General Terms and Conditions of Sale

(French Version)                                                              

 

ARTICLE 1 – SCOPE

 

The present General Terms and Conditions of Sale ("G.T.C.S.") of products of the company Euriso-Top (the "Products") apply to all sales made by any person placing an order with Euriso-Top or accepting a proposed sale of Euriso-Top (the "Buyer"). Together hereinafter referred to as the "Parties".

 

These G.T.C.S. are the sole and only basis for commercial negotiation and they prevail over all other general conditions of sale or purchase with which they would be in contradiction except any clause included in these terms and conditions of sale and providing the contrary.

 

In the absence of a written agreement, any order placed with Euriso-Top implies the unconditional acceptance of the G.T.C.S. by the Buyer and his full and entire adherence to the said G.T.C.S. which prevails over any other document of the Buyer, and in particular on any possible General Terms and Conditions of Purchase, regardless of any clause stipulating otherwise.

 

Consequently, the placing of an order by a Buyer entails the latter's adherence to the present G.T.C.S., to which no derogation should be made without the written agreement of Euriso-Top.

 

The fact that Euriso-Top does not exercise a right at any given time of one or more of the provisions of the G.T.C.S. shall not constitute a waiver of its rights, Euriso-Top remaining free to demand their strict application.

 

ARTICLE 2 – USE

 

The Products that Euriso-Top provides are exclusively intended for laboratory use under the sole responsibility of the user. These Products may not be used for human or veterinary medicine, for cosmetics, as food additives, as agricultural or pesticide product, as cleaning product or for household use, with the exception of Products clearly identified for this specific use. The Buyer who wishes to employ Euriso-Top’s Products for pharmaceutical use must ensure, after having carried out the necessary checks that he is in conformity with the pharmacopoeia of his country. Under no circumstances does Euriso-Top guarantee the conformity of its Products with any intended use.

 

ARTICLE 3 – CHANGE CONTROL

 

The implementation of a Change Control requires the signature of a prior written agreement between Euriso-Top and the Buyer.

 

ARTICLE 4 – DESCRIPTIONS AND FIGURES

 

The specifications and figures contained in the catalogs of Euriso-Top are given for information purpose only and they are nonbinding. Euriso-Top reserves the right to modify or remove Products from its catalogs without notice.

 

ARTICLE 5 – PRICE

 

Unless otherwise specified in writing, Euriso-Top’s prices, expressed in euros, are net (tax excluded), based on the tariffs in force on the date of the order.

 

As the prices of the Products are fixed according to the current economic conditions, Euriso-Top reserves the right to modify them, at any time, subject to informing the Buyer beforehand, especially in case of fluctuation of these conditions or to take account of general market price developments, tariff increases of its own suppliers, changes in the prices of raw materials or exchange rates of foreign currencies or in the event of an increase in the cost of transport. Any tariff changes will be immediately applicable on the date indicated on the new tariff.

 

Prices are guaranteed for the period of validity of the offer or quotation, with the exception of variations in the price of raw materials, foreign currency exchange rates, customs duties (including in the case of adoption of anti-dumping duties, countervailing duties or safeguards measures, etc.).

 

ARTICE 6 – TERMS OF PAYMENT

 

Unless otherwise agreed in writing, Euriso-Top's invoices are payable 60 days net from the date of receipt of the Products, but always in accordance with Article L441-6 of the French Commercial Code amended by Order n° 2017-484 of April 6, 2017.

 

Payment of any partial delivery will normally become due on the due date on the relevant invoice, and not upon delivery of the balance.

 

The payment is made by check or transfer. The payment by promissory note will only be possible when it has been expressly provided for and accepted by Euriso-Top and mentioned on the invoice. In the case where this method of payment has been chosen, if the promissory note has not reached Euriso-Top within 30 days of sending the invoice at the latest, Euriso-Top will issue a bill of exchange that the Buyer is then required to accept under the conditions provided for in the penultimate and last paragraph of Article L.511-15 of the French Commercial Code.

 

In case of late payment, Euriso-Top may suspend any order in progress, without prejudice to any other course of action.

 

Any amount not paid at the due date will result in the immediate payment of all outstanding sums, regardless of the method of payment provided, and will result in the payment by the Buyer of delay penalties at the refinancing rate of the European Central Bank, increased by 10 points, in accordance with the law.

