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Where ALLOGA FRANCE provides distribution services only, Articles 5 (Delivery), 8 (Warranty), 9 (Dispute) and 10 (Effective Date) shall apply exclusively. Where ALLOGA FRANCE provides distribution and invoicing services only, without collecting payment, Articles 2 (Orders), 3 (Prices), 5 (Delivery), 8 (Warranty), 9 (Dispute) and 10 (Effective Date) shall apply exclusively.

Any Order submitted to ALLOGA FRANCE by any means whatsoever shall irrevocably bind the Customer. In the event of a dispute, ALLOGA FRANCE shall incur liability solely in respect of Orders confirmed in writing by the Customer and only within the limits of available stock.

Prices shall be determined by the Principals, in accordance with their price lists in force and in compliance with applicable regulations. Prices may be revised in accordance with the terms set by the Principals and in compliance with regulations in force. For mainland France and the Principality of Monaco, prices shown on invoices shall, in principle, be carriage paid and packaging included (delivered). For sales in the French overseas territories (DOM-TOM), prices shall, in principle, be carriage paid and packaging included up to the location where the goods are handed over to a carrier or freight forwarder located in mainland France and designated by the Principals. Community pharmacies and equivalent outlets are reminded that where prices determined by the Principals are lower than the Pharmacist Ex-Works Price excluding taxes reduced by the maximum statutory discount, they remain solely responsible for complying with their obligations regarding the retail selling price, pursuant to applicable laws and regulations.

Invoices shall be payable at ALLOGA FRANCE’s registered office by one of the following means only, to the exclusion of any other:

Unless otherwise stated at the foot of the invoice, where ALLOGA FRANCE takes Orders in the name and on behalf of the Principals, cash discounts shall be as follows:

No other cash discount shall be granted.

Where Orders are placed directly with the Principals, the discount shall be that applied by the relevant Principal.

No cash discount shall be granted, unless otherwise provided by the Principals under their terms and conditions of sale.

Unless a derogation approved by decree applies, where ALLOGA FRANCE takes Orders in the name and on behalf of the Principals, payment due dates shall range from immediate payment up to sixty (60) days from the invoice issue date. Where Orders are placed directly with the Principals, payment terms shall be those applied by the relevant Principal.

 

 

 

 

Delivery times shall be those applied by carriers and are provided without any guarantee by ALLOGA FRANCE. Delays shall in no event entitle the Customer to cancel the Order, refuse the Products, or claim penalties, damages or compensation of any kind. ALLOGA FRANCE reserves the right to suspend delivery where the Customer is not in full compliance with all or part of its obligations.

ALLOGA FRANCE does not deliver outside mainland France. Delivery shall be made to the address designated by the Customer, located in mainland France and/or the Principality of Monaco. Where delivery is requested outside mainland France and the Principality of Monaco, ALLOGA FRANCE shall deliver the Products only up to the address of the carrier or freight forwarder located in mainland France and designated by the Principals.

By express agreement, unloading at the place of delivery shall be performed exclusively by the Customer and under the Customer’s sole responsibility, irrespective of any assistance provided by the carrier. The Customer undertakes to comply with cold-chain requirements for Products to be stored between 2°C and 8°C.

The Customer shall carefully inspect the Products upon receipt. Any non-conformity with the Order and any apparent damage (including breakages) must be recorded upon delivery on the carrier’s delivery note and countersigned/acknowledged by the carrier. Within three (3) days following receipt of the Products (excluding public holidays), the Customer shall notify the carrier, by registered letter with acknowledgement of receipt, of any concealed defect or damage attributable to transport. A copy of such notice shall be sent without delay to ALLOGA FRANCE. Defects not attributable to transport must be notified to ALLOGA FRANCE within three (3) days of receipt by registered letter with acknowledgement of receipt. After expiry of such time limits, the Products concerned shall neither be taken back nor exchanged and shall not give rise to any damages or compensation. Any claim must be substantiated and accompanied by the relevant delivery note(s) evidencing quantities and sales conditions. Subject to the foregoing, the Products giving rise to an accepted claim must be returned to ALLOGA FRANCE, which shall replace them as soon as reasonably practicable, provided that the claim is accepted by ALLOGA FRANCE and/or the Principals.

Article 5 shall not apply to deliveries to mass retail (GMS), for which delivery arrangements are determined by the Principals.

The Principals shall retain title to the delivered Products until full and effective payment of the price by the Customer, the price including principal, costs and any late-payment interest due. Risk in and to the Products shall nevertheless pass to the Customer upon handover by the carrier.

The Customer shall ensure that Products delivered by ALLOGA FRANCE remain identifiable at all times. The Customer is authorised, in the ordinary course of its business, to resell the Products, but shall not pledge them or transfer title (including by way of security) prior to full payment. In the event of seizure or any third-party intervention, the Customer shall notify ALLOGA FRANCE immediately.

In the event of non-payment on the invoice due date, ALLOGA FRANCE may require the Customer, at the Customer’s cost and risk, to return any unpaid Products upon service of a registered letter with acknowledgement of receipt. In the event of collective insolvency proceedings, ALLOGA FRANCE is entitled to bring an action for recovery of the Products.

