General Terms and conditions of Sale

1. DEFINITIONS

“PRODUCTS”: Laboratory reagents and consumables appearing in the CRYOPEP product catalog in force.
“CRYOPEP”: The CRYOPEP company, having its registered office at 83, rue Yves Montand, 34080 Montpellier (France) seller of the Products.
“CUSTOMER”: The natural or legal person purchasing the Products.
“CONTRACT”: The contract concluded between CRYOPEP and the CUSTOMER consisting of these General Terms and Conditions of Sale and the purpose of which is to define the terms by which CRYOPEP undertakes to sell the Products to the CUSTOMER and by which the CUSTOMER undertakes to acquire the Products.

2. APPLICABLE LAW

These Terms of Sales are systematically sent or given to each CUSTOMER to enable them to place an order. Consequently, the fact of placing an order implies full and unreserved acceptance of the CUSTOMER to these GTCS, to the exclusion of any other document. These GTCS take precedence over any conditions that may appear on the CUSTOMER’s correspondence or documents.
Any additions, erasures, modifications or deletions made to these GTCS that are not endorsed by CRYOPEP are void.
No particular condition can, except formal and written acceptance of CRYOPEP, prevail over the GTCS. Any contrary condition opposed by the CUSTOMER will therefore, in the absence of express acceptance, be unenforceable against CRYOPEP, regardless of when it may have been brought to its attention.
The fact that CRYOPEP does not avail itself at a given time of any one of these GTCS cannot be interpreted as a waiver of subsequently availing itself of any of the said GTCS.
The parties designate by mutual agreement French law as the only law applicable to the contractual relations between CRYOPEP and its CUSTOMER, and this with the express exclusion of the provisions of the Vienna Convention.

3. ATTRIBUTION OF JURISDICTION

Jurisdiction is attributed to the courts of Montpellier which have sole jurisdiction, whatever the nature, cause or place of the dispute and whatever the special conditions of the sale may be, even in the case of a guarantee call or plurality of defendants. Our deliveries, our effects, our acceptances of payments do not constitute novation or exemption from this clause conferring jurisdiction.

4. ORDER

The order is only final if the order form received in the form of a letter, fax, e-mail or via an online ordering website recognized by CRYOPEP bears the particulars of the description of the products ordered, quantities, price, identification and signature of the CUSTOMER and only after acceptance of said order by CRYOPEP.
The order and the Contract only bind CRYOPEP from the date of dispatch by CRYOPEP of the Products.

5. DELIVERY TIME

The delivery times are indicated as exactly as possible but depend on the supply and transport possibilities of CRYOPEP.
Delivery time overruns cannot give rise to damages, withholding or cancellation of orders in progress. In any event, delivery on time can only take place if the buyer is up to date with his obligations towards CRYOPEP.
CRYOPEP cannot be held liable for the payment of any compensation or damages whatsoever for any delay in a delivery attributable to the carrier or to any other third party as well as in the event of force majeure and in particular in the event of strikes, social unrest. , adverse weather conditions, etc.

6. DELIVERY-SHIPMENTS

Upon receipt of each delivery, the CUSTOMER must verify the conformity between the delivery and the order.
It is the CUSTOMER’s responsibility to notify, by registered letter, to CRYOPEP as well as to the carrier who made the delivery, of any damage or loss observed on arrival, within three days of delivery of the Products, in accordance with Article L. 133-3 of the Commercial Code, and generally to exercise any recourse against the carrier.
CRYOPEP is authorized to make total or partial deliveries.
No return of product is accepted by CRYOPEP without its prior written authorization.

7. PRICES AND INVOICING

The prices of the Products appearing in the CRYOPEP CATALOG (General Tariff) are given as an indication, invoicing always being established on the basis of the prices in force on the day of shipment.
The prices are exclusive of taxes, VAT at the legal rate in addition, carriage paid and packaging for orders of an amount equal to or greater than 1,200€ HT, to be shipped to mainland France. For orders lower than this amount, a flat-rate contribution of 40€, plus VAT at the legal rate, will be invoiced for postage and packaging costs.
For all orders sent under dry ice, whatever their amount, a flat-rate contribution of 20€, VAT at the legal rate in addition, will be invoiced.
Any tax, duty or other service to be paid in application of French and Community regulations, or those of an importing country or a transit country, are the responsibility of the CUSTOMER.

