SALES TERMS AND CONDITIONS
Applicable to all deliveries in France Metropolitan (from January, 1st 2016)
These terms and conditions of sale (TCS) are entered into by the Company, New England Biolabs France (“NEBF”) and are applicable to the sale of New England Biolabs Inc. (“NEB”) products (hereafter « the product(s) »). These TCS shall apply to all orders placed as from the above mentioned date of application and shall supersede the previous terms and conditions. Any product order denotes full acceptance of these TCS. The product sale under non- standard packaging (in bulk or in a conditioning unit) shall be governed by specific terms and conditions of sale (Terms and Conditions of Sale for OEM or Bulk version Products), available on NEBF’s website (www.www.neb-online.fr).
Orders: Orders shall be fulfilled by NEBF within the limit of available stocks and according to incoming orders. Orders may be placed via the NEBF’s website (www.www.neb-online.fr), by e-mail, fax, or mail, at the following address: New England Biolabs France (NEBF) Genopole Campus 1 5 Henri Desbruères Bâtiment 6 91030 Evry cedex Tel: 0800 100 632 – Fax: 0800 100 610 Email: firstname.lastname@example.org Orders placed by the customer are binding on the customer. Order cancellation or modification by the customer is not allowed unless NEBF provides its prior written express agreement.
Product price: Product price, quantity and availability are given for informational purposes only and may change at the discretion of NEBF. Prices do not include taxes. Applicable prices will be those in effect on the date of order. Any order placed to NEBF implies the customer’s full acceptance of the conditions applicable on the same day. This means that the customer expressly waives the purchase conditions or any other commercial document, unless NEBF provides its prior and expressed approval.
24-hours delivery of products in storage: Provided that the products ordered are actually available on the date the order is placed, orders accepted by NEBF before 3: 45pm CET (Monday to Thursday) shall be processed on the same day and should be delivered the day after at the address indicated by the customer. Orders confirmed on Friday should be delivered on the next Tuesday.
Delivery: Average supplier’s delivery times are given on an indicative basis after order confirmation. Expiry of the indicative deadline does not imply any penalty or indemnification. For optimal dispatch conditions, NEBF shall use specific isotherm packaging ensuring the appropriate temperature needed by the products during transport. The delivery costs for any delivery in Metropolitan France amount to € 19.50, including dispatch and packaging expenses. Delivery will be free of charge for any order equivalent to or above € 295.00. NEBF shall cover the delivery risks until receipt of the order by the customer (compulsory signature of the delivery order). The customer shall pay the delivery costs in case of an unjustified absence. The customer shall check the products on receipt of order and express any reservation according to article L. 133-3 of the Commercial Code, i.e. within 3 (three) days after the products receipt. The customer shall make a written statement to NEBF about any damages noticed. Failing to do so, delivery shall be accepted without reservation. The customer will have to provide evidence on the alleged defects and NEBF will replace free of charge the products delivered by new products identical to the order, or, NEBF may choose to reimburse the customer for the products but without any indemnification or damages.
Ownership reserve: NEBF retains full ownership of the products delivered until complete and effective payment of the relevant price, interests and late payment penalties, if any. Until this date, products delivered shall be considered as registered, and the customer shall bear all risks regarding damages suffered or caused for any reason whatsoever.
Payment Conditions: Invoices are payable within 30 (thirty) days from the invoice date of issue. Any default of payment or late payment shall automatically and without prior notice result in the payment of a late interest equal to the BCE rate relating to its most recent refinancing operation, increased by 10 (ten) points, without prejudice for NEBF to change its payment time limit with the defaulting customer, or cancel any order not delivered or being delivered. A flat-rate compensation for recovery costs amounting to 40 € shall also be paid without notification. Payment is made when the sum invoiced is credited on NEBF bank account. NEBF reserves the right to request a prepayment before dispatch of products. For export customers, orders shall be paid before dispatch of the products.
Guarantee, Guarantee limitation, and limitation of liability: Unless a different written guarantee is indicated in the product documentation, NEBF shall guarantee the compliance of its products with the specifications defined in the relevant technical documentation for a duration equal to the longest period of the following durations : until the expiry date of the products if indicated or, if it may be, during the number of use of each product or during three (3) months after the products date of receipt. In case of duly notified non-compliance during the abovementioned periods being acknowledged by NEBF, NEBF undertakes to replace the related product free of charge. It shall be noted that NEB products shall only be handled by a duly qualified laboratory staff with regard to applicable standards and good practices and regulations in force. NEBF provides no other guarantee, but only the aforementioned guarantee on the products and the legal guarantee. NEBF shall not be held liable for any risk or damage arising directly or indirectly from the use of NEB products or their compliance with the customer’s needs.
In any case and regardless of the basis of liability:
– NEBF’s liability shall only arise in case of exclusive fault established as a consequence of the occurrence of damage;
– NEBF shall in any case not be held liable towards the customer of any indirect damage such as prejudice or business disturbance, loss of customers, loss of profit, loss of brand image, etc.;
– In any case, NEBF’s liability cannot (i) arise over 3 (three) months after the occurrence of the chargeable event and (ii) exceed the price without taxes of the product having incurred its liability.
