Article 1 – Definitions
In this context, terms beginning with a capital letter have the following meaning:
“T&Cs“: these general terms and conditions of sale in the version applicable on the day of the Order.
“Customer“: the natural person having the status of Health Professional or the health establishment (within the meaning of articles L.6111-1 et seq. of the French Public Health Code), which places orders for the needs of a Health Professional on the website www.stemcis.com (the “Website”)
“Order“: the order of Product(s) placed by the Customer on the Website.
“Working Day“: means a day (other than a Saturday or Sunday) on which banks and financial markets are open in France and Alsace-Moselle.
“Parties“: STEMCIS and the Customer.
“Product(s)“: products sold on the STEMCIS website, currently (i) kits of sterilised and single-use surgical instruments, (ii) centrifuges, (iii) supports for surgical instruments and (iv) rotors for centrifuges.
“Health Professional“: a person exercising (i) a medical profession as defined in articles L.4111-1 et seq. of the Public Health Code, or (ii) the nursing profession as provided for in articles L. 4311-1 et seq. of the Public Health Code.
Article 2 – Purpose and scope
These T&Cs constitute the general framework applying to any online sale concluded between STEMCIS and the Customer.
The Customer expressly acknowledges that none of the clauses or conditions that may appear in other documents, advertisements, catalogues or other are applicable to the sale of the Product(s). In particular, the general or specific conditions for the Customer’s purchase, sale, service or licence are excluded.
The Customer will only be able to validate an Order if they have read these T&Cs and state that they accept them.
Article 3 – Creation of the Customer account – Orders
3.1 Prior to placing any Order, each Customer is asked to create an account on the Website, to certify that it is a Healthcare Professional or a healthcare establishment ordering for the needs of a Healthcare Professional, and to provide the delivery and billing address.
If there are any doubts concerning the Health Professional’s position, or if the billing address is different from the delivery address, STEMCIS contacts the Customer to check that it can confirm the creation of the account and complete the online sale.
The Customer can freely modify the settings of his/her account. The Customer is informed that any change to the Customer account settings will give rise to reverification by STEMCIS.
After confirmation of the Customer account creation by email from STEMCIS, the Customer can place orders on the Website.
Access to the Customer account is protected by a password determined by the Customer. The Customer is solely responsible for access to their account on the Website and must take all necessary precautions to keep login credentials confidential.
3.2 Place of delivery
STEMCIS works with exclusive distributors for the sale of its Products in reserved territories (the “Reserved Territories“).
Consequently, the Customer is informed that STEMCIS is not authorised to process Orders if the place of delivery is in a Reserved Territory.
Similarly, any request for delivery of Products to a territory under embargo or subject to any other international economic sanction will be refused by STEMCIS.
When creating the Customer account, the place of delivery is formally verified by STEMCIS.
If the place of delivery is in a Reserved Territory, STEMCIS informs the Customer by email when validating the Customer account creation or when changing the account settings if the Customer asks to change the place of delivery (if the account has already been created). STEMCIS then gives the Customer contact details of its exclusive distributor for the Reserved Territory in question, and invites the Customer to place an order directly with this distributor.
In parallel, STEMCIS also gives the Customer’s contact details (surname, first name, telephone number and email address) to the relevant exclusive distributor if the Customer has expressly consented, when creating the account, to STEMCIS sharing the Customer’s personal data with a third party for the purposes of Product sales.
3.3 All Products can be purchased separately on the Website.
When a Product is out of stock, the Customer is informed on the Website and cannot place Orders.
Article 4 – Pricing – Payment
The price of the Products must be paid in full in advance by the Customer when placing the Order on the Website. The price is firm and irrevocable once the Customer has placed an Order. It contains any applicable savings, reductions or discounts. Prices are always given in euro excluding tax (€ excl. tax); VAT (at its rate applicable at the time of invoicing) will be applied to all invoices issued by STEMCIS, as appropriate.
The paid invoice is sent to the Customer by email after confirmation of payment for the online Order.
Payment for orders is made by credit/debit card on a secure online payment platform.
Under no circumstances may sums potentially due to the Customer from STEMCIS be deducted from the invoice amount, as the Customer is not authorised to carry out offsetting.
No discount will be given for early payment by the Customer.
In accordance with the provisions of article L. 441-10-II of the French Commercial Code, any delay in payment by the Customer will result in the automatic enforcement of late payment penalties of an amount equal to three (3) times the legal interest rate in effect on the due date. Interest will start to accrue from the payment date on the invoice and will continue until full payment of all sums due to STEMCIS. A fixed sum of €40 will be due for any late payment; additional compensation may be required if the recovery costs exceed this amount.
