General Terms and Conditions
Applicable to all deliveries in mainland France, effective from March 1st, 2021
These General Terms and Conditions (hereinafter the “GTC”) are made by the company New England Biolabs France, identified under the number 530 602 150 RCS EVRY (hereinafter “NEBF”), and are applicable to the sales of NEB products (hereinafter the “products”).
These GTCs apply to any order for products made by NEBF for its professional Customers (hereinafter the “Customer(s)”), placed from their date of entry into force, and cancel and replace all previous conditions.
Any product order implies full acceptance of these GTCs. 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.
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 (firstname.lastname@example.org), fax (0800 100 610), or 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.All orders are subject to NEBF’s acceptance and availability of the products. Confirmations of orders placed by fax or via the NEBF website must bear the mention “Confirmation – Do not duplicate”. No cancellation or modification of an order 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, shall be taken into account by NEBF in the event of an order in progress.
2. Product price: Product prices are provided for information purposes and may change at any time, subject to NEBF’s compliance with one month’s notice before the change’s effective application date. Prices do not include taxes. The applicable prices are those in force on the day of the order.
3. Delivery – Delays – Risks
3.1. Delivery within 24 hours:Orders placed by 3:45 p.m. (Monday to Thursday) are processed the same day and delivered the following day, to the Customer-indicated address. Orders placed on Friday are delivered the following Tuesday.
3.2. Standard delivery: The average delivery times are communicated after the confirmation order for information purposes only. Exceeding the indicative deadline does not entail any penalty or compensation. 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 19.50 Euros excluding tax; including shipping and packaging costs. For any order equal to or greater than 295.00 Euros (not including taxes), delivery is free. If there is an error attributable to the Customer (address or product reference), the Customer shall assume the delivery costs. In this regard, the Customer is solely responsible for the address provided when placing the order.
3.3. Splits-Restrictions: Depending on its production and delivery capacities, NEBF reserves the right to split or limit its deliveries after notifying the Customer, without any penalty being applied.
3.4. Risks – Return: NEBF assumes the delivery risk until the Customer’s receipt (signature shall be required on the delivery note). The Customer agrees to check the products’ condition upon receipt of the order and to submit whatever reservations there might be. The Customer shall inform NEBF in writing about the observed damages, within 3 (three) days of the delivery date. Otherwise, delivery shall be accepted without reservation.
The Customer shall not return any product without obtaining NEBF’s prior written consent. The concerned products return must occur within 3 (three) days after delivery and shall be at the Customer’s expense.
4 – Title Retention: NEBF retains full title over the products delivered until full payment and effective collection of the corresponding price and, if any, any late interest and penalties due. Until that date, the products delivered shall be considered as consigned, and the Customer shall bear all risks relating to damage the products concerned may suffer or cause for any reason whatsoever.
5 – Payment conditions: Invoices are payable 30 (thirty)days from the issue date, by check or wire transfer to NEBF. No discount shall 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.
Any failure to pay or late payment shall 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 ECB 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 (forty euros) lump sum compensation for recovery costs shall 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 order affected by the failure to pay or late payment, as well as for all orders in progress until full payment of the sums that the Customer remains owing to it is made, without any compensation being able to be claimed by the Customer;
• Automatically terminate the order affected by the failure to pay or late payment;
• Reclaim the products that remained their property pursuant to the retention of title clause set forth in Article 4.
6 – Guarantee, warranty exclusions and limitation of liability: NEBF guarantees that the products comply with the specifications defined in the corresponding technical documentation, website or catalogue, as applicable. NEBF’s guarantee shall not be effective if NEBF determines that the Customer altered or misused the products or failed to use or store the products in accordance with the product instructions, or if the defects to the products resulted from neglect or accident caused by the Customer. In the event of non-compliance duly notified no later than 60 (sixty) days from delivery and noted by NEBF, the latter undertakes only to replace the product concerned, free of charge.