 

Pursuant to Article L.441-6 of the French Commercial Code, these penalties are automatically due upon receipt of the notice informing the Buyer that Euriso-Top has debited them to its account. The non-payment of a draft by its expiry date shall result in forfeiture of the term for all of Euriso-Top's claims.

 

In addition to the late payment penalties, any sum, including the deposit, not paid on its due date will automatically result in the payment of a lump sum indemnity of 40 euros due for recovery costs under Articles 441-6, I paragraph 12 and D. 441-5 of the French Commercial Code.

 

 

ARTICLE 7 – RISK TRANSFER

 

By reference to the current version of the Incoterms of the International Chamber of Commerce of 2010, the Products are sold DAP (Delivered At Place).

 

The transfer of risks takes place upon delivery to the agreed place in the country of destination before customs clearance which is the responsibility of the Buyer.

 

ARTICLE 8 – RETENTION OF TITLE CLAUSE

 

Euriso-Top or its rightful claimants reserve the ownership of the goods delivered to the Buyer until full payment of the price in principal, interests and accessories.

 

Euriso-Top has the right to terminate the agreement with the Buyer at any time, with immediate effect, and without judicial authorization or notice of default and without compensation for damages, if the Buyer, despite a written notice of default in which a correction period of at least (7) seven calendar days is observed, remains defective with respect to the timely fulfillment of one or more obligations arising from the agreement (in particular, payment of bills).

 

This provision will be valid even with regard to third parties wishing to seize the goods or materials delivered by Euriso-Top.

 

The Buyer shall not pledge or assign as security the ownership of the goods until he has fully paid the price.

 

In the event that the Buyer is involved in a collective insolvency proceeding, or any event making it impossible to pay for the goods delivered by Euriso-Top, and that some or all of the goods have been sold by the Buyer to a sub-purchaser without the sub-purchaser being released from the price of the sale vis-à-vis the Buyer, the Buyer undertakes to provide Euriso-Top, without delay, with all information necessary for the possible claim of the goods by Euriso-Top, on the purchase price still owed by the sub-purchaser.

 

ARTICLE 9 – ORDERS

 

Orders are definitive only when confirmed by Euriso-Top. In case of cancellation of order from the Buyer, costs may be charged.

 

Euriso- Top recommends using the numbers and designations of its catalogs or offer. Failing this, and in the case of imprecise wording, Euriso-Top declines all responsibility. The return costs for nonconformity remain the responsibility of the Buyer.

 

ARTICLE 10 – GOODS DELIVERY

 

Euriso-Top chooses the method of sending which seems most suitable for its Buyer. The products listed in the ADR (International Regulations on the Transport of Dangerous Goods) and marked in Euriso-Top’s catalog with distinctive signs are shipped only under certain conditions.

 

The delivery is carried out either by the direct delivery of the goods to the Buyer, or by simple notice of the goods' availability, or by delivery to a carrier or to a shipper.

 

The delivery terms appearing on the documents of Euriso-Top (quotation, receipt of order notice ...) are given only as an indication. No late fees or damages can be claimed in case of exceeding these deadlines. Delivery can only be made if the Buyer is up to date with his obligations towards Euriso-Top.

 

ARTICLE 11 – NONCONFORMITY OF THE DELIVERY WITH THE ORDERED PRODUCTS – RETURNS

 

The delivery of a higher or lower quantity of Products in order to account for a specific packaging is tolerated and does not constitute nonconformity of the delivery to the order. In such case, Products delivered above or below the requested quantity will be taken into account at the time of issuing the corresponding invoice.

 

The Buyer is obliged, at the time of delivery, to unpack the Products out of their secondary packaging, to check the quality, quantities, references and their conformity to the ordered Products.

 

Any complaint about the apparent defects or the nonconformity of the ordered Products with respect to the order (in particular quantities or erroneous references) will be accepted by Euriso-Top only if it is carried out by registered letter with acknowledgment of receipt within two (2) weeks from delivery. After this period, no claim relating to apparent defects or the conformity of the Products can be taken into account by Euriso-Top. The claim of the Buyer is deemed received by Euriso-Top only if the latter acknowledges receipt in writing.

 

The Buyer must indicate in his claim the number of the delivery note or the number of the order and must provide any justification as to the reality of the nonconformities found. The Buyer must allow Euriso-Top the opportunity to proceed to the observation of these nonconformities.

