Terms and Conditions of Sale

General Terms and Conditions 

Applicable to all deliveries in mainland France, effective from May 1st, 2024

These General Terms and Conditions (hereinafter the “GTCs”) are made by the company New England Biolabs France SASU, identified under the number 530 602 150 RCS EVRY (hereinafter “NEBF”) and an affiliate of New England Biolabs, Inc. (“NEB”), and are the terms and conditions under which NEBF sells products, services, and/or products resulting from services (collectively, “products”) to its customers (hereinafter the “Customer(s)”), either directly or indirectly through its affiliates.

These GTCs apply to any order for products made by the Customer, placed from their date of entry into force, and cancel and replace all previous conditions, whether such orders are made by e-mail or mail or through NEBF’s website.

Any product order implies full acceptance of these GTCs by the Customer. When placing an order, the Customer expressly waives its own purchase terms or any other commercial document, except with prior, express, and written acceptance by NEBF.

These GTCs, which include all documents incorporated herein by reference, any quotation and related documents issued to the Customer from NEBF or its affiliates, and those specific terms of a purchase order or other document that are either consistent with these GTCs or expressly agreed upon by NEBF in writing, constitute the entire contract between the Customer and NEBF relating to the subject matter hereof (the “Contract”), and supersede all prior agreements and understandings between the Customer and NEBF, whether written or oral. Any additional or different terms and conditions are hereby rejected and will be void. Any failure by NEBF to expressly reject any such other terms or conditions will not constitute an acceptance of them or waiver of these GTCs.  In the event of a conflict, a quotation and other related documents issued to the Customer from NEBF or its affiliates takes precedence over these GTCs, and a written contract covering the same subject matter signed by both the Customer and NEBF takes precedence over both.

1. Orders: Orders must be sent to NEBF in writing, and can be placed through the NEBF website (www.neb-online.fr), by e-mail (orders.fr@neb.com), or by mail to the following address: New England Biolabs France (NEBF), Genopole Campus 1, 5 Henri Desbruères, Building 6, 91030 Evry cedex. All Customer orders must be sent to NEBF with all the information required to allow NEBF to check the order, including, in particular: the purchase order number, the Customer’s SIRET number, the service code number and the contract number. Each order for products submitted by the Customer to NEBF will be deemed to be an offer by the Customer to purchase products subject to these GTCs. All orders are subject to NEBF’s acceptance and availability of the products, and NEBF will not be obligated to accept any order. No order placed by the Customer will be deemed accepted by NEBF until a written or e-mail acknowledgement of order is issued by NEBF or, if earlier, until NEBF delivers the products to the Customer. Confirmations of orders placed via the NEBF website must bear the mention “Confirmation – Do not duplicate”. In placing an order, the Customer confirms it is lawfully entitled to purchase the products, and, if applicable, import them to the address specified in the order. No cancellation or modification of an order, including any modification to delivery dates, by the Customer can be done without NEBF’s express, prior, and written consent. No order modification or cancellation by the Customer, either total or partial, will be taken into account by NEBF in the event of an order in progress. Any quotation issued by NEBF is given on the basis that no contract will exist until NEBF dispatches an acknowledgement of order to the Customer.

2. Prices: Product prices are provided for information purposes and may change at any time. Prices do not include taxes (including value added and sales), duties, levies, or other government fees or charges that may apply to the Customer’s order. If NEBF is required to pay any such amount, then the Customer will reimburse NEBF promptly on demand or, when submitting its order, submit an exemption certificate or other document acceptable to the authority imposing the payment.  If applicable, insurance against loss or damage in transit, shipping and carriage charges will be invoiced in addition and show as separate items on the applicable invoice. If NEBF does not provide the Customer with a written quotation or if the product price is not specified in a written contract between the Customer and NEBF, then the applicable prices are those in force on the day of the order.

3. Delivery – Delays – Risks – Inspections – Returns

3.1. Delivery within 24 hours: Unless otherwise subject to lead times specified in a written contract or in a written quotation issued to the Customer by NEBF, NEBF will use commercially reasonable efforts to fulfill (a) orders placed by 3:45 p.m. (Monday to Thursday) Evry time with delivery addresses in mainland France on the following day, and (b) orders placed on Fridays with delivery addresses in mainland France on the following Tuesday.

