1. PRICES
"The prices invoiced to the customer are expressed excluding taxes and include packaging costs, with departure from the port area of Rades. The transport costs are invoiced separately and determined on a flat-rate basis according to the nature of the shipped goods."
2. DELIVERY
2.1 The delivery times communicated by Medilase Technologies are indicative. Although we make every effort to meet them, any delay cannot result in the cancellation of the order. Moreover, we decline any responsibility in case of direct or indirect damages resulting from the delay in delivery.
2.2 Unless otherwise agreed in writing, delivery is made by a simple notice of availability issued to the customer (hereinafter referred to as "Delivery"). It is the responsibility of the recipient to verify the conformity of the products upon arrival and to make any necessary reservations and claims. These reservations and claims must be addressed to the carrier by registered letter with acknowledgment of receipt within three (3) working days following receipt of the products. A copy must be sent immediately to Medilase Technologies.
2.3 The risks of loss or damage to the products, as well as any liability related to the existence or use of the products, are borne by the customer upon their Delivery. Therefore, the customer is required to take out all necessary insurance to cover the products against all risks, including fire, theft, and water damage.
2.4 If the client does not provide specific shipping instructions, Medilase Technologies reserves the right to entrust the transportation to a carrier of its choice, without any liability on our part.
2.5 If the delivered products are non-compliant or have apparent defects, the customer must make a claim within eight (8) days of delivery, under penalty of forfeiture, without prejudice to the measures to be taken against the carrier. If the return is accepted, Medilase Technologies may, at the customer's option, either replace the defective products or credit the customer with the net invoiced price. Any return of products must be made at the customer's expense.
3. RESERVATION OF OWNERSHIP - RISKS
In accordance with the provisions of the Commercial Code, Medilase Technologies expressly reserves ownership of the products delivered until full payment of the sale price, interest, costs, and accessories. Thus, the delivery of bills of exchange, checks, or any other payment instrument does not constitute payment within the meaning of this provision. Payment will be considered effective only upon receipt of the price by Medilase Technologies.
However, the risks associated with the products are transferred to the client upon delivery and they travel in any case at the client's own risk. Therefore, the client undertakes to take all necessary precautions to preserve the products and to subscribe to all necessary insurance to cover damages and losses that could be caused by or to the products.
Until full payment is made, the client may not pledge the products or use them in any way as collateral. However, the client may use, transform, and sell the products. Medilase Technologies reserves the right to terminate this authorization in the event of a payment incident by sending a registered letter. In case of sale of the products, the client agrees to assign to Medilase Technologies the purchase price as collateral for payment of the products.
Medilase Technologies is authorized to directly demand payment from the client's buyers in case of non-payment of the products at the due date. Furthermore, without waiving any of its rights, Medilase Technologies may claim back the products at the expense and risk of the client in case of cessation of payment by the client. Finally, in case of unpaid products held by the client, Medilase Technologies may unilaterally and immediately have an inventory of these products made, any advance payment previously made remaining acquired by Medilase Technologies as a penalty clause.
4. PAYEMENT TERMS
Unless otherwise agreed in writing, all products must be paid on the invoice date by customers with an open account in our books. Payment must be made according to the agreed terms and cannot be delayed for any reason. If a payment is not made on the due date, the customer will automatically owe a late payment interest at the rate of TMM+4%, without prejudice to Medilase Technologies' right to demand the resolution of the sale in accordance with article 5.
The customer may not exercise any right of retention on the amount due at maturity. Furthermore, the sale, assignment, pledging or contribution to the capital of its business or equipment by the customer, as well as any delay in payment or acceptance of bills, authorize Medilase Technologies, without prejudice to its other rights and actions, to suspend any delivery until full payment is made. All sums due then become immediately due and payable.
5. RESOLUTORY CLAUSE
If the Client fails to fully or partially perform any of its obligations, fails to meet a payment deadline, or if its solvency is called into question, in particular in the event of a protest or pledge covering the entirety of its business, Medilase Technologies reserves the right, at its discretion, to forfeit the term. Consequently, all sums still due, for whatever reason, become immediately due and all deliveries may be suspended. In addition, ongoing contracts may be terminated.
The termination of contracts occurs automatically, without judicial formality, eight (8) days after the sending to the Client of a formal notice by registered letter with acknowledgment of receipt, indicating the intention to use this termination clause, if it remains ineffective. This clause does not affect Medilase Technologies' other rights.
If this resolutive clause is enforced, Medilase Technologies or its representative is expressly authorized to enter the premises of the Client to take back possession of the products concerned.
6. WARRANTY
Subject to the fulfillment of all contractual obligations of the Client, the Products subject to the sale will benefit from a contractual warranty defined below, to the exclusion of any other warranty, implicit or explicit, of any kind whatsoever.
6.1 The products delivered by Medilase Technologies are guaranteed against any material defect or manufacturing defect, provided that it is communicated in writing to Medilase Technologies within eight (8) days of its discovery. However, this warranty does not apply to transistors, electronic tubes, and flash lamps for lasers, which are not covered by any warranty. If the Client's claims under this warranty are not made within eight (8) days, they will be deemed inadmissible.
The warranty period, starting from the date of Delivery, varies depending on the type of product and cannot exceed twelve (12) months.
6.2 The warranty is limited to the repair, replacement of defective products or refund of the purchase price paid, at the discretion of Medilase Technologies, upon return of the products. No other compensation may be claimed. Medilase Technologies shall not be liable for any direct or indirect damages, loss of profits or delays caused by a defect or manufacturing defect of the products.
6.3 The warranty does not apply in cases of wear and tear or abnormal use of the products (especially in case of use that is not in accordance with the documentation), damage caused by an accident, an external event, a fortuitous event or force majeure, negligence, lack of supervision or maintenance.
6.4 The warranty defined in this clause constitutes the entirety of Medilase Technologies' warranty under the contract. Medilase Technologies does not grant any warranty as to merchantability or fitness for a particular purpose and therefore cannot be held responsible in this regard. Additionally, the warranty does not cover obvious defects and non-compliance issues for which the Client must assert their rights in accordance with the conditions defined in Article 2.5.
6.5 Under no circumstances shall Medilase Technologies' liability to the Client for breach of warranty exceed the price paid for the products involved in the claim.
7. INTELLECTUAL PROPERTY RIGHTS - TRADEMARKS
The patents as well as all other intellectual property rights associated with the products delivered remain the property of Medilase Technologies or its suppliers and manufacturers, regardless of the time. Therefore, no warranty is granted by Medilase Technologies in this regard, and the Client assumes sole responsibility in the event of action or claim by third parties, based on an act of infringement or unfair competition, related to the products delivered.
8. FORCE MAJEURE
Events beyond the control of the parties, such as strikes, social unrest, shortages of raw materials, energy, transportation, natural disasters, fires, government actions, etc., shall constitute cases of force majeure.
In the event of force majeure, neither party shall be held liable for any failure to fulfill its obligations. The performance of the obligation shall be suspended until the cessation of the force majeure event.
9. JURIDICTION
In the event of a dispute that is not resolved amicably, the courts of Tunis shall have exclusive jurisdiction, regardless of the nature of the sales terms or the accepted mode of payment, including in the case of third-party claims or multiple defendants. The rights and obligations of the parties are governed exclusively by Tunisian law, to the exclusion of the Vienna Convention of April 11, 1980.