 

No product may be returned without the prior written consent of Euriso-Top. According to the return agreement, the shipping terms are specified to the Buyer. The risks of return are the responsibility of the Buyer. In addition, any return in the absence of an error on the part of Euriso-Top may result in a re-invoicing of the costs of taking back the Products.

 

Returns accepted by Euriso-Top will result in the free replacement, in the same quantities, of the product recognized as not conforming to the order by Euriso-Top (or in case of impossibility, the refund of the purchase price of the Products by the Buyer), excluding any compensation or damages, and after verification by Euriso-Top of the returned Products.

 

The use by the Buyer of Products not in compliance with the order constitutes waiver of the claim.

 

Items ordered specifically for the Buyer that are not part of the standard Euriso-Top offer will not be taken back. If the item received in return is unsalable, Euriso-Top reserves the right to charge destruction costs to the Buyer.

 

 

 

ARTICLE 12 – FORCE MAJEURE

 

Euriso-Top will not incur any liability in case of breach of its obligations caused by a force majeure event.

 

By force majeure event is meant any fact preventing the total or partial execution of the order that could not be overcome despite normal and reasonable due diligence from Euriso-Top or its substitutes. In particular, it will be considered as force majeure, without this list being exhaustive: machine breakdowns, accidents affecting the production, storage, marketing or transport of the goods, as well as fire, flood, or other natural disasters, strikes, riots, acts of violence or terrorism, states of war and all other similar events, the impossibility of supplying raw material, legislative or regulatory changes, epidemics or rupture of supply for a cause not attributable to the suppliers of Euriso-Top.

 

In such circumstances, Euriso-Top shall notify the Buyer in writing, in particular by fax or e-mail, as soon as possible after the occurrence of the events, the contract binding Euristo-Top and the Buyer being suspended as a matter of right, without indemnity, from the date of occurrence of the event. The delivery period is then extended for the duration of the force majeure.

 

If the event were to last more than 30 days from the date of its occurrence, the contract concluded between Euriso-Top and the Buyer may be terminated by Euriso-Top, without the Buyer being entitled to the award of damages.

 

ARTICLE 13 – EXPORT

 

If the Buyer wishes to transfer to another Member State of the European Union or to export the Products to a third country, he undertakes to comply fully with all national and international regulations on export control and economic and financial sanctions.

 

The Buyer certifies that neither the receipt, transport, the delivery, the use nor the resale of the goods could result in any breach of any sanctions or prohibitions imposed by the United Nations, the United States of America, the European Union or any national government authority, relevant to the performance of the transaction. This includes without limitation any restrictions related to the goods, the location of use or transit, the intended end use, any intermediate consignee(s), the Buyer or end user or any other person (including organizations) involved or having an interest in the transaction or the goods.

 

In case of modification of the final destination, the Buyer agrees to inform immediately Euriso-Top of the new destination.

 

The Buyer irrevocably agrees to indemnify Euriso-Top for any loss, damage, claim, penalty and expense whatsoever, including legal fees and reasonable attorney’s fees, which may arise or result from this clause being breached.

 

For export sales and in the French overseas departments and territories, the prices of Euriso-Top Products are stipulated ex works.

 

ARTICLE 14 – COMPETENT JURISDICTION AND APPLICABLE LAW

 

All clauses contained herein G.T.C.S. as well as all transactions referred to it will be subject to French law.

 

The Parties will seek, prior to undertaking any litigation action, an amicable agreement. In case of dispute, only the Courts of Paris (France) will be competent. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants or warranty claims, without the jurisdiction clauses contained in the Buyer's documents being able to impede the application of this clause.

 

Euriso-Top certifies that it complies with Article L324-10 of the French Labor Code on the fight against concealed labour.

 

ARTICLE 15 – MISCELLANEOUS PROVISIONS

 

The fact that Euriso-Top does not comply with any of its obligations can not result in the immediate termination of any relationship by the Buyer which would result, for example, in the cancellation of orders in progress and / or in the termination of sales of goods already delivered.

 

If any of the paragraphs or provisions of these G.T.C.S. was found to be invalid or unenforceable, the rest of the present G.T.C.S. remain in force unless the invalidated obligation is an essential obligation the removal or cancellation of which would prevent the continuation of these G.T.C.S. as a whole.

 

Date of update : 02/21/2019