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General terms and conditions of sale Alloga France
1. Application of the general terms and conditions
1.1 Scope
These provisions apply to the sale of any product by ALLOGA FRANCE carried out in the name and on behalf of its Commissioning Laboratories.
The fact of placing an order implies the full and unreserved acceptance of these provisions and the waiver of those contained in any document issued
by the customer and which are contrary to these provisions.
1.2 Exclusions
When ALLOGA FRANCE only provides the service of distribution of the products, only articles 5 "Delivery", 8 "Warranty", 9 "Dispute" and 10 "Effective date" apply.
When ALLOGA FRANCE only provides the distribution and invoicing services of the products without collection, only articles 2 "Orders", 3 "Prices", 5 "Delivery", 8 "Guarantee", 9 "Dispute" and 10 "Effective Date" apply.
2. Orders
Any order sent to ALLOGA FRANCE, by any means whatsoever, is irrevocably binding on the customer.
In the event of a dispute, ALLOGA FRANCE can only be held liable for orders that have been confirmed in writing by the customer and to the extent of available stocks.
3. Prices
Prices are determined by the Commissioning Laboratories, in accordance with their current rates and in compliance with applicable regulations.
These prices are revised in accordance with the terms and conditions provided for by the Commissioning Laboratories and in compliance with the regulations in force. For metropolitan France and the Principality of Monaco, the prices indicated on the invoices are, in principle, free of charge and free of charge.
For sales in the French overseas departments and territories, the prices are, in principle, free of charge of postage and packaging to the place of delivery of the goods to the address of a carrier or freight forwarder located in metropolitan France and designated by the Commissioning Laboratories.
Pharmacies and similar pharmacies are reminded that it is up to them, in the event that the prices determined by the Commissioning Laboratories are lower than the Pharmacist Price Excluding Taxes minus the maximum legal discount, to comply with their personal obligations regarding the retail price, in accordance with the legal and regulatory provisions in force.
4. Payment
4.1 Terms and conditions
Invoices are payable to the address of the registered office of ALLOGA FRANCE by one of the following means and to the exclusion of any other:
- Automatic domiciliated payment,
- Relevé Bills of Exchange not accepted.
Therefore, all new customers must attach a bank account statement to their first order.
In the event of non-payment, ALLOGA FRANCE reserves the right to demand, for subsequent orders, an advance payment or any other payment method different from those provided above.
Under no circumstances may payments due to ALLOGA FRANCE be suspended, or be subject to any reduction or compensation without the prior written consent of ALLOGA FRANCE.
In the event of an order being placed directly with the Commissioning Laboratories, the payment methods will be those practiced by the latter.
4.2 Discount
4.2.1 Community pharmacies and similar pharmacies
Unless otherwise stipulated at the bottom of the invoice, in the event of an order being taken by ALLOGA FRANCE in the name and on behalf of the Commissioning Laboratories, the discount conditions are as follows: -0.75% for cash payment, -0.37% for payment within 30 (thirty) days of issue of the invoice, only for payments by automatic domiciliated payment and non-accepted Relevé Lettre de Change.
No further discounts will be given.
In the event of an order being placed directly with the Commissioning Laboratories, the discount will be that charged by the latter.
4.2.2 Wholesale Distributors
The discount will be that charged by the Commissioning Laboratories.
4.2.3 Hospitals/clinics and related / Large and medium-sized supermarkets (supermarkets)/ Health care provider (HCP)
No discount will be granted unless otherwise provided by the Commissioning Laboratories in accordance with their general terms and conditions of
sale.
4.3 Time limits
4.3.1 Pharmacies and similar pharmacies / Large and medium-sized supermarkets (supermarkets)
Unless otherwise agreed by decree, in the event of an order being taken by ALLOGA FRANCE in the name and on behalf of the Commissioning Laboratories, the deadlines granted are between cash payment and payment within 60 (sixty) days of the date of issue of the invoice.
In the event of an order being placed directly with Commissioning Laboratories, the deadlines granted will be those applied by the latter.