It is specified that NEB 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 does not grant any warranty other than the foregoing on the products and NEBF cannot be held liable 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, it is expressly stated that the Customer can only claim the replacement of products whose conformity defects have been duly noted by NEBF, without being able to request either the cancellation of the sales contract or a reduction in the price, nor the award of damages, nor recovery costs.
In any event and whatever the basis of liability:
• NEBF can only be held liable in the event of proven and exclusive fault in the occurrence of the damage;
• NEBF shall in no case be held liable regarding the Customer or a third party for any direct or indirect immaterial damage, or for indirect material damage, such as in particular damage suffered as a result of interference with business, loss of client(s), loss of profits, operating loss, loss of production, loss of contracts, loss of profits, loss of brand image.
• in any event, NEBF cannot (i) be held liable for more than 3 (three) months following the occurrence of the event giving rise to it and (ii) exceeding, all causes combined, the sale price excluding taxes of the product paid by the Customer having generated its responsibility.
7 – Force majeure: NEBF cannot be held responsible for any breach of its obligations 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, interruption 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, 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.
8 – 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; Directive 95/46/CE on data protection 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 (including 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 (“GDPR”) applicable from May 25, 2018). The collection of concerned information is essential for the order processing and delivery, as well as for invoicing. Failure to provide the requested information 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: email@example.com.
9 – Intellectual property-Limited rights: The Customer acknowledges and agrees that all intellectual property rights in the products and in any NEB technology, intellectual property and know-how used to make or useful for the manufacture or use of the products shall at all times remain vested in NEB and its licensors. Unless otherwise expressly agreed in writing by NEB’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 NEB’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 NEBF products or any of their components is conveyed expressly, by implication, or by estoppel. Unless otherwise expressly agreed in writing by our authorized representative of NEB, 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 your 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 firstname.lastname@example.org.
The brands used by NEBF are registered trademarks owned by NEB and NEBF. No provision of these GTC 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 shall respect the intellectual property rights held and/or exploited by NEBF, and shall not take any action likely to infringe upon them and more generally that may affect NEBF’s interests. As soon as the Customer becomes aware of it, the Customer shall immediately inform NEBF of any infringement on the intellectual property rights held and/or exploited by NEBF.
10 – Export – Compliance with anti-corruption legislation:
10.1. 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 (FRG) and the European Union (EU) applicable to the specific subject matter of each order. Although this compliance requirement applies to all Customer orders, this requirement is particularly applicable in the case of a Customer who is expressly authorized by NEBF to transfer the products to third parties in France and in any other destination country.
10.2. NEBF deliveries (“Performance of the Order“) are subject to the proviso that performance of the order does not conflict with the applicable Export Control Regulations of France and the EU. In such a case, NEBF shall be entitled to refuse or withhold performance of the order without any liability to the Customer. The same applies if the performance of the order is contrary to other applicable international export control regulations, including but not limited to those of the United States of America (“USA”).
10.3. The Customer acknowledges that the products are also subject to additional international export and re-export control regulations, including but not limited to those of the USA. The Customer represents that where required by such laws and regulations, and where applicable, the Customer shall not, directly or indirectly, without obtaining prior authorization from competent government authorities sell, export, reexport, transfer, divert, or otherwise dispose of any products received from NEBF to (a) any destination subject to a trade embargo, (b) any entity or person prohibited from receiving the products 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.
10.4. The Customer shall 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 in violation of applicable bribery or corruption laws or regulations applicable to the Customer’s business activity.
11 – Use of products – Restrictions: The products are intended exclusively for 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 represents to test, use and market any NEBF product, as well as any article made from it, shall be 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. If NEBF products need to be repackaged, relabeled or used as raw materials or components of other products, the Customer undertakes to verify the analysis of NEBF products, to qualify said products for the intended use and to comply with all applicable government requirements.
The Customer represents and warrants that the Customer shall 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 NEBF products or conduct any reverse engineering study.
12 – Governing law and competent jurisdiction: These GTC are governed by French law. Any dispute as to their validity, interpretation or performance shall 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.