3.2. Standard delivery: Deliveries will be made to the address specified in the Customer’s order.  The average delivery times are communicated after the confirmation order for information purposes only. Exceeding the indicated delivery date, including those specified in clause 3.1, does not entail any penalty or compensation. Although NEBF will use reasonable efforts to meet the anticipated delivery date, any such date is an estimate only and accordingly time for delivery will not be of the essence.  For optimal shipping conditions, NEBF uses specific insulated packaging that is designed to ensure the necessary cooling of the products during transport. The delivery costs for any delivery in mainland France amount to 21,50 Euros excluding taxes; including shipping and packaging costs and order management fees. For any order with a delivery address in mainland France that is equal to or greater than 350,00 Euros (excluding taxes), delivery is free. The Customer will be responsible for all delivery costs for any orders with delivery addresses outside of mainland France, including, without limitation, any costs for order management, shipping, handling, packaging, and documents required for customs clearance.  These costs will be specified on the Customer’s invoice.  If there is an error attributable to the Customer (address or product reference), the Customer will assume the delivery costs and costs under the order. In this regard, the Customer is solely responsible for the address provided when placing the order. 

3.3. Installments: NEBF may make delivery of the products by installments, in which case all such installments may be separately invoiced and will be paid for when due per invoice, without regard to subsequent deliveries.  Delay in delivery of, or any other breach affecting, any installment will not relieve the Customer of its obligations to accept subsequent deliveries.

3.4. Risk: NEBF assumes the delivery risk until the Customer’s receipt of the products (signature will be required on the delivery note), or, if the Customer, its servant, or its agent fails to take delivery of the products, at the time when NEBF has attempted to tender delivery of the products.

3.5. Inspection: Immediately upon receiving any products, the Customer will inspect the products and will notify NEBF in writing at info.fr@neb.com of any claims for shortages, defects or damage and will hold such products pending NEBF’s written instructions.  When the Customer contacts NEBF, NEBF will give the Customer instructions on returning any defective or damaged products and on product replacements; however, the Customer must return any such products not later than 14 (fourteen) days after delivery by NEBF, and, unless otherwise directed by NEBF, in accordance with clause 3.6.  If the Customer fails to so notify NEBF within 5(five) working days after the products have been delivered, such products will conclusively be deemed to conform to the Contract and to have been irrevocably accepted by the Customer, but the Customer will not lose any warranty rights under Article 6.

3.6. Returns: Authorization for all product returns must be approved by NEBF and a return material authorization number given to the Customer prior to the return of products. Not all products will be authorized for return, including, without limitation, due to temperature, packing, or other requirements. For authorized returns, NEBF may, at its discretion, replace products free of charge or issue a product credit.  Products authorized for return must arrive at NEBF’s facilities in a state satisfactory for resale to be eligible for product credit.  For the Customer to be eligible to receive a product credit for an authorized return, the product must be returned no later than 14 (fourteen) days after delivery:

3.6.1. with both products and all packaging in their original condition;

3.6.2. securely wrapped;

3.6.3. including NEBF’s dispatch note;

3.6.4. at the Customer’s risk and cost using a registered method of delivery; and

3.6.5. fully in compliance with the shipping conditions submitted to the Customer.

3.7. Consents: Acceptance and completion of orders are subject to NEBF possessing all necessary consents, licenses, authorizations and approvals required for the purpose of the supply of the products (“Consents”). If at any time NEBF is not in possession of any Consents, it will be entitled (without liability to the Customer) to cancel the Contract by written notice.

4. Title Retention

4.1. Retention of Title:  So long as any amounts whatsoever (whether immediately due or not) remain owing from the Customer to NEBF, title to and property in any products supplied will remain with NEBF and will not pass to the Customer until NEBF receives such amounts in full. Until then the Customer will: (a) hold the products as NEBF’s bailee; (b) store them separately and clearly identifiable from other goods in its possession; (c) ensure that no charge, lien or other encumbrance is created over them; (d) promptly deliver them up to NEBF upon demand or grant NEBF full access to any premises containing them so that they can be recovered; and (e) maintain them in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

4.2. Right to Proceeds: If the Customer has sold or otherwise parted with possession (including through use) of any of the products before NEBF has received payment in full, the Customer will hold the proceeds of sale (or in the case of payment not having been made the debt owed to the Customer by its buyer), if applicable, up to the amount or value of the Customer’s debt as agent and trustee for NEBF and pay it to NEBF on demand.

