appropriate in terms of quality, quantity, performance and delivery schedule. Any difference in price resulting from such a change in supplier to the detriment of the affected Vitalia healthcare establishment shall be invoiced to the Supplier and shall be claimed in the form of a credit, without prejudice to any indemnification, damages or penalties that the affected healthcare establishment may be likely to claim, on whatever grounds.
ARTICLE 9 .PAYMENT
9.1 Any request for payment of a balance may only be submitted after the Products have been received.
9.2 The request for payment (in the form of an invoice) is issued in one original and one copy. Apart from satisfying the legal requirements for such documents, the invoice must include the following elements of information:
- Purchase order number
- Name and address of the Client
- Name and address of the Vitalia healthcare establishment receiving the merchandise
- Invoice date
- Number and domiciliation of the Client’s bank account
- Statement of Products delivered including:
- Designation and quantity of each Product
- Unit price exclusive of VAT for each Product
- Total invoice amount exclusive of VAT
- VAT rate and amount
- Total invoice amount including VAT for all Products delivered
- Shipping and handling charge if the amount of the order is lower than the minimum for post-paid delivery stipulated in the Agreement between the Supplier and GIE Vitalia.
- Any specific conditions stipulated in the Agreement between the Supplier and GIE Vitalia, such as a discount.
9.3 The invoice must be sent to the billing address indicated on the purchase order. A single invoice may not refer to more than one order, unless specific conditions have been agreed to this effect (such as monthly invoicing).
9.4 The invoice shall be paid by wire transfer by the Vitalia healthcare establishment receiving the merchandise subject to the reception of all Products on the order. The payment period is that stipulated either in the Agreement between the Supplier and GIE Vitalia are in the Supplier’s estimate. This period begins as of this date of receipt of the valid and properly formatted invoice.
9.5 In the event of a partial delivery giving rise to a correction of the delivery slip, the Supplier’s invoice shall only be paid in an amount corresponding to the value of the Products received.
9.6 In the event of late payment, the rate of interest on overdue payments shall be that of the legal interest rate in force on the date as of which the overdue interest shall be calculated, increased by 1.5 percentage points.
ARTICLE 10 .DELIVERY SCHEDULES AND PENALTIES
10.1 The Supplier is required to deliver the Products in accordance with the schedule set forth in the Agreement concluded between the Supplier and GIE Vitalia or, in the absence of such an agreement, in the Supplier’s estimate, reiterated on the purchase order. This delivery schedule is understood in precise terms. It extends from the reception of the acknowledgement of receipt of the purchase order to the effective delivery of the Products. In the absence of an acknowledgement of receipt of the purchase order, the delivery schedule extends from the issue of the purchase order to the effective delivery of the Products.
10.2 Any extension of the delivery schedule must be requested by the Supplier, whatever its cause (action by the Supplier, a third party, force majeure, etc.) at some point during the contractual delivery schedule. The request for an extension of the delivery schedule must be sent in writing (fax or electronic mail), requesting an acknowledgement of receipt, to the person responsible for the order. The request for an extension of the delivery schedule must mention, in particular, the causes for the late delivery and the new proposed delivery schedule.
- The decision by the person responsible for the order to grant or not to grant the extension of the delivery schedule is sent in writing (fax orelectronic mail), requesting an acknowledgement of receipt, to the Supplier.
- In the event of a refusal to grant the extension of the delivery schedule, the person responsible for the order is entitled to cancel the order without entailing any request for financial compensation, indemnification, damages or any other penalty to be paid by the Supplier.
- In the absence of a response to grant or not to grant the extension after a period of 8 (eight) days as from the receipt of the extension request, the request for the extension of the delivery schedule shall be deemed to be implicitly accepted.
10.3 In the event of a failure to comply with the agreed delivery schedule, apart from the indemnification that may be claimed with respect to Article 8.6 of these GCP and any other damages, each Vitalia establishment may apply late delivery penalties equal to 0.5% of the total amount inclusive of VAT of the order in question, per day of lateness. The total amount of late delivery penalties may not exceed 20% (twenty percent) of the total amount of the order inclusive of VAT. These penalties are due upon presentation of the corresponding invoice. The settlement of these penalties may, at the choice of the establishment, be demanded in the form of a direct payment or a deduction from the sums due to the Supplier.
ARTICLE 11 .APPLICABLE LAW AND COMPETENT JURISDICTIONS
11.1 These GCP are governed exclusively by French law.
11.2 Should any disagreement or dispute arise in relation to the establishment, performance or interpretation of these GCP, each of the parties undertakes to send written notification to the other party by way of a registered letter with acknowledgement of receipt and to attempt to amicably resolve the disagreement or dispute as quickly as possible.
11.3 In the event of a failure to amicably resolve the disagreement or dispute within a minimum period of 15 (fifteen) days as from the reception of the notice of disagreement or dispute, the courts of competent jurisdiction shall be those of the locality where the Vitalia healthcare establishment is headquartered.
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