8. RESPONSIBILITY

Except for direct damage caused by a defect in the safety of the Product and / or a breach of contract by CRYOPEP, CRYOPEP may in no case be held liable for any damage related to the Products or to the Contract.
The CUSTOMER certifies and acknowledges that the use of the results obtained by means of the Products falls exclusively under its full responsibility, without the responsibility of CRYOPEP being able to be sought in any way in the event of complaints, damages or losses that may arise from the use by the CUSTOMER of the results obtained by means of the Products.

9. PAYMENT DELAY PENALTIES

An invoice will be established and issued with each delivery. In the absence of an express written agreement between CRYOPEP and the CUSTOMER, the invoices issued by CRYOPEP will be payable by the CUSTOMER for their net amount and without discount within thirty (30) days of the date of delivery of the Products.
In the event of late payment, CRYOPEP may suspend all pending orders until full payment by the CLIENT of its outstanding amounts, without prejudice to any other course of action.
Any amount not paid on the due date on each invoice automatically results in the application of late payment penalties, the rate of which is equal to three times the legal interest rate, payable the day following the payment date appearing on each invoice.
In the event of late payment, in accordance with article L.441-6 of the Commercial Code and decree no.2012-1115 of October 2, 2012, the Client will be automatically liable to CRYOPEP for a lump sum compensation for recovery costs of forty euros (40€). When the recovery costs incurred are greater than this amount, CRYOPEP reserves the right to request additional compensation upon justification.

10. WARRANTY

CRYOPEP guarantees that the Products delivered comply with the specifications as stipulated in their instructions for the life of the Products delivered.
The guarantee of the Products is strictly limited to the free replacement of the Products which would be recognized by CRYOPEP as defective or unusable due to a material or manufacturing defect.
However, this warranty does not cover glass parts. It also does not extend to the consequences of any immobilization of personnel or equipment or any other direct or indirect consequence of the defect of all or part of the products. This warranty takes effect on the date of delivery of the products. The interventions carried out by CRYOPEP under this guarantee do not have the effect of extending it. The responsibility of CRYOPEP is expressly limited to the guarantee defined above and can in no case be engaged due to accidents caused to people and things. CRYOPEP is not responsible for damage caused to the CLIENT’s property used for professional purposes. In any case, the responsibility of CRYOPEP can not exceed the price paid by the CUSTOMER for the products concerned.
The warranty is withdrawn and CRYOPEP is released from any liability when the product has been transformed or modified, when the damage is due to negligence, bad storage, misuse, non-compliance with the instructions given in the manual. of use or if the CUSTOMER has not met their contractual payment obligations.

11.RESERVATION OF OWNERSHIP

It is expressly agreed that CRYOPEP retains ownership of the products that are the subject of the order, until full payment of their price in principal and interest, the delivery of bills or any other title creating an obligation to pay that does not constitute payment. CRYOPEP reserves the right either to initiate litigation as defined in paragraph 10 or to automatically terminate the sale 15 days after formal notice by registered letter with unsuccessful acknowledgment of receipt. In this case, the CUSTOMER must return the products purchased to CRYOPEP.
The risks relating to the products will be transferred to the CUSTOMER from the date of delivery to the CUSTOMER by the carrier.
In the event of legal redress of the CUSTOMER, the products covered by the order may be claimed in accordance with the provisions of the Commercial Code. Since the above-mentioned products remain the property of CRYOPEP until full payment of their price, the CUSTOMER is expressly prohibited from giving them as a guarantee or from disposing of them, in particular to resell or transform them. In the event of seizure made by third parties on these products, the CUSTOMER must immediately inform CRYOPEP.

12. CLAIMS – RETURNS

Modalities
Any possible questioning of the quality of the Products does not exempt the CUSTOMER from paying the price due on the due date. It will be up to the CUSTOMER to provide any justification as to the reality of his complaints.
Any return of Products must be the subject of a formal agreement between CRYOPEP and the CUSTOMER. Any Product returned without this agreement would be made available to the CUSTOMER and would not give rise to the establishment of a credit note. The costs and risks of return are always the responsibility of the CUSTOMER. Returned Products must be accompanied by a return slip and must be returned in full to CRYOPEP in the state in which they were delivered. Returns that do not comply with the procedure defined above will be penalized by the loss for the CUSTOMER of the free replacement of the Products or of the sums paid as down payments.
Consequences :
In the event of delivered Products duly noted as non-compliant by CRYOPEP under the conditions provided above, the CUSTOMER may obtain either the establishment of a credit note for his benefit, or the free replacement of said Products, to the exclusion of any compensation or damages.

13. TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

The brands of CRYOPEP as well as all the distinctive signs and names worn on the Products, associated media and packaging are the property of CRYOPEP or are used by CRYOPEP under license and their use is not granted to the CUSTOMER by the Contract.