General terms and conditions of sales produtcs
Last update : April 2023
ARTICLE 1. OBJECT – DEFINITIONS
The purpose of these General Terms and Conditions of Sale (the “T&C“) is to define the conditions under which the company VETOPHAGE, a simplified joint stock company located at 46 Allée d’Italie, ENS, 69007 LYON, registered in the Trade and Companies Register of LYON under number 825 352 024 and whose telephone number is 0478700541 and contact email email@example.com (“VETOPHAGE“) provides its professional clients (the “Clients“) with bacteria detection tools (the “Products“).
“Agreement” means these T&C and any Order. “Order” means any order of the Products placed by the Client with VETOPHAGE, via acceptance of the Quote. “Quote” means the quote sent by VETOPHAGE to the Client. “Documentation” means the technical documentation relating to the use of the Products, provided with the Order and available on the Site. The documentation includes the instruction manual, the explanatory video and the safety sheet. “Intellectual Property Rights” means all rights and titles relating to a patent, a design, a model, a trademark, the rights relating to a trade secret or a manufacturing secret, the economic rights of authors, as well as the right to file applications for all industrial property titles. “Site” means VETOPHAGE’s web site available via the url https://dev.vetophage.fr/. “Confidential Information” means all technical, commercial and financial information, documentation, know-how, knowledge, in any form, disclosed by the Disclosing Party to the Receiving Party, including without limitation, inventions, systems, methods, formulas, concepts, processes, know-how, trade secrets, technologies, developments, manufacturing techniques and methods, recipes, components and preparation processes, related to the Products, as well as tests, pricing, data and research. “Price” means the price of the Order.
ARTICLE 2. ACCEPTANCE OF THE T&C – ORDER
These T&C may be amended at any time by VETOPHAGE and shall prevail over any general terms and conditions of purchase or any other document of the Client, unless otherwise expressly agreed by the Parties. In the event of any conflict between these T&C and the Order, the latter shall prevail. The T&C applicable to an Order shall be those in effect on the date of the Order, accompanying the Quote. To place an Order, the Client shall contact VETOPHAGE via the contact form available on the Site. Once the request is received, VETOPHAGE shall send the Client a Quote which, once signed by the Client, shall be deemed to be an Order. The Order shall be valid only after the Quote signed by the Client has been returned to VETOPHAGE and receipt of such signed Quote has been confirmed by VETOPHAGE. Client’s Order shall be binding on Client upon receipt by VETOPHAGE. Client’s terms and conditions accompanying its Order shall not be binding on VETOPHAGE. Any modification of the Order by the Client shall be subject to VETOPHAGE’s prior acceptance and shall be made prior to shipment of the Order. VETOPHAGE reserves the right to refuse any Order in respect of which there are legitimate grounds for believing that the Client will be unable to pay the Price in full or to perform the Agreement. Such refusal shall not constitute a refusal to sell and shall not give rise to any form of compensation to the Client. VETOPHAGE reserves the right to cancel or refuse the Order in whole or in part in case of shortage of Products. In such event, VETOPHAGE shall inform the Client within a reasonable time.
ARTICLE 3. DELIVERY – RECEPTION
3.1. Delivery. Products shall be delivered to the address indicated by the Client at the time of the Order. The Client may change the delivery date and/or location before the Order is shipped. Delivery charges are included in the Price. Any additional tax, insurance or customs fees shall be at the expense of the Client. The delivery time indicated by VETOPHAGE on the Quote is given as an indication only. VETOPHAGE shall inform the Client of any delay in delivery of the Order as soon as possible. Any delay in delivery more than thirty (30) days from the date of the Order and solely attributable to VETOPHAGE shall entitle the Client to cancel the Order and receive a refund of the Price. Delivery of the Products shall only be made to the following countries: France, Germany, Austria, Netherlands, Switzerland. VETOPHAGE shall not be liable for non-delivery or damage to the Products during transport or unloading by the carrier.
3.2. Receipt of the Products. Upon receipt of the Products, it is the Client’s responsibility to check their nature, condition and conformity to the Order. If the Client finds any apparent defect in the Products, the Client shall refuse the Products and express its reservations in writing on the delivery note within two (2) working days of receipt. In the event of missing Products, VETOPHAGE shall send, at its own expense, said missing Products.
ARTICLE 4. PRICES – PAYMENT TERMS
4.1. Price. The Price is indicated in EUROS excluding taxes in the Quote and the Order. Delivery and insurance costs are included.
4.2. Payment. The Price shall be paid by bank transfer within ten (10) days of acceptance of the Order, unless special payment terms are agreed upon by the Parties.