STEMCIS reserves the right to modify the price of the Products at any time.
Article 5 – No right of withdrawal
Orders are firm and final from the online payment by the Customer and cannot be cancelled, even in part.
Note that within the meaning of the French Consumer Code, “professional” means any natural or legal person, public or private, who acts for purposes falling within the scope of its commercial, industrial, craft, liberal or agricultural activity, including on behalf of another professional.
Once the Products are acquired by the Customer for their professional activity or on behalf of another professional, the Customer is considered a “professional” and not a “consumer” within the meaning of the Consumer Code. Consequently, the right of withdrawal applicable to contracts concluded remotely by consumers within the meaning of the Consumer Code cannot be invoked by the Customer.
Article 6 – Delivery
Product prices are understood to be carriage paid. Delivery costs are invoiced in addition to the Product price and are calculated prior to payment of the Order, depending on the place of delivery given by the Customer.
The Products are prepared and packaged by STEMCIS or by one of its subcontractors, under its responsibility.
As an indication, the preparation time for an Order by STEMCIS is around 5 Working Days.
The delivery times indicated when placing the Order on the Website correspond to the indicative times given by each carrier and do not constitute a firm commitment.
Consequently, delays in delivery cannot give rise to penalties, damages or cancellations of Orders.
The Products are sold under INCOTERM DAP (INCOTERMS 2020) and are transported at the Customer’s risk and expense. In particular, the Customer must pay customs duties and taxes resulting from the Order to the carrier and/or local authorities, depending on the place of delivery of the Order.
Risks automatically transfer to the Customer when STEMCIS hands over the Products to the carrier.
Before accepting any Order from the carrier, the Customer is responsible for checking the appearance of the package delivered as well as its contents.
Any apparent defect noted by the Customer in the package containing the Products (damaged or deformed package) or in the Products themselves must be subject to reservations with the carrier at the time of delivery and must be reported by email to STEMCIS customer services within 24 hours of the date on which the Customer refused delivery of the Products, as indicated by the carrier’s slip countersigned by the Customer (or the person authorised by the Customer to receive the package). Any complaint must be accompanied by photos of the package and/or the damaged Products.
In order for reservations made with the carrier to be duly taken into account by STEMCIS, the Customer must refuse delivery of the disputed Order with the carrier and take photos of the damaged package and/or Products. If reservations are made to the carrier but the Order is accepted by the Customer, or without photos of the damage, STEMCIS reserves the right to refuse any return of the Products concerned in these circumstances.
If it is established that the damage occurred before the delivery of the Product to the Customer (for example, during the preparation of the Order or transport), STEMCIS offers the Customer either a full refund of the price of the Order concerned, or dispatch at no additional cost (including transport costs) of new Products to the Customer. In the event that the Customer has not refused delivery of the Order from the carrier, the Customer is asked to return all Products concerned by the complaint to STEMCIS, the return costs being borne by STEMCIS.
Article 7 – Customer account deletion
If a Customer does not place an Order for more than three years, STEMCIS emails the Customer to report this lack of activity on the account and inform the Customer of the account closure and then deletion, unless the Customer indicates otherwise within one month of the date of the email. At the end of the aforementioned period of one month, if the Customer has not informed STEMCIS in writing that they want to keep the account, the Customer account is automatically deleted.
A Customer’s data is kept by STEMCIS for a period of 12 years from the date of their last Order.
However, any Customer wishing to place an order and whose account has been deleted will be required to recreate an account on the Website.
Article 8 – Intellectual property
STEMCIS remains the sole owner of all intellectual property rights to the Products. The Customer does not receive under the Order or these T&Cs any right to the intellectual property of STEMCIS.
STEMCIS also remains the sole owner of the registered trademark “STEMCIS”. Any unauthorised use of the STEMCIS brand by the Customer may give rise to legal proceedings for infringement.
STEMCIS grants the Customer, in return for full payment of the price of a Product, a worldwide, non-exclusive licence to use and exploit the intellectual property rights relating to the Product to the extent strictly necessary for the use of the Product to exercise their medical professional activity.
By purchasing the Products, the Customer acknowledges that they receive the personal right to use them in accordance with their reasonable use and in a strictly medical context, linked to the exercise of their medical professional activity, excluding the right to produce or reproduce and resell the Products. The Customer also expressly refrains from any reverse engineering on the Products.