4.3. Reclamation: Any non-payment on a due date may result in immediate reclaim of the products from the Customer by NEBF.

5. Payment

5.1. Payment Conditions: Invoices are payable 30 (thirty) days from the issue date, by the methods specified in NEBF’s order acknowledgement, or, if none, by check or wire transfer to NEBF. No discount will be granted for early payment. Any deduction and/or compensation from the Customer is expressly excluded, except with NEBF’s express, prior, and written agreement. Payment is effective when the amount invoiced is fully credited to NEBF’s bank account. NEBF reserves the right to request prepayment before shipping the products.  Orders expressly authorized by NEBF for export or transfer to a third party in France or any other destination country must be paid for before the products’ shipping.  All payments by the Customer will be in the currency nominated by NEBF.  Where payment is made by bank transfer, the Customer will pay all bank charges (receiver’s as well as remitter’s).  Time of all payments is of the essence.

Any failure to pay or late payment will automatically lead without prior notice to:

• Forfeiture of the term and immediate payment of all invoices not yet due;
• The application of late interest equal to the rate applied by the European Central Bank on its most recent refinancing transaction, increased by 10 (ten) points, payable from the day following the agreed due date until full payment of the amount due;
• A 40,00 Euro per invoice lump sum compensation for recovery costs will also be payable without a reminder being necessary.

In the event of failure to pay or late payment on the due date, NEBF may, moreover, on its own accord:

• Suspend its obligations regarding the Contract until full payment of the sums that the Customer remains owing to NEBF is made, without any compensation being able to be claimed by the Customer;
• Upon notice, terminate the Contract;
• Reclaim the products that remained NEBF’s property pursuant to the title retention clauses set forth in Article 4.

5.2. Payment by Customers with Credit Accounts: If the Customer has a credit account with NEBF, then, in such event:

5.2.1 A valid and approved purchase order number from the Customer must be provided with each order for products;

5.2.2 Products will only be dispatched if the Customer’s credit account is in good standing having not exceeded any credit limit set by NEBF and if there are no payments outstanding;

5.2.3 Payment of the price of the products will be due in accordance with clause 5.1. If any sum remains unpaid in full by its due date:

(a) The Customer will pay interest on the outstanding amount, before and after judgment, corresponding to 3 (three) times the legal interest rate in force. A fixed penalty for debt collection costs of an amount of 40 Euros per invoice will be due, without further notice.

(b) NEBF may without liability to the Customer suspend all further deliveries to the Customer and will, on written notice, forthwith suspend the credit facility extended under this clause 5.2; and

(c) NEBF may exercise its rights under Article 4; and

5.2.4 Prices specified in written quotations from NEBF to the Customer may be made based on expected purchased volumes for a specific period of time, and, to the extent production is made according to such volumes, NEBF may invoice the Customer for the products which are not effectively purchased by the Customer for the period concerned.

6. Guarantee, warranty exclusions and limitation of liability:Unless a different written guarantee or warranty is included with product literature or associated documents, NEBF guarantees and warrants that the products comply with the specifications defined in the corresponding technical documentation, website or catalogue, as applicable until their respective expiration dates (if stated) or up to their respective number of uses, as the case may be.  If NEBF does not specify an expiration date, number of uses, or guarantee or warranty period for a product, then NEBF guarantees to the Customer that the product will conform to its technical specifications for 12 (twelve) months from the date of the Customer’s receipt of the product. As applicable, on occasion, NEBF may make changes to product specifications or that affect a product’s form, fit, or function. Any new specifications will be made available in the corresponding technical documentation, on NEBF’s website, or in NEBF’s catalogue or provided to the Customer upon request or in accordance with any applicable quality agreement.