Force majeure: NEBF shall not be held liable if it fails to fulfill its obligations due to a force majeure event. In this respect, force majeure includes namely the following events: machinery and tools breakdown, transport incident or failure, interruption of raw material and energetic provisioning sources, internal or external or partial strike of the employees or employers, floods, fire, riots, import or export bans or embargos as well as any cause reasonably beyond the control of NEBF.
Data Protection: Any order placed gives rise to the creation of an automated data file according to the provisions of the « Data Protection » law dated 6 January 1978 on behalf of NEBF. The collection of related information is necessary to the processing and delivery of orders and invoicing. The absence of data regarding information requested prevents the order confirmation. The customer has a right of access and rectification of personal data at the following address: email@example.com
Information for any customer/buyer/user: The hereby provisions may not be interpreted as a recommendation contrary to the rights of third parties or any legal or regulatory provision. The user shall ensure compliance of the equipment and/or procedure with a special application, and take all appropriate measures to this end.
Copyrights and Brands: The brands used by NEBF are trademarks owned by NEBF. The provisions of these CGV shall not be interpreted as a transfer of intellectual property on these signs in favor of the customer.
NEW ENGLAND BIOLABS® (Name) NEW ENGLAND BIOLABS & BUTTERFLY DEVICE®
9¡Nmª, Deep VentRª, GPSª, HiScribeª, IMPACTª, LITMUSª, NEBlot¨, Peptide-Carrierª, Ph.D.ª, pMALª, polyA Spinª, PreCRª, ProtoScriptª, Quick Bluntingª, Quick Ligationª, Quick-Loadª, REBASE¨, ShortCut¨, Therminatorª, Time-Saverª, Transprimerª, TransPassª, TriDyeª, USERª and VentR¨ are trademarks of New England Biolabs, Inc. or its subsidiaries which may be registered in some jurisdictions.Adobe Acrobat¨ is a trademark of Adobe Systems, Inc. CDP-Star¨ is a registered trademark of Tropix, Inc. DNA Engine Opticon¨ is a registered trademark of Bio-Rad Laboratories, Inc. DyNAmoª,DyNAzymeª and Phusionª are trademarks of FinnzymesOy. Genenaseª I is a trademark of Genencor International Inc. LightCyclerª is a trademark of a member of the Roche Group. Lumigen-PPD¨ is a registered trademark of Lumigen, Inc. Milli-Qª is a trademark of Millipore, Inc. Pharmazymeª is a trademark of PPD, Inc. Phototope¨ is a registered trademark of Cell Signaling Technologies. ProbeLibraryª is a trademark of Exiqon A/S. Qiagenª and QiaQuickª are trademarks of Qiagen, Inc. RheoSwitch¨ is a registered trademark of RheoGene, Inc. ROXª is a trademark of Applera Corporation or its subsidiaries in the US and certain other countries. SYBR¨ is a registered trademark of Molecular Probes, Inc. TaqMan¨ is a registered trademark of Roche Molecular Systems, Inc. Wizardª and RNAsinª are trademarks of Promega Corporation.
Licenses/Patents/Waiver: For NEB Polymerases: Some applications in which these products may be used, can be protected by patents delivered by and effective in the United States or other countries. Insofar as the purchase of these products does not include a license for any kind of patented invention, the users of these products could be obliged to obtain a license for a patent regarding the specific applications of the product used. For Polymerases Finnzymes & DyNAzyme products:* license notice PCR : these products are offered for sale according to agreements between Finnzymes Oy and F. Hoffman-La Roche LTD, Roche Molecular Systems, Inc. and Applied Biosystems. The purchase of these products is combined with a limited license for their use in Chain Reaction by Polymerase (PCR) processes combined with a thermocycler, the use of which in the PCR automatic execution process is covered by a royalty paid in advance either to Applied Biosystems or as purchased, i.e. an authorized thermocycler. 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 will at all times remain vested in NEB and its licensors. Unless otherwise expressly agreed in writing by our authorized representative, your purchase of the products only grants you a limited, non-transferable right to use the quantity of the products that you have purchased from us for your internal research purposes only, and in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in our 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 our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless otherwise expressly agreed in writing by our authorized representative, we provide no rights to use our 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 your responsibility to determine whether you may be required to obtain any additional or third party intellectual property rights depending upon the particular application in which you use the product. If you need commercial use rights to our products (including the right to perform fee-for-services), please contact NEB’s Global Business Development department at firstname.lastname@example.org.
Export: The customer acknowledges that the products shall be subject to applicable laws regarding imports and exports. The customer represents and warrants that the customer shall refrain directly or indirectly from:
– (a) Selling, exporting, re-exporting transferring, misusing or assigning in any way any product, software or technology (including derived products or products based on a new technology) received from NEBF to such destination, entity, or person subject to a ban according to the laws in force ;
– (b) Using products intended for a prohibited use by laws and regulations in force without prior authorization of relevant government authorities according to these laws and regulations.
Applicable law and jurisdiction: These TCS are governed by French law. Any dispute regarding their validity, interpretation or execution shall be settled exclusively by the Commercial Court of Evry, including summary judgments, guarantee call or plurality of defendants.
d applicable in the United States and certain other countries. Because purchase of this product does not include a license to perform any patented application, users of this product may be required to obtain a patent license depending upon the particular application in which the product is used.