1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

L’Institut de Biotechnologies Jacques Boy manufactures and markets In Vitro Diagnostic Medical Devices (IVD) to Medical Biology Laboratories.

The purpose of these general terms and conditions of sale (hereinafter referred to as "GTC") is to define the conditions under which the sale of products, materials and accessories ("Our Products") manufactured and/or marketed by our Company ("Institut de Biotechnologies Jacques Boy" or "IBJB") to professional customers entitled to acquire the Products ("Customers") is concluded.

Any order placed with IBJB automatically implies the Customer's full and unconditional acceptance of the GTC, unless the Customer expressly denounces it by registered letter with acknowledgement of receipt, before any sale of our Products.

All other documents provided or made available by IBJB, in particular catalogs, documentation, notices, websites, are only informative and indicative.

No special condition can, except formal and written acceptance of IBJB, prevail over the GTC. In the absence of express acceptance, any document or conditions of purchase of the Customer shall remain unenforceable against IBJB even when the latter has had knowledge thereof.

2. PRODUCTS

The offers are subject to availability, as specified when the order is placed.

In case of unavailability of the Product which was the subject of an order confirmation, IBJB will inform the Customer and may offer him a Product of an equivalent quality and price or, failing that, a credit note for the amount of the order if necessary.

Orders may be subject to a unit of packaging of the Product or to a minimum order.

The description of the Products and/or illustrations, photographs are presented in the catalogs and on the IBJB website. The Customer must refer to the description of each Product in order to know its essential properties before placing an order. The information contained in the catalogs, brochures and website is given by IBJB for information purposes only and IBJB reserves the right to make any changes at any time without prior notice. IBJB reserves the right, at any time, to modify or delete, in particular for technical reasons, Products appearing in its catalogs or commercial documents.

Due to the materials used in the manufacture of the Products and their manufacturing processes, the various measurements indicated on IBJB's commercial documents are given for information purposes only and shall not give rise to any claim by the Customer, provided that any deviation observed is in accordance with the practices in force in the profession.

3. QUOTATIONS AND PRICE OFFERS

The Customer may obtain a quotation and price offer by making a request by telephone, by e-mail or by sending his request directly to the website.

Quotations and price offers binding on IBJB are sent by email.

Their validity period is specified on the document sent. If not specifically mentioned, the quotations or price offers are valid for a maximum of 3 months from the date of their issue.

4. DECLARATION AND COMMITMENTS OF THE CUSTOMER

Given the nature of the Products sold by IBJB, the Customer declares that he is entitled to use and/or market them.

The Customer expressly agrees to comply with the instructions for use of the Products and in particular the conditions of conservation and storage, and to use them with all the required know-how and by competent, authorized and trained personnel.

The Customer declares that he/she has all the skills and insurance required to acquire and use the Products.

IBJB reserves the right to interrupt deliveries and to cancel orders from Customers who do not comply with all the legislative and regulatory provisions inherent in public health law with regard to the Products sold or their use, and to take any action against them to compensate for the damage caused.
IBJB also reserves the right to request any proof of the Customer's commitments and declarations.

In the event of a recall procedure, the Customer undertakes to cooperate actively with IBJB and to respond to all IBJB requests.

5. ORDERING OF PRODUCTS, EQUIPMENT AND ACCESSORIES

Due to the nature of the Products sold, any order is deemed to be accepted only after IBJB has checked the state of available stocks and after verification of the information given by the Customer concerning his professional activity.

Any order must be the subject of an order form signed by the Customer, communicated to IBJB by fax, e-mail or post. The order form must mention the reference, the quantity, the place of delivery if it is different from the place of invoicing, the VAT identification number, the desired delivery times.

It is the Customer's responsibility to provide IBJB with all the necessary information so that IBJB can advise the Customer within its competence on the conditions of use of the Products and the equipment.

Any order placed by a Customer shall only become final if IBJB does not contest it within a maximum of 14 days following its receipt. If the order is not contested within this period, it will be considered accepted and the sale will be considered definitively formed.

