This website is published by
190 rue René Barthelemy
SAS with capital of 291 000 €
RCS Lisieux 627 150 105
APE Code : 2041Z
Head of publication : Gilles Mignan
Contact details of the site host : Eureka – 4 rue Jean Wiener 78260 Achères
In accordance with Article 6 of Law 2004-575 of 21 June 2004 for confidence in the digital economy, we inform you that the website www.sodel-sa.eu is the property of Sodel.
The website www.sodel-sa.eu was designed by the EUREKA company.
The website www.sodel-sa.eu is hosted on EUREKA's computer equipment.
The site www.sodel-sa.eu is governed by French law; visitors with access to the site from abroad must ensure they are in compliance with locally enforceable law. As the legal notices may be amended at any time and without notice, we invite you to check them regularly.
SODEL holds, reserves and retains all property rights, in particular intellectual property rights, including the reproduction rights on this site and the elements it contains. Consequently, any partial or total reproduction of this site and the elements it contains is strictly prohibited without written authorisation from SODEL. The logos and any other distinctive signs contained on this site are the property of SODEL or are subject to authorisation for use. No right or licence may be granted on any of these elements without the written authorisation of SODEL or the third party holding the rights.
RCS Lisieux 627 150 105
190 rue René Barthelemy
Sodel is particularly concerned about respecting people's privacy and ensures that their personal data are processed in compliance with best practice on confidentiality and applicable legislation on personal data protection, particularly the General Data Protection Regulation (EU) 2016/679 (hereinafter 'GDPR') and the current version of French data protection law 78-17 of 6 January 1978 on data processing, files and freedoms (hereinafter 'Data Protection Law').
The purpose of this Information Notice about personal data processing (hereinafter the 'Notice') is to set out the undertakings made by Sodel to protect personal data processed via the website www.sodel-sa.eu and to tell you about your rights in this respect.
WHAT IS SODEL’S ROLE?
It should be remembered that the GDPR and the French Data Protection Law define the Data Controller as the person who determines the means and purposes of processing, the Processor as the person who processes personal data on behalf of the Data Controller and the Joint Data Controller as two or more Data Controllers who jointly determine the purposes and means of processing.
In the context of processing the personal data collected, Sodel acts as Data Controller.
WHAT PERSONAL DATA ARE PROCESSED BY SODEL AND FOR WHAT PURPOSES?
Sodel processes or may process the following personal data:
These data are processed by Sodel to meet the following purposes:
WHAT IS THE LEGAL BASIS FOR SODEL COLLECTING YOUR PERSONAL DATA?
These personal data are collected and used for the aforementioned purposes based on the following legal grounds:
Sodel does not collect personal data relating to minors.
DOES SODEL SHARE YOUR PERSONAL DATA?
Sodel’s Marketing and Sales departments receive all the personal data collected that they use for the purposes stated above.
Sodel’s subcontractor responsible for creating and maintaining the website has an overview of the personal data collected.
No personal data is made available to other partners.
SODEL communicates your personal data to the following company: EUREKA, 4 rue Jean Wiener,
78260 Achères, France
+33 (0)1 39 22 41 70
Sodel may also be required to communicate personal data to a government authority where such disclosure is required by law or for the purposes of legal proceedings.
Personal data are not transferred outside the European Union.
HOW DOES SODEL PROTECT YOUR PERSONAL DATA?
Sodel uses appropriate technical and organisational measures designed to protect the personal data processed.
By acting as Data Controller, Sodel takes the necessary measures to maintain confidentiality and security of the data processed, in accordance with best practice on confidentiality and applicable legislation on personal data protection.
HOW LONG DOES SODEL KEEP YOUR PERSONAL DATA?
Your personal data will be kept in an active database only for as long as necessary for the intended purpose, then transferred to intermediate archiving pursuant to specific legal requirements, if applicable.
WHAT ARE YOUR RIGHTS REGARDING YOUR PERSONAL DATA?
