GENERAL TERMS OF SALE
ARTICLE 1. DEFINITIONS
PRODUCTS: Products and their specifications as defined in BIOCYTEX Product catalog in force.
BIOCYTEX: The limited liability company BIOCYTEX whose registered offices are located 140, Chemin de l'Armée d'Afrique - 13010 Marseille (France), the seller of the PRODUCTS.
CUSTOMER: The person or entity purchaser of the PRODUCTS.
GENERAL TERMS OF SALE: The present agreement between BIOCYTEX and the CUSTOMER whose scope is to define the terms of sale of the PRODUCTS.
ARTICLE 2. APPLICATION AND OPPOSABILITY OF THE GENERAL TERMS OF SALE
The placing of an order by CUSTOMER implies its complete adhesion without reserve to these General Terms of Sale, to the exclusion of any other document. These General Terms of Sale supersede any terms specified on the correspondence or the documents of CUSTOMER. Any additions, erasures, modifications or deletions related to these General Terms of Sales shall be deemed null and void to the exception of those approved in written by BIOCYTEX. No specific term shall prevail on these General Terms of Sale and any contrary term opposed by the CUSTOMER to BIOCYTEX, at whatever moment, shall be therefore, in the absence of express acceptance by BIOCYTEX, non-opposable to BIOCYTEX. The fact that BIOCYTEX may not at a given time make application of one of these General Terms of Sale shall not be deemed to be a waiver by BIOCYTEX's to prevail itself later of one of the aforesaid General Terms of Sale.
ARTICLE 3. USE OF THE PRODUCTS
CUSTOMER undertakes to use the PRODUCTS personally and exclusively for evaluation and/or scientific research purposes only. The PRODUCTS must be used with caution and exclusively for in-vitro applications. CUSTOMER shall have to comply with all the laws and/or regulations in force applicable to the use of the PRODUCTS. CUSTOMER shall use the PRODUCTS for evaluation and/or scientific research purposes under its entire responsibility and shall hold BIOCYTEX free and harmless from any liability, loss, damage or expenses including attorney's fees, arising from any claim resulting from the use of the PRODUCTS.
ARTICLE 4. ORDERS
Orders shall be deemed accepted and confirmed solely after the receipt by CUSTOMER of a Written Acknowledgment of Receipt of Order sent by BIOCYTEX for each order. Solely modifications or resolutions of an order required by CUSTOMER that are made in writing before the forwarding of the PRODUCTS shall be taken into account by BIOCYTEX. Should BIOCYTEX not accept said modification or resolution, the corresponding installments paid by CUSTOMER shall be restored only in value-goods.
ARTICLE 5. DELIVERY
The terms for the delivery of the PRODUCTS shall be EX-WORKS (INCOTERMS 2000) BIOCYTEX and/or any warehouse under BIOCYTEX's control, expect as otherwise agreed upon between CUSTOMER and BIOCYTEX. The PRODUCTS shall be delivered within fifteen (15) days following the sending by BIOCYTEX of the Written Acknowledgment of Receipt of Order for each order. BIOCYTEX shall proceed to the delivery of each order according to its PRODUCT's stock availability and in the range of arrival of the orders. BIOCYTEX reserves the right to carry out total or partial deliveries for each order. The delivery times are specified as precisely as possible but depends on BIOCYTEX supplying and shipping abilities. Any exceeding delivery times shall not entitle CUSTOMER to claim damages of any type, nor to cancel the pending orders. However, if two (2) months after the indicative date of delivery, the PRODUCTS have not been delivered, and except the case of Force Majeure, either party shall have the right to cancel the sale transaction and CUSTOMER shall be entitled to obtain restitution of its installment, to the exclusion of any claim for damages whatsoever. CUSTOMER shall bear the risk of loss or damage of the PRODUCTS, notwithstanding the provision set forth in Article 10. CUSTOMER shall have to subscribe an insurance coverage guaranteeing the risks borne as from the delivery of the PRODUCTS by BIOCYTEX. In the event of damages, of loss or of lacks, CUSTOMER shall have to make all the necessary reserves and to carry out all the recovering actions towards the corresponding carrier. For each delivery, CUSTOMER shall have to verify the conformity of the delivered PRODUCTS with respect to their specifications and to the quantities ordered. PRODUCTS shall be deemed accepted by CUSTOMER within five (5) days upon receipt of shipment.