IBJB reserves the right to cancel or refuse any order from a Customer with whom there is a dispute, in particular regarding payment, concerning a previous order, after having notified the Customer in writing, without this giving the Customer the right to claim any damages of any kind.

The orders transmitted are irrevocable for the Customer, unless accepted in writing by IBJB. Any modification (composition, volume, schedule) shall be made in writing (e-mail, fax or mail) at the latest 2 weeks before the delivery date concerned. Any order, modification or cancellation will be confirmed by e-mail by IBJB.

6. SUBSCRIPTIONS

Subscription is recommended for certain Products, due to conservation or manufacturing planning constraints.

The Products concerned are shipped regularly, on dates agreed between the parties. The subscription is taken out at any time of the year, for a period of one year from the first delivery. The subscription is tacitly renewed for identical periods, unless the Customer gives notice of termination by e-mail or letter at least one month before the anniversary date (effective date).

Only one order form (subscription form) will be drawn up for each subscription.

By subscription, we mean any order concerning our Products that is subject to scheduled deliveries according to the schedule proposed and accepted by both Parties.

7. PRICES

The prices appearing on IBJB's commercial documents are given only as an indication and without any guarantee of duration. IBJB reserves the right to modify the price of its Products at any time, it being specified that in the event of a price variation, the applicable price will be that in force on the day the order is received.

The prices indicated by IBJB are, unless otherwise specified, in Euros, exclusive of VAT and will normally be charged with VAT and deductible by the Customer at the rate in force at the time of invoicing. Unless otherwise specified, the prices of the Products are exclusive of all taxes, exclusive of packaging costs and delivered ex IBJB's warehouse. All taxes and duties are to be paid by the Customer.

Delivery and logistics costs are mentioned in the quotations/price offers.

All modifications, either in rates, or in nature, of fiscal taxes, rights and contributions, to which the sales are subjected are, as of their legal date of application, reflected on the indicated prices, as well as on the orders in progress.

Finally, in the event of an increase in supply costs (energy, packaging, raw materials, transport), IBJB reserves the express possibility of modifying its prices, particularly with regard to orders in progress, of which the Customer declares that he is perfectly informed and expressly accepts. IBJB undertakes to inform the Customer as soon as possible.

8. INVOICING - PAYMENT METHODS

The delivery of the Products triggers the invoicing. Unless otherwise agreed, the price is payable within 30 days of the end of the month, by check or bank transfer to the following address:

• CIC (France)   IBAN: FR76 3008 7337 8000 0196 0830 138 - BIC-SWIFT ADRESS: CMCIFRPP
• SG (Export)   IBAN: FR76 3000 3036 2400 0200 0163 674 - BIC-SWIFT ADRESS: SOGEFRPP

Address of the Factor :

• CMCI (France)   IBAN: FR76 1197 8000 0101 3312 1707 074 - BIC-SWIFT ADRESS: CMCIFRPP
• CMCI (Export)   IBAN: FR76 1197 8000 0101 3676 1707 055 - BIC-SWIFT ADRESS: CMCIFRPP

For some orders of Products, IBJB may ask for a deposit of 30% of the price before tax when the order is taken.

In the event of deterioration of the Customer's credit or in the event that his financial situation presents a risk for the collection of his debts, or if the order comes from a Customer who has not fulfilled all his obligations resulting from previous orders, or in the event that the outstanding amounts covered by the insurers are exceeded, IBJB reserves the right to demand payment before delivery or to demand any guarantees of payment that it considers necessary. If such guarantees cannot be obtained, for any reason whatsoever, IBJB reserves the right not to honour orders and/or to cancel orders in progress.

The Customer shall refrain from offsetting the payment of the sums due, as payment by offsetting shall be deemed to be a default of payment.

Unless otherwise agreed with the Customer, no discount is granted in case of early payment. Any delay in payment shall automatically give rise to the invoicing of a fixed indemnity for collection costs in the amount of 40 euros.