4.3.2 Wholesalers
The maturity conditions will be those applied by the Commissioning Laboratories.
4.3.3 Public establishments and similar establishments
Invoices are payable in accordance with the deadlines set out in the applicable Public Procurement regulations.
4.3.4 Private hospitals
The instalments granted are between cash payment and payment within 60 (sixty) days of the date of issue of the invoice.
4.4 Billing errors
Any complaints regarding billing errors must be sent to ALLOGA FRANCE within a maximum of 5 (five) working days from the date of issue of the invoice.
5. Delivery
5.1 Delivery terms
Delivery is made by the direct delivery of the products to the customer by the carrier, according to the terms and conditions defined below.
5.2 Time limits
Delivery times are those practiced by carriers without warranty of ALLOGA FRANCE. Delays in delivery may not, under any circumstances, give rise to the cancellation of the order, the refusal of the products ordered or the granting of penalties or damages.
ALLOGA FRANCE reserves the right not to deliver in the event that the customer is not up to date with all or part of its obligations.
5.3 Suspension of delivery
ALLOGA FRANCE reserves the right, without the customer being able to claim any compensation, to suspend or delay the execution of orders in unforeseeable circumstances or force majeure, such as: strike, lockout, riot, flood, fire, material accident, ban by national or international administrative authorities, supply disruption, abnormally high order in relation to the volume usually ordered by the customer.
5.4 Place of delivery
ALLOGA FRANCE does not deliver outside metropolitan France.
Delivery is made to the address designated by the customer, located in metropolitan France and/or in the Principality of Monaco.
5.5 Unloading of products
By express agreement, the unloading of products at the place of delivery is carried out exclusively by the care and under the responsibility of the customer, regardless of the participation made in the unloading operations by the carrier.
The customer undertakes to respect the cold chain in the event of delivery of products to be stored between 2° and 8° C.
5.6 Product quality control
The customer must carefully check the products received, so that products that do not conform to the order and damage and losses are recorded upon receipt, on the carrier's discharge and duly accepted by the latter.
Within three days of the date of receipt of the products, the customer must notify the carrier, by registered letter with acknowledgement of receipt, of any defect or damage to the products due to transport.
The customer must immediately send a copy of this letter to ALLOGA FRANCE.
Defects that are not due to transport must be the subject of a complaint sent to ALLOGA FRANCE, within three days of receipt of the products, by registered letter with acknowledgement of receipt.
After this period, the products concerned will not be returned or exchanged and will not be able to give rise to the payment of damages to the customer.
The complaint must be justified and accompanied by the delivery note(s) justifying the quantities and conditions of sale of the products.
In compliance with the provisions set out above, the products that are the subject of the complaint must be returned to ALLOGA FRANCE which will exchange them as soon as possible, insofar as the complaint is accepted by ALLOGA FRANCE and/or by the Commissioning Laboratories.
5.7 Large and medium-sized stores
Article 5 does not apply to deliveries to large and medium-sized supermarkets, the terms and conditions of which are set by the commissioning
laboratories.
6. Retention of Title
6.1 Retention of title
The Commissioning Laboratories remain the owners of the products delivered until full and effective payment of the price by the customer, the price including the principal, costs and any late payment interest that may be due.
However, the risks relating to the products delivered are the responsibility of the customer as soon as they are handed over by the carrier.
6.2 Payment
The delivery of a cheque, bill of exchange or any instrument creating a mere obligation to pay does not constitute a payment within the meaning of this provision.
6.3 Charging of payments
Payments will be charged in priority to the price of the products taken out of the customer's stock and the products held by the customer will be presumed to be those remaining unpaid.
6.4 Customer commitments
The customer must ensure that the identification of the products delivered by ALLOGA FRANCE is always possible.
He is authorised, as part of the normal operation of his establishment, to resell the products delivered. However, under no circumstances may he pledge them or transfer ownership of them, in particular as a guarantee, before they have been paid in full.
In the event of seizure or any other intervention by a third party, the customer is required to notify ALLOGA FRANCE immediately.
