Terms and Conditions of Sales 29.01.2019 Please note. The auctioneer reserves the right to at its discretion contact any bidders in order to collect a partial invoice payment during the live auction. CLAUSE 1 – GENERAL CLAUSES ALTERNUP MEDICAL SAS is a company registered in France with the Register of Trade and Commerce of Villefranche - Tarare under number 812 605 236 00023 whose registered office is at ZI Le Moulin 69490 Pontcharra-Sur-Turdine. Vat Reg No: FR80812605236. The following terms and conditions listed below will be governed by the French law to form a legal agreement between you “Buyer/s” and ALTERNUP MEDICAL SAS. For more information, feel free to contact us on +33 (0)4 74 64 58 15. Online services are provided by proxibid.com. Online Buyers agree to the additional terms and conditions provided at https://www.proxibid.com/asp/UnifiedUserAgreement.asp If any part of the terms and conditions is deemed unenforceable, the enforceability of any other part of the terms and conditions shall remain unaffected. These terms and conditions contain the whole agreement between the parties in respect of its subject matter and supersedes any prior written or oral agreement between them relating to it and the parties confirm that they have not entered into the acceptance of these terms and conditions on the basis of any representations that are not expressly incorporated in the terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the terms and conditions, but nothing shall limit or exclude any liability for fraud. The parties agree that their relationship will be exclusively governed by the contract, the contents of which thus defined, to the exclusion of any other agreement, including any terms and conditions of purchase which are unenforceable to ALTERNUP MEDICAL SAS. The contract is subject to French law, to the exclusion of all provisions of French law which have the intention or effect of making a law other than French law applicable. It is agreed that for any dispute concerning the validity, interpretation and/or execution of the contract, only the Courts of Villefranche sur Saône will be competent, notwithstanding the introduction of third parties or the presence of several defendants. The language that applies to the contractual relations between ALTERNUP MEDICAL SAS and the customer is French. Each party irrevocably agrees that the courts of France shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims). These terms and conditions may not be changed, amended or modified except by ALTERNUP MEDICAL SAS, and maybe changed and modified by ALTERNUP MEDICAL SAS at any time. All items/lots are sold “as is, where is” with no grading or guarantees irrespective of condition, wear, damage, and with all faults. We do not issue origin certificates of the manufacture of materials. All items are sold used, as-is unless otherwise stated. We do not offer or imply any guarantees or warranties on any equipment sold. It is the responsibility of the buyer to ensure that all equipment is thoroughly inspected and refurbished by qualified technicians before placing into patient use. We accept no liability for equipment once it has left our warehouse. Calibration and/or other further testing might be necessary before used. CLAUSE 2 – PRICE – PAIMENT TERMS All prices exclude VAT. All taxes arising from sales will be charged to Buyers, and will be added to the purchase price. ALTERNUP MEDICAL SAS may refund the VAT paid by the Buyer on the production of a completed bill of lading or relevant export document to the satisfaction of ALTERNUP MEDICAL SAS. Buyers agree to pay the purchase price in full. All outstanding invoices must be paid within five (5) business days of the auction. Outstanding invoices beyond five working days will be considered abandoned. On-line buyers should be aware that any payment due that is not received in cleared funds by ALTERNUP MEDICAL SAS will be taken from the credit card or debit card provided during registration on the proxibid.com website. ALTERNUP MEDICAL SAS will charge a Buyer’s premium of 15% of the final sales price. This will be added to hammer price. Payment mode: Wire transfer. No purchases may be removed until full payment has been received. CLAUSE 3 – RESPONSIBILITY Buyers or their agent(s) must pay for, accept delivery, and remove the items/lots purchased. Buyers are solely responsible for: packaging, loading, removing, shipping and all other costs associated with removing the items/lots; all risk of loss, damage and personal injury caused by removing the items/lots; repairing and restoring any loss or damage caused by removing the items/lots; providing adequate insurance for the items/lots from the fall of the hammer, and ALTERNUP MEDICAL SAS reserves the right to request a copy of the insurance policy at any time. Buyers are responsible for checking the quantities of the items/lots purchased. No adjustments in quantities will be made after the items/lots are collected by Buyer or Buyer’s agent. Acceptance of bid is a commitment to purchase and legally binding on Buyer, its principals, or agents. Once a bid is accepted, neither ALTERNUP MEDICAL SAS nor owners will be liable for any loss, shortage, damage or liability arising