In the event of late payment in whole or in part, a late payment penalty will also be applied by operation of law, payable on the day following the date of payment shown on the invoice at the current ECB rate plus 10 points. This penalty will be based on the totality of the price not paid on the due date and will run until the date of perfect payment of the price in principal, expenses and accessories. Any due date not respected entails by right, the payment by the Customer of a penalty equal to 15% of the amount of the sums remaining due.

In the event of non-payment of the invoices and/or the current subscription, IBJB reserves the right to suspend any delivery.

In the event that payment is provided for by a documentary credit or is guaranteed by a standby letter of credit or any other type of security, the order will only be executed upon receipt of notification of the opening of an operational documentary credit without special conditions or the issuance of a standby letter of credit, a surety or a guarantee, as the case may be.

9. SHIPMENT AND COLLECTION OF PRODUCTS

Unless otherwise specified, the Products travel at the risk of the recipient and his carrier in accordance with the EX-WORKS REIMS Incoterm (CCI 2020).

The Customer undertakes to check the conformity of the Products delivered in relation to the order (in number and quality) when the Products are delivered.

In the event of damage, delays, missing items, it is the responsibility of the Customer/consignee to record the regular protests and reservations with the carrier, on the reception document that he must sign, have countersigned by the carrier or his driver, date and confirm by registered letter within 3 days. IBJB must be informed of these transport damages and the Customer shall send a copy of the claim addressed to the carrier to IBJB within the same period.

In any case, the Customer shall formally refrain from delaying the payment of the sums due to IBJB or deducting from these sums any costs, penalties or compensation for delay, due to late delivery or pending claims.

10. DELIVERY TIMES AND CONDITIONS

From Monday to Thursday, for products in stock and destined for France, any order placed before 3pm is entrusted to the carrier the same day.

For orders to countries outside France, the delivery time will be specified by IBJB on a case by case basis.

It is reminded that IBJB makes every effort to respect the delivery times announced. However, IBJB remains dependent on many external factors that may delay or prevent delivery.

Consequently, any delay in delivery may not under any circumstances constitute grounds for cancellation of the order or refusal of delivery and may only give rise to the payment by IBJB of compensation calculated on the basis of the real, direct and justified damage suffered by the Customer as a result of the delay in delivery, which may only be due after 15 days of delay and is capped at 2% of the amount of the order or the part of the order delivered late, to the exclusion of all other damages, penalties for delay, indemnities or costs.

Any dispute must be sent to IBJB within 3 working days of receipt. If there is a possibility, at the request of the Customer, to reduce the delivery time or to implement more precise temperature conditions or temperature monitoring, an additional charge will be applied.

11. TRANSFER OF RISK

As soon as the Products leave our warehouse, the Customer alone assumes all risks that the Products may undergo or be likely to cause. Consequently, the Customer undertakes to take out insurance covering all these risks.

12. WARRANTY

All delivered Products benefit from the legal guarantees, allowing the Customer to return them in case of proven defect or non-conformity with the order.

Any complaint concerning a defect not apparent in the Product must be transmitted to IBJB within 48 hours of its discovery.

In any case, in the event of a complaint by the Customer, the latter must send a written complaint to IBJB, providing all evidence of the reality of the defects (photographs, precise description, batch number, etc.) so that IBJB can verify their validity.

The Customer shall also allow IBJB or its representative to proceed to the observation of the alleged defects.

In any case, IBJB's guarantee is limited to the free replacement of the Products or, failing that, to the reimbursement of the Products.

Any claim made by the Customer under the conditions and according to the methods described in this article shall not suspend the Customer's obligation to pay the sums due to IBJB.

It is expressly reminded that:

• No warranty is due for a specific use of the Products if it has not been defined by the Parties,
• No warranty is given in case of wear and tear or abnormal use of the Products and in particular in case of use not in conformity with their destination, deterioration resulting from accident, external event, fortuitous event or force majeure, negligence, unsuitable storage, lack of supervision
• No guarantee is due as to the conformity of the Products in the countries of use of the latter

Likewise, IBJB shall not be held liable, for any reason and for any damage whatsoever, resulting from any treatment, use or intervention on the Products that does not comply with the instructions and documentation accompanying the Products.

