CGV

In the context of these general conditions of sale, the term "seller" designates the company BioSmile Integration identified as such on the invoice or / and Purchase Order or / and Delivery Note, or / and Order Confirmation. The term "product" or / and "material" or / and "merchandise" refers to the products or / and materials appearing on the invoice or / and Purchase order or / and Delivery slip, or / and Order confirmation; The term “buyer” or / and “customer” designates the natural or legal person who purchases products or / and materials from the company Biosmile. Sales made by BioSmile Integration are exclusively governed by French law and these general conditions. The general conditions of purchase of customers are therefore inapplicable to the sales in question. Any deviation from the present general conditions of sale and from the list price is subject to the prior and express agreement of BioSmile Intagration given in writing at the latest when confirming the order.

Any order implies acceptance by the buyer of these conditions. BioSmile Integration is only bound by orders that have been confirmed in writing on its part. BioSmile Integration reserves the right not to follow up an order from a customer who is not up to date with its regulations. In the event of an order by telephone in accordance with professional practice, the customer expressly waives the right to regularize "purchase orders", in the same way in the event of delivery by carrier, the customer expressly waives the right to regularize delivery slips ". Failure to dispute by registered mail, within 8 days of delivery, the invoice will be recorded in accordance with the Delivery Note, or / and the order placed.

Delivery is made either by simple provision or by delivery to a carrier at the seller's premises. Deliveries can be made in whole or in part. Any delay does not entitle the buyer to cancel the sale, refuse the goods or claim damages. BioSmile Integration declines all responsibility when our contractual commitments are deferred or not executed in the event of force majeure. The following are considered in particular without being exhaustive as force majeure: strikes, either total or partial, occurring at our premises or at our suppliers, accidents, fires and generally any forced reduction in production, lack of equipment and transport, war , political risks… No return or exchange of material can be accepted without the prior agreement of BioSmile Integration. In the event of a return or exchange duly accepted by us, the equipment must be returned by the customer in carriage paid in original packaging and recognized in good condition by BioSmile Integration. All returns of implants with an expiration date of less than 12 months will be subject to a sterilization fee. Transfer of risk: Delivery is made at the premises of BioSmile Integration. In all cases, the goods travel at the risk and peril of the recipient, even sold against reimbursement. For delays, damage, missing items, etc., the recipient customer will not have recourse against the carrier to the extent that the reservations have been made upon receipt of the package. Any complaint, to be accepted, must be confirmed to the carrier within 48 hours of receipt of the goods by registered letter with acknowledgment of receipt.

The goods are invoiced at the prices in force on the date of the order. The prices of the tariff are inclusive of VAT, packaging included, carriage paid for all orders over 150 euros HT, deliverable in mainland France, except express delivery remaining the responsibility of the customer. For all orders of less than 150 euros excluding tax as well as for all those made by express, transport costs are invoiced to the customer with a minimum of 12.00 euros excluding tax for components and 0.00 euros excluding tax for CFAO frames and pillars. For orders intended for export or overseas territories, shipping costs will be invoiced at the current rate of the carrier used by BioSmile Integration. Price offers which are deviating from the catalog price are only valid if they are made in writing, and only for their period of validity. In the absence of an express indication to the contrary, the validity period is thirty (30) days

Invoices are dated the day of delivery, and are payable on their stipulated deadline, which may in no case exceed the ceiling set by article 6 of the Law on the Modernization of the Economy of August 4, 2008, amending article L441-6 of the Commercial Code. Failure to make payment when due makes payment of all invoices immediately due even if they have given rise to drafts put into circulation, the seller also reserving the right to resume delivery under the article VII of these general conditions of sale (retention of title clause) and to terminate the contract. There is no discount for early payment of invoices. BioSmile Integration reserves the right at any time to request any real and / or personal payment guarantees it deems necessary. If they are not obtained, BioSmile Integration may cancel the order or the part of the order remaining to be executed.

The total or partial non-payment of invoices by the buyer to the seller, on the agreed date, without a reminder being necessary, entails the immediate payment of all sums due, in addition to the perception of penalties set at 3 times the rate. legal interest (this rate being equal to that applied by the ECB to its most recent refinancing operation, increased by 10 percentage points), a penalty clause of fifteen percent (15%) of the sums still due, and as of right for professional principals, compensation for recovery costs in an amount of at least € 40. In the event of debt recovery by a litigation service, the related costs will be borne by the buyer

The seller retains ownership of the goods designated in this document, until full payment of their price in principal, accessories, and interest. Failing payment by the agreed deadline, the seller may demand the return of the goods at the buyer's expense, and the sale will be terminated automatically if the seller sees fit. Resale or transformation: As the goods remain the property of the seller until full payment of their price, the buyer is prohibited from disposing of them for resale or transformation. However, as a simple tolerance and for the sole needs of its activity, the seller authorizes the buyer to resell or transform the designated goods provided that the buyer pays, upon resale, the full remaining price. due, the corresponding sums being, from now on, pledged for the benefit of the seller in accordance with article 2071 of the civil code, the purchaser becoming simple depositary of the price. In the event of suspension of payments, the purchaser undertakes to communicate on request the name and address of his purchasers as well as the amount of the price owed by them. In the event of a seizure made by a third party on these goods, the buyer is required to immediately inform the seizing third party and the seller.

Without prejudice to the arrangements to be made vis-à-vis the carrier, complaints on apparent defects or non-conformity of the goods delivered or on the shipping slip, must be made within 8 days of the arrival of the products. It will be up to the buyer to provide any justification as to the reality of the defects or anomalies noted and to leave the seller every facility to proceed to the finding of defects in order to remedy them. The customer will refrain from intervening himself or involving a third party for this purpose. Under no circumstances can the buyer return the goods without being authorized by the seller. The goods must be returned to the seller within 8 days of the latter's agreement. A credit will be issued by the seller for the benefit of the buyer, the amount of which will be that of the corresponding invoice.

The goods sold are guaranteed against any operational defect resulting from a manufacturing or design defect according to the following conditions: BioSmile Integration's liability for goods which are recognized as non-conforming or defective will be limited, at the choice of the seller, even in the event of a hidden defect, either to the replacement of the goods in question, or to the reimbursement of their value. Products replaced or reimbursed will remain the property of the seller. The company BioSmile Integration declines all responsibility for any incident or damage caused by its products after their modification by a third party or the purchaser, as well as in the event of improper use or storage by the customer or a third party. Likewise, defective operation resulting from normal wear and tear of the products, a fault in assembly or improper storage of the goods are excluded from the scope of the guarantee, as such the customer acknowledges having received by BioSmile Integration all the documentation. and technical information needed. The fulfillment by the seller of the guarantee obligation defined above excludes any recourse by the buyer against BioSmile Integration both for the termination of the contract, for the demand for damages or any other cause whatsoever. whether.

Any dispute relating to this sale, even in the event of a warranty claim, will be subject to the exclusive jurisdiction of the Commercial Court of Paris, even if there is a plurality of defenders.