from or as a result of any reason whatsoever, including without limitation, negligence, any act or omission, strikes, industrial disputes, civil disruptions, war, terrorism, natural disaster, acts of God, and/or any other event or occurrence in or beyond ALTERNUP MEDICAL SAS’s or owner’s control. Buyers are advised to pre-arrange insurance coverage of their purchases on award of bid. If, for any reason whatsoever, ALTERNUP MEDICAL SAS fails to deliver an awarded item/lot, the ALTERNUP MEDICAL SAS's sole liability shall be the return of any deposit or monies paid on said item/lot, and Buyer shall have no further claim whatsoever including without limitation direct, indirect, consequential, exemplary or incidental damages. CLAUSE 4 – PRODUCT CONDITION AND DESCRIPTION Accessories and consumables are not sold with the devices (unless otherwise stated). The material is sold as it is during the exhibition. ALTERNUP MEDICAL SAS may, at their sole discretion, without reason, notice or liability of any kind, at any time prior to or after commencement of any auction, but prior to close of bidding, alter, withdraw or vary any or all items/lots, refuse to accept any bid or terminate bidding on any or all items/lots, or cancel an auction entirely. The advances, progression, and rules in the bidding shall be regulated at the sole discretion of ALTERNUP MEDICAL SAS. ALTERNUP MEDICAL SAS reserves the right not to acknowledge or accept any bid. ALTERNUP MEDICAL SAS further reserve the right to refuse any bid for any reason. Quantities, descriptions, weights, measurements, dimensions, serial and machine numbers, year and models set out on the items/lots in the auction brochures, catalogues, any advertisements, seller information, and/or invoices or reports are believed to be accurate. However, ALTERNUP MEDICAL SAS, owners, or agent(s) are not responsible or liable for any discrepancies, inaccuracies or failure of the items/lots to correspond with any written or verbal representation of such information made by or on behalf of either the ALTERNUP MEDICAL SAS or owner, or any perceived or expected standard or custom, or any other particulars such as the genuineness or authenticity of any items/lots. No item/lot shall be sold or deemed sold by description or such information and Buyer shall not be entitled to rely thereon. All such information is given by way of identification only and no warranty, condition, representation or guarantee is made, given or is to be implied. ALTERNUP MEDICAL SAS and/or owner are not responsible or liable for any damage or loss (direct, indirect, consequential or otherwise) arising as a result of any inaccuracy in respect thereof. Items/Lots are available for inspection prior to auction during the allocated office hours as indicated in the online auction catalogue, found at www.proxibid.com. Buyers or their agents must satisfy themselves that they wish to participate in the auction. CLAUSE 5 – STOCKAGE – SHIPMENT When the bid is accepted, the transfer of risk is realized. The equipment is therefore under the responsibility of the purchaser. The Customer will take an insurance to cover all risks associated with Product from that delivery. The equipment acquired is stored free of charge at ALTERNUP MEDICAL SAS, for a period of 15 days, after this period, any equipment not collected will accrue storage charges of 2.50 EUR per lot per day. In addition, goods invoiced as “available on ALTERNUP MEDICAL SAS’s premises” are retained at the Customer’s risk. The equipment is sold without packaging. The packaging for the shipment is on the buyer’s charge and on his own risks. A written agreement will be required for packaging. CLAUSE 6 – PERSONAL DATA ALTERNUP MEDICAL SAS will collect information from you “Buyer/s” before you are able to participate in any auction. The information collected by ALTERNUP MEDICAL SAS included but is not limited to: First Name, Last Name, Company Name, Company Number, Vat Number, Billing Address, Shipping Address, Phone Number, Email Address. Online services are provided by proxibid.com. Online Buyers agree to the additional privacy policy at https://www.proxibid.com/asp/PrivacyPolicy.asp All personal information provided to ALTERNUP MEDICAL SAS by the Buyer will be treated confidentially and shall not be passed to third parties, except where necessary to complete the sale of the items/lots. ALTERNUP MEDICAL SAS may disclose such confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. Buyers can obtain access to their personal information to review, update and correct by writing to info@alternup-medical.com. Requests to withdraw personal information could prevent ALTERNUP MEDICAL SAS from being able to provide services to the buyer. CLAUSE 7 – INTELLECTUAL PROPERTY All elements (image, illustrations, designs, icone, photographs, written, etc…) are and will remain the exclusive intellectual property of ALTERNUP MEDICAL SAS. It is forbidden for anyone, even partially, to reproduce, make use of, repost, or use elements of the website for any purpose whatsoever, whether this be software, or visual or sound elements. Any simple or hypertext link is strictly prohibited without the express written consent of ALTERNUP MEDICAL SAS.