ARTICLE 6. WARRANTY
BIOCYTEX warrants that the PRODUCTS delivered shall comply with their current specifications during their shelf life as specified in the package inserts of the PRODUCTS delivered to the CUSTOMER. BIOCYTEX declares that, to the best of its knowledge, the use of the PRODUCTS by the CUSTOMER under these General Terms of Sale does not infringe prior intellectual property rights owned by a third party being expressly understood that this cannot be interpreted as constituting any warranty by BIOCYTEX. BIOCYTEX makes no representation and provides no warranty or guarantee, express or implied, for the PRODUCTS, including merchantability or fitness for a particular purpose. Under no circumstances, BIOCYTEX shall be liable whether in contract, tort, including but not limited to negligence or otherwise for any special or consequential damages or losses resulting from the use of the PRODUCTS, and particularly but not limited to, any deterioration, losses of customers or data, expenditure supported CUSTOMER.
ARTICLE 7. CLAIMS
Without prejudice to the recovering actions to be taken by CUSTOMER towards the corresponding carrier, CUSTOMER shall have to evidence any claim related to the quantity or the quality of the PRODUCTS by registered letter with acknowledgement of receipt within ten (10) days of the delivery of the PRODUCT. No return of PRODUCTS shall be deemed accepted without the prior written consent of BIOCYTEX's Commercial Department. The submission of a claim by CUSTOMER shall not exempt CUSTOMER from paying the price of the PRODUCTS within the required payments terms. Subject to BIOCYTEX's acceptance of the non-conformity of the PRODUCTS delivered, the warranty for PRODUCTS is strictly limited to the replacement free of charge of the corresponding PRODUCTS, to the exclusion of any claims for damages whatsoever.
ARTICLE 8. PRICES
The prices for the PRODUCTS are those listed in the BIOCYTEX PRODUCTS CATALOG in force at the time of the receipt of the order by BIOCYTEX and the prices are given free of any taxes. Any taxes, excises or other to be paid in compliance with the French and European regulations, or those of an importing country or a country of transit are to be born by CUSTOMER.
ARTICLE 9. TITLE TO PRODUCTS
Notwithstanding the provisions set forth in Article 5.3, title to each PRODUCT delivered by BIOCYTEX shall pass to CUSTOMER upon full payment by CUSTOMER of said PRODUCT. CUSTOMER shall keep the delivered PRODUCTS in the individualized state as delivered until full payment of said PRODUCTS by CUSTOMER. Failing CUSTOMER to respect the payment terms, BIOCYTEX reserves the right to request the restitution of the PRODUCTS by registered letter with acknowledgment of receipt.
ARTICLE 10. PAYMENT- PENALTY
BIOCYTEX shall establish and deliver an invoice to CUSTOMER for each delivery of PRODUCTS. Except as otherwise agreed upon by BIOCYTEX, each invoice shall be payable integrally without discount by CUSTOMER to BIOCYTEX within thirty (30) days as from the date of invoice of the PRODUCTS. BIOCYTEX reserves the right, in addition to all other remedies available, at its sole discretion and without prior notice (i) to suspend deliveries and to refuse to honor any and all new orders until complete payments by CUSTOMER of all of it's overdue accounts and (ii) to invoice interests on overdue accounts at the legal rate multiplied by one and half percent (1,5%).
ARTICLE 11. GOVERNING LAW - LITIGATION
These General Terms of Sale are governed by French law. Failing amicable settlement, any dispute arising from these General Terms of Sale is to be submitted only to the competent Commercial Courts of the seat of BIOCYTEX.