General Terms for Firm Purchase Offers

Firm-offer portal auction.mleurope.fr — conditional firm offers reserved for invited professional buyers

1. Purpose of the Portal and conditional nature of offers

MLE presents on the Portal pre-owned medical imaging equipment (the "Lot") which it is negotiating with a holding institution and which it has not yet acquired at the time of the firm offer. The purpose of the firm offers is to allow MLE to collect, before its purchase, firm resale offers. Every offer is made subject to the condition precedent that MLE actually acquires the Lot (Article 6).

2. Access to the Portal

Access is strictly personal and reserved for accounts authorised by MLE. The Buyer warrants that it acts as a professional, for the purposes of its business, and has the authority to bind the legal entity it represents. It is responsible for the confidentiality of its credentials and for any offer placed from its account. MLE may suspend or withdraw access at any time, in particular in case of breach of these Terms.

3. Description of the Lots

Lots are described from the information gathered by MLE (data sheet, photos, inspection reports, documents provided by the holder). The equipment is sold second-hand, as is, without any warranty of fitness for a particular purpose or of operation other than as stated in the description. The identity and precise location of the holding institution are not disclosed; the Buyer shall not attempt to identify or contact it directly.

4. Conduct of the firm offers

• Timed firm offer: each Lot has a closing date and time displayed on the Portal (seven days in principle, twenty-four hours minimum); a offer received in the last five minutes extends the closing by five minutes.
• Automatic offering: the Buyer enters a confidential maximum amount; the Portal raises the displayed offer only as far as strictly necessary to exceeded the other buyers, in predefined increments, up to that maximum. In case of equal maximums, the earlier offer prevails.
• Reserve price: MLE may set an undisclosed reserve price; the Portal indicates whether it has been met. Otherwise the Lot is not awarded.
• Buy now: where a "Buy now" price is offered, accepting it closes the firm offer in favour of the Buyer, under the same condition precedent.
• All offers are expressed in euros, excluding VAT, for the equipment in place at the holding institution.

5. Binding nature of the offer

Every offer confirmed by the Buyer (amount retyped and Terms accepted) constitutes a firm and irrevocable purchase order at the offer price, evidenced by the Portal's time-stamped record (account identifier, IP address, browser, version of the Terms accepted). The Buyer may neither withdraw nor reduce a offer. The highest offer at closing, if the reserve price is met, binds its author for 45 days from closing (the "Commitment Period").

6. Condition precedent: acquisition of the Lot by MLE

The sale is only formed upon MLE's written confirmation, during the Commitment Period, that it has acquired the Lot (the "Award"). If MLE does not acquire the Lot, or does not confirm the Award before the end of the Commitment Period, all offers lapse automatically, without compensation or recourse on either side. MLE is never obliged to award a Lot, even if the reserve price is met, and may cancel an firm offer at any time before the Award.

7. Price, de-installation, transport and services

The offer price is for the equipment in place, de-installed by or on behalf of the Buyer. De-installation, packing, handling, loading and transport are at the Buyer's charge, expense, risk and responsibility; the Buyer shall use qualified and insured teams, in compliance with the site constraints and applicable regulations (in particular radiation protection). Upon the Buyer's request made on the Portal or in writing, MLE may issue a separate quote for de-installation, transport, storage, crating or container loading; such services are the subject of a separate contract and are never included in the offer price.

8. Payment

After the Award, MLE sends the sales contract or order confirmation and the invoice. The price is payable in full, by bank transfer, before any de-installation or collection; no equipment leaves the holder's site or MLE's premises before full payment is received. MLE's General Terms and Conditions of Sale apply to the sale thus formed for all matters not covered herein.

9. Default of the Buyer

If the successful Buyer refuses to confirm the purchase, fails to sign the documents or to pay within the time limits, MLE may, without prejudice to further damages, invoice it a lump-sum penalty equal to 10% of the offer price excluding VAT, award the Lot to the next buyer and exclude the Buyer from the Portal.

10. Confidentiality

The information accessible on the Portal (Lots, prices, documents, photos) is confidential and intended for the Buyer's sole use for the purposes of the firm offer. Any disclosure, reproduction or use for other purposes is prohibited.

11. Personal data

The Buyer's data (identity, contact details, offers, IP address, timestamps) are processed by MLE for the management of the firm offers, the evidence of commitments and the prevention of fraud, and are kept for as long as necessary for these purposes and then as evidence for the applicable limitation periods. Rights of access, rectification and objection may be exercised at contact@mleurope.fr.

12. Availability of the Portal

MLE endeavours to keep the Portal available without being able to guarantee it. In case of a technical incident affecting an ongoing firm offer, MLE may extend, suspend or cancel the firm offer; no compensation is due in this respect.

13. Amendment of the Terms

MLE may amend the Terms; the version applicable to a offer is the one accepted when the offer was confirmed, whose number is recorded with the offer.

14. Governing law and jurisdiction

These Terms are governed by French law. Any dispute relating to their interpretation or performance shall fall within the exclusive jurisdiction of the courts of Strasbourg (France), including in case of multiple defendants or third-party claims.

The English version prevails; other versions are courtesy translations.