NEBF’s guarantee and warranty will not be effective if NEBF determines the products or their packaging suffer deliberate or accidental damage, if the products have not been stored in accordance with the instructions contained in any delivery note or other document related to the products, if the Customer has misused the products in any manner, has failed to use, store or transport the products in accordance with industry standards and practices, has failed to use the products in accordance with any instructions given by NEBF or these GTCs, or has failed to comply with any delivery conditions, or if a third party does any of the aforesaid.

In the event of guarantee and warranty non-compliance duly notified no later than 60 (sixty) days from the date Customer discovers that a product does not conform, NEBF undertakes only to replace the product concerned, free of charge. It is expressly stated that the Customer’s sole and exclusive remedy, and NEBF’s sole and exclusive liability, with respect to products whose conformity defects have been notified to NEBF within such 60 (sixty) day period and have been duly noted by NEBF, and which have been returned to NEBF, will be the replacement of the products, and, for clarity, the Customer will not be able to request either the cancellation of the Contract or a reduction in the price, nor the award of damages, nor recovery costs; provided that, at NEBF’s discretion, NEBF may provide a product credit in accordance with clause 3.6 above.

NEBF’S CONTRACTUAL GUARANTEE AND WARRANTY IS EXCLUSIVE, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEBF MAKES NO OTHER REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IF NEBF OR ITS AFFILIATES MANUFACTURE CUSTOM PRODUCTS FOR THE CUSTOMER BASED ON INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS THE CUSTOMER PROVIDES TO NEBF OR ITS AFFILIATES, NEBF AND ITS AFFILIATES WILL NOT BE LIABLE FOR THE LACK OF SUFFICIENCY, FITNESS FOR PURPOSE, INFRINGEMENT, OR QUALITY OF THE PRODUCTS TO THE EXTENT ATTRIBUTABLE TO SUCH INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS.

It is specified that the products must only be handled by duly qualified laboratory personnel with regard to applicable standards and good practices, as well as the regulations in force. NEBF is not responsible for any risk or damage resulting directly or indirectly from the use of the products or their suitability for the Customer’s needs.

In any event and whatever the basis of liability:

• NEBF and its affiliates can only be held liable in the event of proven and exclusive fault in the occurrence of the damage;
• NEBF AND ITS AFFILIATES WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT THE CUSTOMER MIGHT INCUR UNDER THE CONTRACT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH THE PRODUCTS OR THE PROVISION THEREOF, EVEN IF NEBF OR ITS AFFILIATES HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT ANY EXCLUSION OR LIMITATION OF LIABILITY SET FORTH IN THIS PARAGRAPH OR IN THESE GTCS IS LIMITED BY LAW, SUCH LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
• in any event, NEBF and its affiliates will not (i) be held liable for more than 3 (three) months following the occurrence of the event giving rise to it and (ii) have liability exceeding, all causes combined, the sale price excluding taxes of the product paid by the Customer having generated its responsibility.
• subject to this Article 6, NEBF and its affiliates will not, in any manner, be liable for how the Customer uses the products or for any losses or liability arising out of or in connection with reliance on results generated from tests using the products.

All technical assistance and information NEBF and its affiliates provide to the Customer regarding the products will be provided gratis, and the Customer assumes sole responsibility for results obtained in reliance thereon. NEBF and its affiliates make no warranty or guarantee regarding such technical assistance or information.

7. Indemnity: To the extent allowed by applicable law, and except where a claim arises as a result of NEBF’s gross negligence or willful misconduct or that of NEBF’s affiliates, the Customer will indemnify, defend, and hold harmless NEBF and its affiliates and NEBF’s and its affiliates’ directors, officers, agents, employees, and distributors (each an “Indemnified Party”) for any claim, loss, damage, expense or other liability (including reasonable attorneys’ fees and costs) which may be made against an Indemnified Party as a result of (a) the Customer’s acts or omissions or the Customer’s use or modification of a product, (b) NEBF’s or its affiliates’ manufacture or sale of a product made under the Customer’s instructions, specifications, or other directions, (c) the Customer’s failure to comply with the Contract, (d) the Customer’s failure to acquire any applicable additional rights related to its use of the products, or (e) NEBF’s or its affiliates’ use of materials the Customer provides to NEBF or its affiliates or of third-party materials NEBF or its affiliates acquire at the Customer’s request.