You can withdraw your consent at any time, and you will no longer be able to access the service.
In accordance with the French Data Protection Act and GDPR, you have the right to:
You are informed that you can send any request relating to your rights and personal data and to determine the fate of your personal data following your death to the Data Protection Officer at the following address firstname.lastname@example.org.
You also have the right to object at any time, for reasons relating to your particular circumstances, to processing of your personal data based on the Sodel's legitimate interest.
Finally, you have the right to report any concern about how your personal data are processed to a competent supervisory authority, in particular in the EU Member State where you normally reside, work or any place where you believe that an alleged breach of your rights has occurred.
In France, the authority responsible for personal data protection is the Commission Nationale de l’Informatique et des Libertés or 'CNIL' (the French data protection authority), located at 3 place de Fontenoy, TSA 80715, 75334 Paris Cedex 07, France
1. Purpose - Contractual documents
These General Terms and Conditions of Sale (“GTCS”), drawn up in accordance with the principle of transparency which governs relations between SODEL S.A.S. (“SODEL” or “the Manufacturer”) and professional buyers (the “Buyer(s)”) are intended to define the conditions under which SODEL provides the products manufactured and/or sold by SODEL (the “Products”) to Buyers, which request it (by direct contact, by paper medium or via the website).
These GTCS with any specific agreements signed between the parties form the contractual whole that governs the relations between the latter (the “Contract”), in descending order of priority:
- specific agreements signed between the parties,
- these GTCS.
In the absence of the conclusion of a specific contract between the parties, the Contract shall be composed solely of these GTCS.
Accordingly, where there exists a specific contractual agreement between SODEL and the Buyer, the latter may derogate from certain provisions of these GTCS. In any event, the provisions of the GTCS not affected shall remain applicable.
Any commercial relationship with SODEL implies unreserved acceptance of these GTCS on the part of its Buyers.
Should any of the clauses of the GTCS prove to be invalid for any reason whatsoever, only the clause in question would be deemed to be unwritten, all other provisions being maintained in full.
In accordance with Article L. 442-I, 1° of the French Commercial Code, the Buyer shall refrain from securing or attempting to secure from SODEL, an advantage that does not correspond to any consideration or that is manifestly disproportionate to the value of the consideration granted. In accordance with Article L. 442-I, 2° of the French Commercial Code, the Buyer is also prohibited from subjecting or attempting to subject SODEL to obligations creating a significant imbalance in the rights and obligations of the parties.
2. Purchase order
Purchase orders sent by the Buyer do not become final until after acceptance by SODEL, either formally or tacitly through delivery of the Products or their availability. Partial delivery or availability shall equivalent to partial acceptance of the purchase order.
No amendment to a purchase order shall be taken into account unless received within a maximum period of seven (7) calendar days before the scheduled date for the shipment of Products and subject to prior written acceptance by SODEL.
In any event, the acceptance by SODEL of a purchase order or the modification of a purchase order remains subject to the condition that, until delivery to the Purchaser's premises of all or part of the order, no financial risk or other factor liable to call it into question has arisen.
Modifications to purchase orders may give rise to an additional cost, which will be indicated to the Buyer and/or cause an extension to the initial delivery time of the purchase order in question.
3. Financial conditions
The prices of the Products ordered by the Buyer are invoiced at the rate in effect as at the date on which the order is placed, according to the commercial offer and the pricing conditions established by SODEL and accepted by the Buyer. Prices are stated net, excluding taxes and without withholding guarantee.
Any transport, insurance, transit, import or export costs and any customs duties shall be at the expense of the Buyer, unless otherwise agreed in writing between the parties.
In accordance with the changes that may occur in raw material prices or any other factor contributing to the calculation of cost prices, SODEL reserves the right, at any time over the course of the financial year, to modify its prices subject to one (1) month’s notice before the new price is applied. These changes in price do not call into question the application of the other provisions of the Agreement.