Article 9 – Liability – warranty
9.1 The Products sold comply with the French and European legislation in force, in particular with regard to medical devices.
Single-use kits are Class IIa medical devices and are sold under CE marking in accordance with European Union Regulation No. 2017/745 relating to medical devices. Additionally, single-use kits have been approved by the US Food and Drug Administration.
STEMCIS cannot be held liable in the event of non-compliance with the applicable legislation in countries outside the European Union where the Products may be delivered.
In accordance with articles 1641 et seq. of the Civil Code, the Products are guaranteed against any hidden defect for a period of two (2) years from the discovery of the hidden defect by the Customer.
STEMCIS DOES NOT PROVIDE THE CUSTOMER WITH ANY GUARANTEE OTHER THAN THE LEGAL GUARANTEE MENTIONED IN THIS ARTICLE.
9.2 The Customer uses the Products under their sole and entire responsibility. The Customer is in particular solely responsible for ensuring the conformity or suitability of the Products for any use.
Centrifuges and kits come with user manuals.
The centrifuges are sold with a protocol of use pre-programmed by STEMCIS in order to offer optimal use (“FatWash mode”). The Customer is free to adapt the protocol to their needs as they see fit and to reprogram the centrifuge (“Free mode”), to the extent strictly necessary to use the centrifuge as required to exercise their medical professional activity. STEMCIS cannot in this case be responsible for a lack of efficiency or a degraded efficiency of the centrifuge reprogrammed by the Customer. STEMCIS does not guarantee that the centrifuge is compatible with products other than those sold by STEMCIS on the Website.
9.3 STEMCIS can in no way be held responsible for (i) misuse, use not in accordance with the user manuals or improper handling of the Products by the Customer or a third party or (ii) damage caused by the reuse of a single-use kit by the Customer or a third party, or damage caused by the use by the Customer or a third party of Products whose expiry date has expired or (iii) the impossibility of use of the Products by the Customer or a third party, or (iv) damage caused by non-compliance with the normal storage conditions of the Products by the Customer and, more generally, any fault or negligence of the Customer, the end user or any other third party, not attributable to STEMCIS or one of its possible subcontractors.
None of the Parties is responsible for (i) indirect damage or prejudice or (ii) non-performance of its obligations caused by a case of force majeure.
Similarly, STEMCIS cannot be held liable for any inconvenience or damage inherent in the use of the Internet, in particular a break in service, external intrusion or the presence of computer viruses on the Website.
If STEMCIS’s liability were engaged, the amount of compensation to be owed to the Customer, in the aggregate of all damages and causes combined, could not exceed the full amount of XX euro, except in the case of any gross or intentional fault on the part of STEMCIS.
Article 10 – Data protection
As data controller, STEMCIS complies with the applicable provisions of EU General Regulation No. 2016/679 on the protection of natural persons with regard to the processing of personal data (“GDPR”).
Article 11 – General provisions
11.1 – Failure of one of the Parties to pursue with the other Party a breach of any of the obligations referred to in these T&Cs does not mean that the party no longer has to perform the obligation in question in future.
11.2 – If one of the clauses of these T&Cs is held to be invalid or declared as such in application of a law or regulation, or following the final decision of a competent jurisdiction, the Parties agree that the said stipulation will be replaced by a valid stipulation whose effect comes as close as possible to the initial intention of the Parties, and that the other stipulations will retain all of their force and scope.
11.3 – The Customer is personally bound by the placing of the Order. Under no circumstances may they assign the rights and obligations that they derive from the T&Cs or an Order to a third party.
11.4 – Force majeure. The obligations of STEMCIS will be automatically suspended and its liability released, in the event of the occurrence of events beyond its reasonable control likely to stop or affect the manufacture or transport of the Products, or to prevent the normal execution of the sale, when these events present the characteristics of force majeure within the meaning of the French Civil Code and case law.
11.5 – Subject to the application of the provisions relating to delivery, any dispute on the part of the Customer relating to the entire commercial relationship with STEMCIS (invoice, quality of the Products, miscellaneous debt etc.) cannot be taken into account, after expiry of a period of twelve (12) months from the occurrence of the disputed event.
11.6 – The Order and these T&Cs are subject to French law, except for its rules on conflict of laws. FOR ANY CONTESTATION OR ANY DIFFERENCE RELATING TO THE ORDER OR THE PRODUCTS, AS WELL AS THE APPLICATION OR INTERPRETATION OF THESE TERMS AND CONDITIONS, ONLY THE COURTS OF THE CITY OF PARIS (FRANCE) SHALL BE COMPETENT.