8. Use of products – Restrictions: The products are intended exclusively for the Customer’s internal research and not for therapeutic or diagnostic use in humans or animals. The Customer is solely responsible for the use of the products and guarantees its compliance with laws, regulations, and government policies in force. The Customer is solely responsible for obtaining all necessary approvals, intellectual property rights, licenses, and permissions that it may need related to its use of the products. The Customer represents to test, use and market any product, as well as any article made from it, in accordance with the applicable government requirements in force, in particular regarding food, drugs, devices and cosmetics.

The Customer represents respecting the instructions for use and safety of the products. The Customer undertakes to inform Customer’s clients and employees of the risks associated with the use or handling of the products.

The Customer represents and warrants that the Customer will refrain from using the products for any purpose prohibited by laws and regulations in force, without obtaining the prior authorization of the competent governmental authorities in accordance with these laws and regulations, including, but not limited to, activities involving the development, production, use or stockpiling of chemical or biological weapons.

The Customer may not perform a compositional, structural or functional analysis of the products or conduct any reverse engineering study.

9. Intellectual property-Limited rights: The Customer acknowledges and agrees that all intellectual property rights in NEBF’s and its affiliates’ products and in any of NEBF’s and its affiliates’ technology, intellectual property and know-how used to make or provide, or useful for the manufacture or use of, the products will at all times remain vested in NEBF and its affiliates and NEBF’s and its affiliates’ licensors. Unless otherwise expressly agreed in writing by NEBF’s authorized representative, the Customer’s purchase of the products only grants the Customer a limited, non-transferable right to use the quantity of the products that the Customer has purchased from NEBF for the Customer’s internal research purposes only, and in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in NEBF’s current catalogue, website or on the label or other documentation accompanying the products (all such statements or licenses being incorporated herein by reference as if set forth herein in their entirety). No right to resell the products or any of their components is conveyed expressly, by implication, or by estoppel. Unless otherwise expressly agreed in writing by an authorized representative of NEBF, NEBF provides no rights to use the products in commercial applications of any kind, including, without limitation, manufacturing, quality control or commercial services such as reporting the results of the Customer’s activities for a fee or other form of consideration. It is solely the Customer’s responsibility to determine whether the Customer may be required to obtain any additional or third-party intellectual property rights depending upon the particular application in which the Customer is using the product. If the Customer needs commercial use rights to the products (including the right to perform fee-for-services), please contact NEB’s Global Business Development department at busdev@neb.com.

The brands used by NEBF are registered trademarks owned by NEBF and its affiliates. No provision of these GTCs may be interpreted as a transfer of intellectual property rights on these signs or concerning the products for the benefit of the Customer or any third party.

The Customer will respect the intellectual property rights held and/or exploited by NEBF and its affiliates, and will not take any action likely to infringe upon them and more generally that may affect NEBF’s and its affiliates’ interests. As soon as the Customer becomes aware of it, the Customer will immediately inform NEBF of any infringement on the intellectual property rights held and/or exploited by NEBF and its affiliates.

10. Force majeure: NEBF will not be held responsible for any breach of its obligations under the Contract in the event of an event of force majeure. In this regard, force majeure includes the following events: machinery and tools breakage, transport incidents or failures or strikes, interruption or shortage of supply sources of raw materials and energy, total or partial internal or external strike of employees or employers, floods, fires, riots, prohibition or embargo of import or export, lockdown, epidemics and pandemics preventing the performance of an obligation, as well as anything outside the control of NEBF.

The existence of a force majeure case, whatever it might be, may in no case have the effect of releasing the Customer from his obligation to pay NEBF the price of the products already delivered.

11. Data protection:Any order creates an automated file on behalf of NEBF. The personal data communicated by the Customer is processed in accordance with the data protection law number 78-17 of January 6, 1978; Regulation 2016/679 on the protection of personal data of natural persons regarding the processing of personal data and on the free movement of data (“General Data Protection Regulation”) applicable from May 25, 2018; and any related regulations or instruments, as well as any other laws, regulations, regulatory requirements and codes of conduct for the protection of personal data applicable or any other legislation, regulations, rules and codes of conduct which transpose or replace the above. The collection of concerned personal data is essential for the order processing and delivery, as well as for invoicing. Failure to provide the requested personal data hinders the order completion. The Customer has the right to access, rectify, erase, oppose and limit the processing of personal data concerning the Customer, as well as the right to data portability and to define the Customer’s data management guidelines after his death. The Customer can exercise these rights by writing to the following address: dpo.fr@neb.com.