3.2. Payment of invoices
Invoicing: The invoice is issued by SODEL on the date the Products are delivered or made available to the Buyer’s carrier, in accordance with the specific agreement set out between the parties. In the absence of a specific agreement on the event giving rise to invoicing, invoices are issued when the Products are made available.
Payment period and methods: invoices are payable within 30 calendar days, subject to the terms set out in the agreements between the parties or included in the purchase order. No discount is applied in the event of early payment. Payments shall be made by bank transfer, unless otherwise agreed in writing between the parties.
Forfeiture of term: Any payment period agreed includes the clause of forfeiture of the term. Any overdue payment deadline shall make the balance of the debt immediately payable.
Contestation of invoice: In order to contest an invoice, the Buyer shall send a written complaint to the Manufacturer within 7 working days of receipt of the invoice. This claim may not be invoked to defer the payment of invoices by the Buyer. Any compensation is prohibited.
Late payment: In the event of late payment, penalties will be applied at the latest key rate of the ECB increased by 10 points, and an indemnity for collection costs equal to €40 per late invoice will be payable by from the first day of late payment. SODEL may demand additional compensation where the collection costs actually incurred exceed this amount, upon presentation of supporting documents.
In addition, SODEL reserves the right to revise the terms of payment and invoicing granted to the Purchaser and/or to suspend any other delivery of Products already ordered by the same Purchaser.
4. Delivery times - Delivery conditions
Order delivery times are indicated by SODEL upon acceptance of the purchase order.
Unless otherwise stipulated, SODEL shall be free to make staggered deliveries. Each staggered delivery shall be invoiced and paid for at its own value, irrespective of subsequent deliveries. Failure to pay any of these interim deliveries by the due date shall authorise SODEL to suspend future deliveries.
The delivery deadline shall be extended automatically in the event of a delay not attributable to SODEL, or an event of force majeure, in accordance with the provisions of Article 11 below, “FORCE MAJEURE”. Any other delay in delivery shall not release the Buyer from its obligation to take delivery of the Products subsequently delivered. The Buyer is not justified in suspending or offsetting a payment for any reason whatsoever, in particular when a dispute is ongoing concerning an allegedly late or non-compliant delivery. In the case of the manufacture of Products sold under the Buyer’s brand, the quantity of these Products and the delivery time shall be considered as respected by SODEL, if their deviation from the Purchase Order does not exceed (up or down) 10% and 10 calendar days respectively.
Use-by date (“UBD”): SODEL undertakes to deliver CE Marked Products for which the UBD shall be at least six (6) months subsequent to their shipment and invoicing date. Unless the Products received do not comply with this commitment, SODEL shall not accept any claim regarding the UBD of the Products delivered and shall not make any request for exchange.
class="lvert"5. Transport - Transfer of risks
5.1. Sales in France
In the event that SODEL, following prior written agreement between the parties, bears the cost of transport, the risks are transferred to the place where the goods arrive at the Buyer’s premises. The choice of carrier and shipment is made by SODEL, using the most appropriate means.
Otherwise, and in the event that the Buyer decides to select a carrier of its choice, it is its responsibility to bear the corresponding costs and make the declarations of value with the insurance companies. In this case, the delivery is deemed to have been made and the risks are transferred to the Buyer at the time the Products are remitted to the first carrier or forwarding agent.
The Buyer shall not refuse Products or return them without SODEL’s being entitled to verify the actuality of the complaint lodged by the Buyer.
5.2. Sales outside France
Any delivery of the Products to a country other than France will be made in accordance with the Incoterm "Ex Works", unless otherwise agreed in writing by the parties.
The transfer of risks takes place when SODEL makes the Products available to the carrier selected by the Buyer.
In all cases where the transport is organised and financially provided for by the Buyer (in France and abroad), the Buyer undertakes to comply with the policy communicated by SODEL concerning the transport of Products classified as dangerous, and in particular it undertakes to ensure that the carrier:
- during transport by road, respects the obligations related to the ADR (Accord for Dangerous Goods by Road).