13. LIABILITY

In the event that IBJB's responsibility is called into question and that no physical damage has been caused, IBJB's responsibility is limited to the amount of the order and to direct damage. IBJB is not responsible for indirect damages such as operating losses, loss of image, etc. caused to third parties.

14. RETENTION OF TITLE

IBJB reserves the ownership of the delivered Products, until full payment of the price in principal, expenses and accessories. The Customer, who has custody of the products not fully paid for, undertakes to keep them in perfect condition, to inform IBJB of the place where they are delivered and to keep them at its disposal. The Customer undertakes to allow the identification and reclamation of the Products at any time, it being specified that the Products in stock at the Customer's premises are irrevocably deemed to be the unpaid Products.

The Customer shall refrain from pledging or transferring as security the ownership of Products that have not been fully paid for.

The Customer shall insure the Products against all risks, with a solvent insurance company, and shall inform the latter that in the event of a claim, IBJB shall be subrogated in its claim in all rights that the insured may have vis-à-vis the insurer.

To this end, the Customer hereby transfers all possible indemnities to IBJB and gives it all powers to serve this subrogation if necessary and to collect the amount of the indemnity.

The present retention of title clause is applicable in the event of receivership or liquidation and in these cases, the Products may be claimed within the time limits set by law.

IBJB authorises the Customer, within the framework of the operation of its business, to resell the Products covered by this clause. In this case, the Customer shall formally refrain from transferring to anyone, except IBJB, his claim on the sub-purchaser until the price has been paid in full. In the event of resale, the Customer undertakes to pay the sums due to IBJB as soon as payment is made by his own Customer. This resale authorisation shall lapse in the event that the Customer ceases to pay.

15. INTELLECTUAL PROPERTY

All the catalogs and website and each of the elements that make them up are the exclusive property of IBJB. The Customer shall not use the trademarks, trade names, logos, graphic representations and descriptions relating to the Products for the purpose of promoting or advertising the Products without the express prior consent of IBJB.

16. USE OF PERSONAL DATA

For the purposes of this article, the terms "personal data", "process", "processing", "controller", "recipient", "processor", "transfer" and "transfer" have the same meaning as given to them in the European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the "GDPR").

In the context of orders placed in accordance with these GTCs, the Parties undertake to comply with French and European regulations relating to the protection of personal data.

Each of the Parties may collect certain personal data relating to the employees of the other Party, in particular for the purposes of implementing and managing the contractual relationship between the Parties.

This personal data will only be processed or used insofar as this is necessary for the implementation and management of the contractual relationship between the Parties, and/or to meet a legal and/or regulatory obligation of the Parties, and will be kept for the time necessary to implement these purposes.

This data may in this respect allow:

• To follow and manage the commercial relationship between the Customer and IBJB, allowing IBJB for example to easily contact the Customer to advise him, to inform him about any order, or to ensure the follow-up of the Products, to have the coordinates of the person in charge of receiving deliveries, in particular for the purposes of follow-up of the parcel;
• To answer the solicitations and requests of the Customer;
• To inform the Customer about news and important information concerning IBJB's Products and services;
• To carry out statistical processing on the basis of anonymised information.

In accordance with the applicable legal and regulatory provisions, each employee concerned has the right to access, rectify, portability and deletion of his or her data or to limit the processing. They may also, for legitimate reasons, object to the processing of data concerning them. Each employee concerned may exercise his/her rights with the representative of the other Party.

17. CONFIDENTIALITY

The Customer undertakes throughout the duration of the business relationship and without limitation after its expiration:

• To keep information concerning the Products, intellectual property rights, know-how and commercial and pricing data, as well as commercial management, know-how, production techniques and any information communicated or to which it may have had access within the framework of the business relationship (hereinafter "Confidential Information") strictly secret and to protect such Confidential Information from any disclosure to a third party using the same precautions as it implements to protect its own confidential information;
• To communicate or disclose the Confidential Information only to members of its staff and/or the staff of its Subsidiaries who have a need to know it subject to the latter undertaking to comply with these confidentiality obligations;
• Not to disclose or allow to be disclosed, directly or indirectly, the Confidential Information to any third party or to any persons other than those mentioned above;
• To not copy, reproduce, duplicate the Confidential Information, in whole or in part, for its own purposes, where such copies, reproductions or duplications have not been authorized by the Supplier;
• To use the Confidential Information solely for the purpose of performing its contractual obligations.