Pursuant to Article L.441-6 of the French Commercial Code, late-payment penalties shall be due, without prior notice, from the day following the payment date stated on the invoice. The interest rate shall be three (3) times the statutory legal interest rate in force on the due date. Such penalties shall accrue per month of delay, from the initial due date until full payment, any commenced calendar month being due in full. In addition, any late payment shall give rise to the payment of a fixed recovery indemnity of forty (40) euros (Decree no. 2012-1115 dated 2 October 2012), due automatically and without formality. Where recovery costs exceed such fixed amount, ALLOGA FRANCE reserves the right to claim additional compensation upon supporting evidence, pursuant to Law no. 2012-387 dated 22 March 2012.

In the absence of payment, forty-eight (48) hours after service of a formal notice remaining without effect, the sale may be terminated as of right by ALLOGA FRANCE and/or the Principals, without judicial proceedings, unless they elect to seek specific performance. Such termination may apply not only to the sale(s) covered by the formal notice but also to any other sale(s) whose price remains unpaid, whether the corresponding Products have been delivered or are in the course of delivery and whether or not payment has fallen due.

Products of the Principals requiring a marketing authorisation are manufactured and marketed in compliance with the French Public Health Code. Other Products are, in the event of defect, covered by the statutory warranty. Any claim relating to such Products must be addressed directly to the Principals. As ALLOGA FRANCE is not the owner of the Products, its civil liability may not be sought in any circumstances in the event of defective Products.

Any dispute relating to the validity, interpretation or performance of sales of Products hereunder shall fall within the exclusive jurisdiction of the Commercial Court having jurisdiction over ALLOGA FRANCE’s registered office.

In the context of the commercial relationship between the Customer and the relevant Principal, ALLOGA may process personal data relating to the Customer, mainly identification data (surname, first name, address, email address and sales data, etc.) initially provided by the Principal and/or processed in accordance with the Principal’s instructions. ALLOGA acts as a data processor on behalf of the Principal, in compliance with applicable personal data protection laws and regulations. As data controller, the Principal warrants that it has completed all formalities and obtained all authorisations, filings, agreements and/or consents necessary for ALLOGA to comply with its obligations. The Principal remains solely responsible for providing data subjects with all information relating to the processing (including the retention period, individual rights and how to exercise them). Any request received by ALLOGA in this respect shall be forwarded to the relevant Principal or any person designated by it. ALLOGA shall not be liable for any breach by the Principal of its obligations under applicable personal data protection laws and regulations, unless such breach is entirely and exclusively attributable to ALLOGA.

ALLOGA may also process the Customer’s personal data, mainly identification data, as data controller for its own purposes. In such case, the Customer’s data shall be processed solely for the purpose of enabling ALLOGA to perform its obligations under its commercial relationship with the Customer. Should ALLOGA intend to process such data for a purpose other than that stated herein, ALLOGA shall provide the Customer with information regarding such purpose. The Customer’s data shall be retained only for the period necessary for the purpose of the collection and in any event no longer than five (5) years following the end of the commercial relationship between the Customer and ALLOGA, unless a statutory archiving obligation applies. Access to the Customer’s data is strictly limited to ALLOGA personnel authorised to process them for the purposes of their duties. Such data may be disclosed to ALLOGA affiliates for internal administrative purposes and/or to ALLOGA subcontractors bound by contract, for tasks necessary to the purpose of the processing, without the Customer’s authorisation being required. Where such affiliates or subcontractors are located outside the European Union, ALLOGA shall ensure in advance that adequate safeguards are implemented. In accordance with the French Data Protection Act and the GDPR, the Customer has rights of access, rectification and erasure, restriction of processing, withdrawal of consent at any time, data portability, and objection. The Customer also has the right to lodge a complaint with the CNIL. For further information or to exercise these rights, the Customer may contact ALLOGA (providing proof of identity) by:

• email: donnees.personnelles@alliance-healthcare.fr
• post: ALLOGA France (Personal Data), 222, rue des Caboeufs - CS 50002 - 92622 GENNEVILLIERS Cedex.

The Customer shall comply with, shall continue to comply with, and shall ensure that ALLOGA does not breach, all applicable economic sanctions and embargo laws and measures (the “Economic Sanctions Measures”), including measures imposed by France, the European Union, the United States of America and the United Nations.

The Customer represents and warrants that it: (i) is not subject to any blocking, delisting, designation, exclusion, sanction or deprivation of the right to import or export under any Economic Sanctions Measure; (ii) is not located in, resident in, or organised under the laws of any country or territory subject to comprehensive country/territory sanctions (as of the Effective Date of these GTC: Crimea, Cuba, Donetsk, Luhansk, Venezuela, Iran, Syria or North Korea); or (iii) is not owned (directly or indirectly) or controlled, with a ten per cent (10%) or greater interest, by any person subject to Economic Sanctions Measures (together, “Sanctioned Persons”).

The Customer further represents and warrants that it is not and will not knowingly, directly or indirectly, engage in, or be otherwise associated with, any transaction or dealing with Sanctioned Persons in breach of applicable law.

If at any time the Customer becomes aware that any of the above representations is no longer true, it shall notify ALLOGA without delay.

ALLOGA may unilaterally and with immediate effect, upon written notice, terminate the sale and shall be entitled to receive payment for services performed hereunder as well as reimbursement of all reasonable additional costs incurred as a result of such early termination where: a) the Customer fails to comply with applicable Economic Sanctions Measures; b) the Customer causes ALLOGA to fail to comply with applicable Economic Sanctions Measures; c) the Customer or any of its direct or indirect shareholders becomes subject to Economic Sanctions Measures during performance hereof.