- during the transport of containers by sea, complies with the obligations related to the IMDG (International Maritime Dangerous Goods Code)
6. Product Compliance - Returns - Warranty
SODEL works only with ISO 9001 and ISO 13485 certified suppliers (in the case of Products falling within the category of medical devices) or ensures that the Products delivered comply with the criteria of these standards.
6.1. Product Compliance
The Products marketed by SODEL are compliant with the legislation, regulations and standards in effect as at the date of purchase of the Products by the Buyer and are guaranteed against all manufacturing defects.
The Buyer, in its capacity as a knowledgeable professional, ensures at the time of order placement that the Products are suitable for the use for which it reserves them or to inform SODEL of any queries it may have on this subject so as to enable SODEL to suggest an adaptation of the order initially intended. The Buyer, once the purchase order for the Products has become final, guarantees that the use of these Products will be in accordance with the usage and maintenance requirements, as well as with the industry standards.
6.2. Transport-related damage
Any reservations or disputes relating to missing items and/or damage linked to the transport of the Products must be recorded in writing on the transport document and countersigned by the carrier, then confirmed to the carrier by registered letter with acknowledgement of receipt within three (3) days, not including public holidays, (Article L. 133-3 of the French Commercial Code) in the event of domestic transport, with a copy of the transport document sent by registered letter with acknowledgement of receipt to SODEL. In the case of international transport, this period is seven (7) days, not including public holidays, unless a shorter period is requested by the carrier.
6.3. Reservations related to the conformity of Products - Returns
The Products marketed by SODEL shall comply with the legislation, regulations and standards in force at the date of purchase of the Products by the Buyer. Any reservation or dispute relating to the conformity of the Products must be served in writing by registered letter with acknowledgement of receipt to SODEL within eight (8) days of receipt of the Products.
The Buyer shall prove the existence of any defects, missing items or anomalies concerning the Products. No returns will be accepted unless expressly agreed in advance by SODEL. Non-compliant Products must be returned within fifteen (15) calendar days from the date of receipt of SODEL’s agreement. At the sole discretion of SODEL, the returned Products may be replaced by identical or similar Products (i.e. Products of equivalent quality to the Products initially ordered and intended for the same use as the Products initially ordered). In the absence of replacement, the return of the Products will result in their reimbursement by the issue of a credit note. SODEL shall by no means be held liable for any damages resulting from a defect in the Products.
In the event of failure to comply with the conditions listed in Articles 6.2 and 6.3, the Products will be deemed conform, with no reimbursement of the price of the Products by issuing a credit note or payment of any compensation due by SODEL.
SODEL's warranty is limited solely to the replacement or reimbursement of Products recognised as defective by the issue of a credit note, or not conforming to the characteristics described in their specifications.
In all cases, the alleged non-compliance must be duly established, if necessary after examination of the incriminated Products in SODEL’s laboratories or in the presence of a representative of the Buyer.
SODEL is not liable for any inadequacy, defects or deterioration in the Products, or caused by the Products and which might result from:
- any storage or use of the Products not in compliance with the Contract and industry standards;
- natural wear and tear of the Products or unsuitable storage conditions;
- products received in unsealed packaging and not returned by the Buyer;
- abnormal, inappropriate or unsuitable use of the Products or use that is not compatible with the Products;
- any direct or indirect contact of the Products with any material, product or material of the Buyer;
- a modification of the Products;
- negligence, lack of surveillance or maintenance;
- the reuse of a single-use Product, the modification or improper or non-compliant use of any Product.
Such unsuitability, defects or deterioration are excluded from any warranty.
7. Retention of title
SODEL reserves ownership of the Products delivered until full payment of the price. The delivery of a title creating an obligation to pay (bill of exchange or other) is not to be considered payment.
