General Terms and Conditions of Purchase

Purchase of pre-owned medical imaging equipment — MLE purchase orders

1. Purpose and scope

The Purchase Terms govern, together with the purchase order issued by MLE (“the Order”), the relationship between MLE and the Seller. They prevail over any general terms of sale of the Seller, in whatever form, unless expressly waived in writing by MLE. Any term of the Seller conflicting with these Purchase Terms is deemed unwritten.

Acceptance of the Order by the Seller — by signed return, by written confirmation (letter, e-mail, portal) or by any start of performance — constitutes unreserved acceptance of the Purchase Terms in the version stated on the Order.

2. Order

Only a written Order bearing the MLE number and reference binds MLE. It specifies the equipment (family, manufacturer, model, serial number, year, configuration, options, software), the site where it is located, the price, the allocation of de-installation, packing and transport services, the agreed dates and any special conditions.

The Seller acknowledges receipt of the Order within five working days. Any change (equipment, price, dates, scope of services) requires a written amendment accepted by MLE. The Seller may not subcontract all or part of its obligations without MLE's written consent.

3. Price and payment

The price is firm and final, expressed exclusive of taxes in the currency stated on the Order. Unless otherwise stated on the Order, it includes the complete equipment as described, its accessories, documentation, the licences and software keys required for its operation, and access to the site for de-installation and removal.

Unless special conditions are stated on the Order, payment is made by bank transfer thirty (30) days after the later of the following dates: actual removal of the equipment and receipt of a compliant invoice (legal particulars, Order number, description and serial number of the equipment, applicable VAT scheme — reverse charge or exemption where relevant). A deposit may only be required if stated on the Order.

MLE may withhold payment, in whole or in part, in the event of non-conformity found at inspection or removal, missing documentation or breach of a regulatory obligation of the Seller, until the matter is remedied. No penalty, surcharge or fee may be invoiced by the Seller without MLE's written consent.

4. Seller's representations and warranties

The Seller represents and warrants:
- that it owns the equipment or is duly authorised to sell it, the equipment being free of any pledge, lien, retention of title, current rental or financing agreement, or third-party right;
- that the equipment conforms to the description in the Order and to the information provided (configuration, options, software versions, tube or source counter, serial number, year, maintenance history);
- that the equipment is complete and was in working order at its last use, except for defects or failures expressly declared in writing before the Order;
- that the software licences, service keys, passwords and options delivered can be transferred or, failing that, that the restrictions have been declared in writing;
- that, to its knowledge, the equipment has undergone no unauthorised modification and is not subject to any unresolved recall or field safety corrective action;
- that no patient data or other personal data remains on the equipment, its media and its workstations at the time of removal (see article 8).

These warranties survive removal and payment. Any inaccurate representation entitles MLE, at its option, to a price reduction, to reimbursement by the Seller of the costs of bringing the equipment into conformity, or to cancellation of the Order, without prejudice to damages.

5. Inspection and acceptance

MLE or its agent may inspect the equipment before de-installation, including powered on and in operation, and consult the maintenance logs and service reports. The Seller facilitates access and makes the relevant people and documents available.

In the event of a discrepancy between the equipment and the Order, MLE may, at its option and without penalty: require the equipment to be brought into conformity, renegotiate the price, or cancel the Order in whole or in part by written notice. Acceptance at removal covers appearance and completeness only and does not waive any claim for non-apparent defects or inaccurate representations.

6. De-installation, removal and transport

The Order specifies whether MLE or the Seller carries out de-installation, packing and transport. Where MLE (or its carrier) does so, the Seller provides on the agreed dates access to the site and the room, power-down and lock-out of energy sources, a clear removal path, access and parking authorisations and the presence of a technical contact. For an MRI system, the Seller provides information on the magnet (condition, cryogen level, ramp-down or quench procedure) and gives access to the quench pipe; unless otherwise agreed, the ramp-down is performed by or on behalf of MLE.

Where the Seller carries out the de-installation, it does so in a workmanlike manner and in accordance with the manufacturer's recommendations, with qualified staff, and packs the equipment appropriately for road, sea or air transport. Damage resulting from inadequate de-installation or packing is borne by the Seller.

Unless the Order provides otherwise, risk passes when the equipment is loaded onto the means of transport of MLE or its carrier, and title passes upon full payment of the price; if removal precedes payment, the Seller may not retain the equipment or the documents required for its operation.

7. Documentation and accessories

Unless otherwise stated, the sale includes: the available user and service manuals, service keys and passwords, software licences and media, maintenance reports and intervention logs, quality-control and radiation-protection certificates, and the associated accessories and consumables (coils, probes, phantoms, cables, tables, injector, workstations, UPS, chiller) present on site and assigned to the equipment. The Seller hands over these items no later than at removal.

8. Personal data, patient data and confidentiality

Before removal, the Seller irreversibly erases all patient data and personal data (images, worklists, logs, databases, workstations, disks and removable media) in accordance with the applicable regulations (GDPR and national law) and, at MLE's request, provides an erasure certificate. Failing this, MLE may erase or destroy the media, or have this done, at the Seller's expense. MLE never becomes a controller of such data.

The parties keep confidential the price, the terms of the Order and the technical or commercial information exchanged, except where required by law or agreed in writing. MLE processes the Seller's contact data in accordance with its privacy policy available at www.mleurope.fr.

9. Regulatory compliance, safety and environment

The Seller completes the formalities incumbent on it as holder: notification of cessation of use or transfer of the equipment to the competent radiation-protection authority (in France, the Nuclear Safety and Radiation Protection Authority), removal or management of sealed sources, information of inspection bodies and, where applicable, updating of the medical-device inventory. It provides MLE with the decontamination or non-contamination certificates required for nuclear-medicine equipment.

The Seller warrants that the site and the equipment can be handled without any undisclosed particular risk (asbestos, contamination, structural instability, unsecured access). Disposal of waste arising from de-installation (fluids, consumables, items not taken over) is the Seller's responsibility unless the Order states otherwise; MLE complies with the regulations on waste electrical and electronic equipment for the items it takes over.

10. Liability and insurance

Each party is liable for damage caused on site by its fault or that of its employees and subcontractors. The Seller holds professional liability insurance for the services it performs and provides evidence on request. MLE insures the equipment it removes from the passing of risk.

MLE's liability under an Order is limited to the amount of that Order; MLE is not liable for the Seller's loss of business, reputation or data, nor for indirect damage.

11. Deadlines, cancellation and force majeure

The dates stated on the Order are firm. If the Seller cannot make the equipment available on the agreed date, or if the equipment is sold to a third party, withdrawn from sale or damaged before removal, MLE may cancel the Order free of charge and without compensation and obtain immediate refund of any deposit paid, without prejudice to compensation for costs incurred (travel, transport, scheduled de-installation).

Neither party is liable for a failure due to force majeure within the meaning of French law; the prevented party informs the other without delay and the dates are postponed by mutual agreement. If the impediment lasts more than sixty (60) days, either party may cancel the Order without compensation.

12. Governing law and jurisdiction

The Purchase Terms and the Order are governed by French law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods. Failing amicable settlement within thirty (30) days of notification of a dispute, any dispute falls within the exclusive jurisdiction of the courts of Strasbourg (France), including in the event of multiple defendants or third-party proceedings. In the event of any discrepancy between language versions, the French version prevails.

In the event of any discrepancy between language versions, the French version prevails.