The Customer undertakes that each of its employees and/or non-salaried collaborators and/or subcontractors and more generally members of its Personnel involved in the implementation of the business relationship, shall be subject to an obligation of confidentiality ensuring a level of protection at least as high as that of this confidentiality undertaking. In any event, the Customer shall be liable to IBJB for compliance with these undertakings by its employees and/or self-employed collaborators and/or subcontractors and more generally by members of its Staff.

18. FORCE MAJEURE

IBJB may be released from all or part of its obligations without being entitled to claim damages if fortuitous events or force majeure occur that prevent or delay either the production or delivery of the Products.

The following are considered to be cases of force majeure abnormal weather conditions, fires, embargoes, floods, storms, serious accidents involving equipment or tools, mobilization, war, epidemics, pandemics, major health crises, active circulation of a virus, the implementation of measures recommended by administrative bodies in the context of a health crisis administrative closures, transport interruptions/delays, shortage of raw materials, modification of laws or customs regulations inherent to the Products, strikes, whether these events have total or partial consequences on the activity of IBJB or its suppliers and/or subcontractors and more generally, any cause beyond the control of IBJB.

In the event of a case of force majeure, IBJB undertakes to inform the Customer in writing as soon as possible.

The contract between IBJB and the Customer shall then be suspended by operation of law without compensation of any kind from the date of occurrence of the event to the date of its termination.

19. MISCELLANEOUS PROVISIONS

If any provision of the GTC is held to be invalid or unenforceable in any manner and for any reason, this shall not affect the validity of the remaining provisions of these GTC and the parties shall consult with each other in order to replace the invalid or unenforceable provision with another provision having the closest possible economic effect.

The failure of IBJB to exercise, in whole or in part, any right, power or privilege conferred upon it under the GTC shall not be deemed to constitute a waiver of such right, power or privilege, which may be exercised at any time.

In the event of a change in circumstances unforeseeable at the time of the conclusion of the contract, the Party that has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its co-contractor.

20. SETTLEMENT OF DISPUTES

By express agreement between the parties, the GTC or any orders placed with IBJB are governed by and subject to French law to the exclusion of the Vienna Convention on the International Sale of Goods.

In the event of a dispute concerning these GTC or any orders placed, the Parties shall endeavour, in good faith, to resolve the dispute amicably within fifteen (15) days of notification of the existence of a dispute by one of the Parties to the other.

It is expressly agreed that the courts of Reims (51 - France) shall have exclusive jurisdiction over all disputes arising between the parties in connection with their commercial relations, regardless of the place of delivery, the method of payment accepted, whether the action is on the merits or in summary proceedings, and even in the event of a warranty claim or multiple defendants.

As an exception, any disputes that may arise concerning the validity, interpretation, execution or non-execution, interruption or termination of commercial relations with a customer whose registered office is based outside the European Union, shall be subject to the mediation rules and, in the event of failure of the latter, to the arbitration rules of the CMAP (Centre de Médiation et d'Arbitrage de Paris - près la Chambre de Commerce et d'Industrie Paris-Île de France), to which the parties declare that they adhere.

The general terms and conditions of sale are executed in French and English, with the same binding force. In case of discrepancy between the versions, the French version shall prevail.

21. TO CONTACT THE SALES DEPARTMENT

The sales department can be reached from Monday to Thursday from 8:30 am to 12:00 am and from 1:00 pm to 5:00 pm (4:00 pm on Friday).

• Phone : +33 (0)3 26 79 72 72 - Fax : +33 (0)3 26 79 72 73
• Mail : This email address is being protected from spambots. You need JavaScript enabled to view it. / This email address is being protected from spambots. You need JavaScript enabled to view it.
• Website : www.ibjb.fr
• Address : 4, allée Albert Caquot - 51100 REIMS - France