12. Export – Compliance with anti-corruption legislation: 

12.1. The Customer is obliged to comply with the export control, sanction regulations and laws including the embargoes (”Export Control Regulations“) of the Republic of France and the European Union (EU) applicable to the specific subject matter of the Contract. Although this compliance requirement applies to all Customer actions related to this Contract, this requirement is particularly applicable in the case of a Customer who is expressly authorized by NEBF to transfer products, software and/or technology received from NEBF to third parties in France and/or in any other destination country.

12.2. NEBF deliveries (“Performance of the Contract“) are subject to the proviso that Performance of the Contract does not conflict with the applicable Export Control Regulations of France and the EU. In such a case, NEBF will be entitled to refuse or withhold Performance of the Contract without any liability to the Customer. The same applies if the Performance of the Contract is contrary to other applicable international export control regulations, including but not limited to those of the United States of America (“US”).

12.3. The Customer acknowledges that the products, software and/or technology received from NEBF are also subject to additional international export and re-export control regulations, including but not limited to those of the US.  The Customer represents that where required by such laws and regulations, and where applicable, the Customer will not, directly or indirectly, without obtaining prior authorization from competent government authorities sell, export, reexport, transfer, divert, or otherwise dispose of any products, software and/or technology (including products derived from or based on such technology) received from NEBF to (a) any destination subject to a trade embargo, (b) any entity or person prohibited from receiving the products, software and/or technology subject to a similar sanctioned party restriction, including but not limited to those parties identified on the Consolidated List which can be searched at https://legacy.export.gov/csl-search; or (c) any destination for any prohibited end use, including but not limited to activities involving the development, production, use or stockpiling of nuclear, missile, or chemical or biological weapons or precursors.

12.4. The Customer will conduct its business in a manner consistent with all applicable laws and regulations relating to bribery and corruption, including but not limited to, where applicable, the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (“UKBA”), French Law number 2016-1691 of December 9, 2016 relating to transparency, the fight against corruption and the modernization of economic life, known as “Sapin 2”, the “anti-gifts” law, known as the French “DMOS” law of January 27, 1993, reinforced by the French Bertrand law of December 29, 2011, its implementing decree of May 21, 2013 known as the “Sunshine Act”, French Law number 2016-41 of January 26, 2016 on the modernization of our health system, all decrees and orders taken in accordance with these texts in force, and any other national anti-bribery rule in force in France. Without limiting the generality of the foregoing, the Customer agrees not to pay money or provide anything of value to any government official and/or anyone acting in a commercial context in violation of applicable bribery or corruption laws or regulations applicable to the Customer’s business activity.

13. General terms; Governing law and competent jurisdiction:The Customer warrants it has provided, and will continue to provide, promptly as and when necessary, accurate, up to date, and complete information, including, without limitation, billing address, delivery address, and contact details for key personnel. The Contract is governed by French law. Any dispute as to their validity, interpretation or performance will be subject to the exclusive jurisdiction of the Commercial Court of Evry, including the event of summary or expedite proceedings, warranty claims or multiple defendants.  NEBF’s exercise of any option or failure to exercise any rights hereunder will not constitute a waiver of its rights to damages for breach of contract and will not constitute a waiver of any subsequent failure, delay, or breach by the Customer. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. Headings are for convenience only and will not be used in the interpretation of these GTCs. NEBF may assign its rights and/or obligations under the Contract to any person in whole or in part. The Customer agrees to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from NEBF as a result of discussions, negotiations or other communications between the Customer and NEBF in relation to the products or the provision thereof. NEBF reserves the right to change these GTCs at any time, and such changes will go into effect as of the date of their publication on NEBF’s website. Any changes made to these GTCs will not apply to the Contract between the Customer and NEBF for any order NEBF receives before the changes are made.