6.5 Return of unpaid proceeds
In the event of non-payment by the customer on the date indicated on the invoice, ALLOGA FRANCE may demand the return of the products not yet paid, at the customer's expense and risk, by sending a registered letter with acknowledgement of receipt.
In the event of insolvency proceedings, ALLOGA FRANCE is entitled to bring an action for the recovery of the products.
7. Default
Failure to pay on time will result in the following consequences:
7.1 Suspension of controls
ALLOGA FRANCE may suspend all orders in progress, without prejudice to any other action.
7.2 Late penalties & recovery fees
Pursuant to Article L 441-6 of the Commercial Code, late payment penalties are payable, without the need for a reminder, on the day following the payment date appearing on the invoice. The interest rate for these penalties is set at three times the legal interest rate in force on the due date.
These penalties will be applied per month of delay and calculated from the initial due date of the invoice that remains unpaid until full payment of the price, with any calendar month started being due in full.
Any late payment will give rise, in addition to the late payment penalties, to the payment of a lump sum compensation for recovery costs, the amount of which will be 40 euros (cf. Decree No. 2012-1115 of 02.10.2012). This compensation will be due automatically and without formality by the customer in a situation of delay. When the recovery costs are higher than the amount of the lump sum compensation, ALLOGA FRANCE reserves the right to request, upon justification, additional compensation, in accordance with Law No. 2012-387 of 22 March 2012.
7.3 Forfeiture of term
When, by way of derogation from Article 4 of these General Terms and Conditions of Sale, payment is made in instalments, non-payment of a single instalment will result in the immediate payment of the full price, without the need for formal notice.
7.4 Resolving the sale
In the absence of payment, 48 hours after the sending of a formal notice that has remained unsuccessful, the sale may be cancelled by operation of law by ALLOGA FRANCE and/or the Commissioning Laboratories, without the need for legal action, unless ALLOGA FRANCE and/or the Commissioning Laboratories prefer to pursue its forced execution.
ALLOGA FRANCE and/or the Commissioning Laboratories may resolve not only the sale(s) that are the subject of the formal notice but also all sales for which the price remains unpaid, whether the corresponding products are delivered or in the process of being delivered and whether or not their payment is due.
7.5 Penalty clause
In any event, ALLOGA FRANCE may require, as a penalty clause, the payment by the client of compensation equal to 15% of the sums due.
7.6 Collection costs
The client must reimburse ALLOGA FRANCE for all costs incurred for the contentious recovery of the sums due (including in particular lawyers' and bailiffs' fees).
8. Warranty
The products of the Commissioning Laboratories that require a Marketing Authorization are manufactured and marketed in accordance with the provisions of the Public Health Code.
Other products are covered by the legal warranty in the event of a defect. Any complaint concerning these products must be addressed directly to the Commissioning Laboratories.
As ALLOGA FRANCE is not the owner of the products, its civil liability cannot be sought in the event of a defect in the products.
9. Dispute
Any disputes relating to the validity, interpretation or execution of sales of products pursuant to these terms and conditions shall be subject to the jurisdiction of the Commercial Court where ALLOGA FRANCE is headquartered.
10. Personal Data
10.1 Processing on behalf of the Commissioning Laboratory
In general, ALLOGA is required to process personal data concerning the customer in the context of the commercial relationship between the latter and the Laboratory responsible for the sale. This is essentially customer identification data (surname, first name, address, e-mail address and sales data, etc.) initially communicated by the Commissioning Laboratory and/or processed according to its instructions.
ALLOGA acts as a subcontractor on behalf of the Commissioning Laboratory, in compliance with the applicable legal and regulatory provisions on the
protection of personal data.
In its capacity as data controller, the Commissioning Laboratory guarantees that ALLOGA has carried out all the steps and obtained all the authorisations and declarations as well as all the agreements or consents essential for ALLOGA to comply with its obligations.
As such, it is solely responsible for communicating to the persons concerned any information relating to the processing, including in particular concerning the duration of storage of their data, their individual rights and the procedures for exercising these rights. Any request received by ALLOGA to this effect will be forwarded directly to the Commissioning Laboratory concerned or to any person designated by it.