The Buyer undertakes to take out an insurance policy covering the risks of loss, theft or destruction of the Products for the benefit of SODEL as long as the transfer of ownership has not taken place. Non-payment of any of the instalments authorises SODEL or any third party subrogated in its rights to reclaim the item delivered to any place whatsoever, at the Buyer’s expense and risks. The Buyer shall ensure that the Products are always identifiable, the Products in stock being presumed to be those unpaid. Unpaid Products will be valued at the rate in effect at the time of the last delivery of Products of the same reference. Similarly, SODEL is entitled, automatically and without formalities, eight (8) calendar days after the due date of the invoice remaining fully or partially unpaid, to take back the Products still held, even where these are not the products for which payment remains outstanding. Retention of title to the Products does not affect the conditions for the transfer of risks.
8. Intellectual property
At no time are the intellectual property rights on the Products transferred to the Buyer. The Buyer undertakes to respect all intellectual property rights held, directly or indirectly, by SODEL, failing which it may incur liability. The Buyer may not modify, reproduce and/or manufacture the Products, nor any study, formula and/or document of any kind from SODEL, whether or not in connection with the Products, without prior written authorisation from SODEL.
With regard to the brands, “SODEL” as well as all distinctive signs and designations borne by the Products (e.g. “Alkapharm”, “Exeol”), are registered trademarks, the use of which is not granted to the Buyer, without SODEL’s prior express authorisation.
SODEL’s liability towards the Buyer is expressly limited to the performance of its contractual obligations, to the exclusion of any other harm, regardless of its nature, which the Buyer may suffer. SODEL shall not be held liable for indirect, immaterial, non-consequential or consequential damage. The following are excluded in particular: loss of income, renown or reputation, loss of customers, commercial or economic damage, moral harm, loss of profits or expected profits, loss of opportunity, or any other indirect, immaterial incidental or consequential damage. By express agreement between the parties, no legal action or claim of any kind may be brought or made by the Buyer more than one (1) year after the occurrence of the event giving rise to the claim. Under no circumstances may SODEL be held liable in the event of action on the part of the Buyer or a third party or in the event of force majeure. The Buyer waives any recourse against SODEL and its insurers, and guarantees them against the actions of third parties, for any liability or for damage, cost, expense or loss caused to the Buyer or to third parties in relation to the Products and which exceeds the guarantees stipulated above.
In any event, it is the responsibility of the Buyer, in the event of a dispute, to prove the exclusive or partial failure of SODEL by stating the reservations within the timeframes listed in Article 6 “PRODUCT COMPLIANCE - RETURNS – WARRANTY”. Once its failure has been established, SODEL’s shall be responsible for correcting or having its errors corrected or failing this, compensating the Buyer up to the amount of the defective Products. The provisions of this article will remain in force after the expiry hereof or of the termination of any agreement or contract signed between the parties.
10. Storage and traceability of the Products
The Buyer shall ensure that its premises and storage conditions are suitable for the proper storage of the Products and offer the security guarantees imposed by the regulations in effect. In this respect, where the Products are classified as “medical devices”, the Buyer undertakes to strictly comply with all the obligations provided for in Regulation (EU) 2017/745 (MDR) imposed on it in accordance with the category to which it belongs under the terms of the said regulation (“distributor”, “importer” or “agent”), in particular with regard to the storage and traceability of the Products.
Among other things, the Buyer undertakes to comply with the obligations below:
Storage: The Buyer must observe the storage conditions recommended by SODEL based on the stability studies carried out, and which are shown on the Product labels. Traceability: The Buyer shall be able to:
- record the quantity of Products received per item code and per batch
- record for each customer, down to the end user, the quantity of Product delivered per item code, batch number and delivery date
- perform a batch recall test at least once a year, ensuring that quantities match and duly recording the related information.
