General Terms and Conditions of Sale

Sale of pre-owned medical imaging equipment — MLE offers, order confirmations and invoices

1. Purpose and scope

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

Acceptance of the Offer — by signed return, by written confirmation (letter, e-mail, portal) or by payment of a deposit or of the price — constitutes unreserved acceptance of the Terms of Sale in the version stated on the Offer. MLE sells exclusively to professionals; no sale to a consumer is concluded under these terms.

2. Offers, reservation and order

MLE's Offers are valid for the period they state and, failing that, fifteen (15) days. Pre-owned equipment is unique: every Offer is made subject to prior sale and to the availability of the equipment from its holder, until MLE receives the deposit or payment requested.

The order becomes firm when MLE has received the written acceptance of the Offer and payment of the reservation deposit it specifies. The deposit is retained by MLE if the Buyer withdraws from the order; it is refunded if MLE is unable to deliver the equipment. Any change to the order (equipment, options, services, dates, place of delivery) requires a written agreement and may lead to a price revision.

3. Price

Prices are stated exclusive of taxes, in the currency shown on the Offer, with the equipment made available at MLE's warehouse or, for direct shipment, at its holder's site, according to the Incoterm® stated on the Offer (by default EXW / FCA, Incoterms® 2020). Unless otherwise stated, they include neither transport, nor transport insurance, nor export or import duties, taxes and formalities, nor installation, commissioning, training or consumables (helium, contrast media, phantoms).

The price of de-installation, packing and transport services, where offered by MLE, is shown separately on the Offer and applies to the dates, access and conditions described; any undisclosed contingency (access, waiting time, additional handling, storage) is invoiced in addition against supporting documents.

4. Payment — in full before de-installation or before collection

Payment is made by bank transfer to the account stated on MLE's invoice, without discount. Unless special written conditions appear on the Offer, the price is payable in full, taxes and services included:
- for direct shipment from the holder's site: before de-installation begins, on the date set in the Offer; no de-installation is started and no equipment leaves the site before the funds are received;
- for provision at MLE's warehouse: before collection; no equipment leaves the warehouse, and no shipment is arranged, before the funds are received.

Only the actual and irrevocable receipt of funds constitutes payment; transfer orders, cheques or unconfirmed letters of credit do not release the Buyer. An irrevocable letter of credit confirmed by a first-class bank may be accepted for export with MLE's prior written agreement.

In the absence of payment on the agreed date, MLE may, after a formal notice that remains without effect for eight (8) days, terminate the sale by operation of law, retain the deposit and put the equipment back on sale, without prejudice to compensation for costs incurred. Any late payment of an amount due automatically incurs interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten points, together with the statutory fixed recovery indemnity of €40, increased by the actual costs incurred. No set-off is permitted without MLE's written consent.

5. Retention of title and passing of risk

MLE retains title to the equipment until full and actual payment of the price, services and accessories. Until then, the Buyer may neither resell, transform nor pledge the equipment and must keep it identifiable and insured. Risk passes to the Buyer as soon as the equipment is made available in accordance with the Incoterm® of the Offer (at loading for EXW / FCA), even if title has not yet passed.

6. Pre-owned equipment, inspection and warranty

The equipment is sold pre-owned, in the condition it is in at the time of the Offer, as seen or as described on the basis of the information gathered from its previous holder (configuration, options, software versions, tube or source counter, maintenance history). The Buyer acknowledges having been able to inspect the equipment or to obtain its descriptions, photographs and reports before ordering; it is a professional of the sector able to assess its condition and suitability for its needs.

Unless an express written warranty appears on the Offer (for example a limited contractual warranty, refurbishment or parts), pre-owned equipment is sold without any warranty of operation, fitness for a particular purpose or lifetime, to the extent permitted by law. MLE is not the manufacturer; the manufacturer's warranties, software licences, service keys, options, updates and maintenance contracts are not transferred by MLE, and the Buyer is responsible for obtaining them from the manufacturer or a third-party maintainer.

Claims for missing items or apparent damage are notified to MLE in writing, with photographs, within three (3) working days of provision or delivery, and recorded where applicable on the transport document; after this period the equipment is deemed accepted. MLE may then, at its option, supply or replace the missing items or grant a price reduction.

7. De-installation, packing, provision and lead times

The Offer specifies whether MLE or the Buyer carries out de-installation, packing, loading and transport. Where the Buyer (or its carrier) does so, it works with qualified staff, in a workmanlike manner and in accordance with the manufacturer's recommendations, on the dates agreed with MLE and the site holder, and is liable for damage caused to the equipment, the site or third parties. For an MRI system, the ramp-down and cryogen handling are performed only by a qualified contractor and according to the terms of the Offer.

Dates of provision, de-installation and shipment are indicative and depend in particular on payment, the site holder and carriers; exceeding them gives no right to penalty or cancellation, except for a delay of more than sixty (60) days attributable solely to MLE. Equipment paid for and not collected from the warehouse within fifteen (15) days of being made available incurs storage and insurance fees invoiced per calendar day, at the rate stated in the Offer or, failing that, 0.1% of the price per day.

8. Export, customs and regulatory compliance

Unless otherwise stated, the Buyer is the exporter and importer of record: it completes the customs and regulatory formalities of the destination country (medical-device registration, import authorisations, radiation protection, notification of holding) and bears the corresponding duties, taxes and costs. The equipment is sold for professional use in accordance with the regulations of the destination country; MLE does not warrant its compliance with local requirements.

The Buyer declares that the equipment is not intended for a country, entity or use subject to European Union, French or United States sanctions or export restrictions, and undertakes not to re-export it in breach of these rules. MLE may refuse or suspend a sale where the destination or end user cannot be verified, without compensation other than the refund of the sums received.

9. Software, data and accessories

Embedded software is transferred with the equipment in its installed state, without any warranty of transfer of the manufacturer's licences, service passwords or options (article 6). Patient data and personal data present on the equipment are erased before transfer by the previous holder or by MLE; the Buyer shall not attempt any recovery. The accessories, coils, probes, workstations, cables and documents included are those listed on the Offer.

10. Liability

MLE's liability, on any grounds whatsoever, is limited to the amount exclusive of taxes actually paid by the Buyer for the equipment or service concerned. MLE is not liable for indirect or consequential damage: loss of business, revenue, data or reputation, installation or downtime costs, claims of third parties or patients. The Buyer, as a professional, is solely responsible for the installation, commissioning, maintenance, quality control and clinical use of the equipment.

11. Cancellation and force majeure

A Buyer who cancels a firm order forfeits the deposit paid and reimburses MLE for the costs incurred on its behalf (de-installation, packing, transport, storage). If the site holder withdraws the equipment from sale or if it is damaged before being made available, MLE may cancel the sale by refunding in full the sums received, without further compensation.

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. If the impediment lasts more than sixty (60) days, either party may cancel the order, MLE then refunding the sums received for services not performed.

12. Personal data, governing law and jurisdiction

MLE processes the Buyer's contact data for the performance of the sale and the management of the business relationship, in accordance with its privacy policy available at www.mleurope.fr. The Terms of Sale and the sale 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 for interim relief, 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.