ALLOGA cannot be held liable for any breach by the Laboratory committing of one of its obligations under the legal and regulatory provisions in force on the protection of personal data, unless this breach is entirely and exclusively attributable to ALLOGA.
10.2 Late penalties & collection fees
ALLOGA may also be required to process the customer's data, mainly identification data, in its capacity as data controller, on its own behalf.
In this case, the Customer's personal data processed in this way is processed for the sole purpose of enabling ALLOGA to perform its obligations under the business relationship between ALLOGA and the Customer. In the event that ALLOGA wishes to process the customer's data for a purpose other than that stated, ALLOGA will provide the customer with information about this purpose.
The Client's data is kept only for the time corresponding to the purpose of the collection, without exceeding the maximum period of five (5) years following the end of the commercial relationship between the Client and ALLOGA, unless there is a legal obligation to archive it.
Access to the customer's data is strictly limited to ALLOGA's employees and agents who are authorised to process it by virtue of their duties. It may be communicated to companies affiliated to ALLOGA for internal administrative reasons or to subcontractors, bound to ALLOGA by contract, for the performance of tasks necessary for the purpose of collection, without the need for authorisation from the Client.
When these affiliates or service providers are located outside the European Union, ALLOGA ensures in advance that these affiliates and service providers provide adequate guarantees.
In accordance with the provisions of the Data Protection Act and the Regulation, the customer has the right to access their data, to rectify or delete it, to limit their processing, to withdraw their consent at any time, to have it ported and to object to the collection of their data. The customer also has the right to lodge a complaint with the CNIL.
For any further information regarding their personal data or if the customer wishes to exercise any of their rights set out above, the customer may
contact ALLOGA (providing proof of their identity), by sending a request:
- by email at the address: donnees.personnelles@alliance-healthcare.fr
- by post to the following address: ALLOGA France (Personal Data), 222, rue des Caboeufs - CS 50002 - 92622 GENNEVILLIERS Cedex.
11. Lift embargo
The Client complies with, shall comply with and shall ensure that ALLOGA does not violate the laws applicable to economic sanctions and embargo measures (the "Economic Sanctions Measures"), in particular, the sanctions or restrictive measures imposed by France, the European Union, the United States of America and the United Nations.
As such, the client represents and warrants that he/she:
(i) is not subject to any blocking, delisting, designation, exclusion, sanction or deprivation of the right to import or export under an Economic Sanctions Measure;
(ii) is located, resides or is organized under the laws of a country or territory that is not subject to Country or Territory Sanctions Measures (as of the date of entry into force of these Terms and Conditions, Crimea, Cuba, Donetsk, Luhansk, Venezuela, Iran, Syria or North Korea); or
(iii) is not owned (with a 10% or more interest) or controlled by any person subject to Economic Sanctions Measures (collectively, "Economic Sanctions Persons").
The client represents and warrants that it is not and will not knowingly engage, directly or indirectly, in any operations or transactions or be otherwise associated with Persons subject to Economic Sanctions Measures in violation of applicable law.
If at any time the customer becomes aware that any of the previous statements are no longer correct, the customer must inform ALLOGA without
delay.
ALLOGA and may unilaterally, and immediately upon written notice, terminate the sale and shall be entitled to receive payment for the services rendered hereunder as well as any reasonable additional costs incurred as a result of such early termination in the event that:
a. the client does not comply with the applicable Economic Sanctions Measures;
b. the customer leads ALLOGA not to comply with the applicable Economic Sanctions Measures;
c. the client or one of its direct or indirect shareholders is subject to Economic Sanctions for the duration of the execution of these Terms and Conditions.
12. Effective Date
These general terms and conditions of sale apply from 1 January 2025. They replace previous general terms and conditions of sale that may appear on our documents.
The legal language referenced on this page is legally binding in English only. Any and all translations into other languages have no legal force and are provided for information only.
The legal language referenced on this page is legally binding in English only. Any and all translations into other languages have no legal force and are provided for information only.