In view of the Product traceability obligations incumbent on SODEL and the Buyer, should the Buyer decide to transfer the Product acquired from SODEL to a third party not identified by it, the use of this Product by the third party will be the sole responsibility of the Buyer. Nevertheless, for obvious safety reasons, the Buyer undertakes, by accepting this agreement, to ensure the continuity of the traceability of the Products it has acquired from SODEL in accordance with the regulations.
11. Force majeure
In the event of the occurrence of an event constituting force majeure (within the meaning of the provisions in force in Article 1218 of the French Civil Code), or an unforeseeable event in the usual meaning adopted by the French courts, SODEL may suspend the delivery of orders in progress. The party affected by the force majeure event or unforeseeable event shall inform the other party, by registered letter with acknowledgement of receipt, of its duration and its foreseeable consequences, within seven (7) calendar days of its occurrence. Should the event of force majeure or unforeseeable event last more than three (3) months, one of the parties may terminate the contract by sending a registered letter with acknowledgement of receipt.
Each party shall endeavour to keep to a minimum the consequences of the force majeure event on the performance of their obligations.
No compensation shall be due in the event of delay or termination arising from the situation of force majeure.
Each of the parties hereto undertakes to treat any information of any kind whatsoever and on any medium whatsoever received from the other party in a confidential manner and in this respect undertakes not to disclose this information to unauthorised third parties during the period of validity hereof and the five (5) years thereafter. Each of the parties undertakes to adopt all necessary measures to ensure that its personnel complies with these confidentiality requirements. The clauses of this article will not apply to information that: (i) is already known to the other party, provided that it has not been disclosed to it by a third party linked to the issuing Party by secret agreement; (ii) is directly received by one of the parties in the context of its own work; falls within the public domain; (iii) is disclosed by either of the parties at the request of a competent judicial authority at the request of the latter, provided it has duly informed the other party in strict compliance with the secrecy of the procedure.
Termination due to non-performance
In the event of a breach by one of the Parties of its obligations under the Agreement (except in the event of force majeure) and/or a purchase order, not satisfactorily remedied within thirty (30) calendar days of the sending of a registered letter with acknowledgement of receipt by the party having noted the latter advising of the said breach, the latter may terminate all or part of a purchase order that is the subject of the breach and/or the Agreement, without prejudice to any damages or interest which it may claim, within the limits of Articles 9 “LIABILITY” and 6 “PRODUCT COMPLIANCE - RETURNS – WARRANTY ”.
Termination for this reason will come into effect as from the sending of a registered letter with acknowledgement of receipt notifying of the said termination.
Effects of termination due to breach by the Manufacturer
The Manufacturer remains liable for the performance of the orders in progress for which it has received Purchase Orders, and (ii) the Buyer remains bound by the payment of all sums due to the Manufacturer in respect of the other orders executed and in progress.
Effects of termination due to breach by the Buyer
The Buyer remains liable for the payment of all sums due to the Manufacturer in respect of orders executed and in progress, which shall become immediately payable upon termination for due to breach.
In addition, the Buyer shall immediately cease all use of the trademark of the Products (if granted in the context of a specific agreement with the Manufacturer) and undertakes to dispose of all related distinctive signs and to return to the Manufacturer, at the Buyer’s expense, all promotional material for the Products.
14. Applicable law - Assignment of jurisdiction
All sales made in application of these General Terms and Conditions of Sale shall be governed by French law, as well as the commercial relations between the parties, unless otherwise agreed in writing between them. In the event of application of a law other than French law, it is agreed that all clauses of the present terms and conditions not contrary to applicable foreign law shall remain in force between the parties. The parties agree to do their utmost to amicably resolve any disagreements that may arise from the interpretation, performance or termination of the commercial relations between SODEL and the Buyer.
Any dispute arising from the performance of the contractual relationship between SODEL and the Buyer, as well as any deeds resulting therefrom, shall be submitted to the jurisdiction of the Paris Commercial Court, notwithstanding any incidental claim or third-party claim, or in the event of multiple defendants.
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