4.3. Late payment. Any delay in payment shall automatically give rise to the payment of a fixed penalty of forty (40) euros to cover collection costs and late payment interest calculated on the amount due at the following rate: interest rate published by the European Central Bank + 10 points. Any delay or failure to pay shall entitle VETOPHAGE to suspend delivery of the relevant Order and all other Orders and/or to terminate the Agreement automatically, without prejudice to any damages.
ARTICLE 5. TRANSFER OF OWNERSHIP AND RISK
5.1. VETOPHAGE retains full ownership of the Products until full payment is received.
5.2. Unless otherwise agreed in writing, the transfer of risk shall be deemed to be ex VETOPHAGE’s warehouse in Lyon (69007), France.
ARTICLE 6. GUARANTEE – LIABILITY – INSURANCE
6.1. Warranty. VETOPHAGE’s warranty on the Products is limited to the warranty of conformity with the Documentation and the warranty against hidden defects. The Client agrees to use the Products only for the purpose described in the Documentation, at its own risk. The Products are intended for detection purposes only and may not be inoculated into humans or animals. Before placing an Order, the Client must ensure that the Products are technically and legally compatible with its use.
6.2. Liability. In the event of any lack of conformity or hidden defect in the Product, the Client shall notify VETOPHAGE as soon as it becomes aware of the defect. If the defect in the Product is recognized after a contradictory examination of the defective Product by both Parties, if necessary by referring the matter to an independent laboratory for this purpose, VETOPHAGE shall only be obliged to replace or refund the defective Product, to the exclusion of any other financial compensation for the Client. The costs of the independent laboratory intervention shall be borne by the Party responsible for the defect.
6.3. Limitation of Liability. In no event shall VETOPHAGE be liable for any direct damages resulting from results obtained with the Products or from improper use of the Products and/or use not in accordance with the Documentation. In particular and in view of the characteristics of the Product, all liability of VETOPHAGE is expressly excluded in case of contamination of the Product resulting from improper handling of the Product or any other failure or negligence of the Client. VETOPHAGE shall not be liable to the Client for any reason whatsoever for any consequential damages whatsoever, including but not limited to loss of data, loss of business, loss of sales or profits, loss of customers, loss of opportunity, loss of image or reputation.
6.4. Insurance. VETOPHAGE certifies that it has taken out all necessary insurance policies covering the financial consequences of its liability for any damage resulting from its acts or negligence in the performance of the Agreement, according to the usual standards of its profession.
ARTICLE 7 – FORCE MAJEURE
VETOPHAGE shall not be liable for any failure or delay in the performance or non-performance of any of its obligations under the Order if such failure or delay is due, directly or indirectly, to the occurrence of a force majeure event, such as accidents affecting the production or storage of the Products the total or partial stoppage of the supply of raw materials or energy, the failure of the carrier, fire, flood, machine breakdown, total or partial strike, administrative decisions, the actions of third parties, war and any external event which is likely to delay, prevent or render economically exorbitant the performance of VETOPHAGE’s obligations. Upon the occurrence of an event of force majeure, VETOPHAGE shall promptly notify the Client in writing of the occurrence of such event specifying the reasonable consequences thereof and the estimated duration of such event. VETOPHAGE shall use its best efforts to minimize the consequences of the force majeure event for the Client and to eliminate or correct the cause of the force majeure event. If, however, the force majeure event continues beyond a period of thirty (30) days, VETOPHAGE shall have the right to terminate the Agreement immediately upon receipt by the Client of written notice to that effect.
ARTICLE 8. INTELLECTUAL PROPERTY
8.1. VETOPHAGE represents that it owns the Intellectual Property Rights in the Products or that it has all the exploitation rights allowing it to manufacture and supply the Products. In order for the Client to use the Products, VETOPHAGE grants the Client, until the termination of the Agreement, a free, non-exclusive, worldwide license to use the Products. The Client shall not resell the Products and/or reverse engineer the concepts and processes of the Products for any purpose other than their simple use in accordance with the Documentation.
8.2. In view of the foregoing, if third parties claim any infringement of their Intellectual Property Rights as a result of the use of the Products, the Client shall notify VETOPHAGE in writing within five (5) working days of the Client’s knowledge of the third party’s claim. VETOPHAGE shall indemnify the Client for any direct damages arising from a third party claim to the Products, provided that: (i) the Client has provided VETOPHAGE with all information relating to such claim and (ii) the Client has allowed VETOPHAGE to intervene in the action or negotiation with such third party. In no event shall VETOPHAGE be liable to the Client for (i) any third party claims for damages relating to Products not covered by any Intellectual Property Right, or (ii) resulting from alleged or actual infringement of third party rights, or (iii) for any consequential damages whatsoever suffered by the Client.
ARTICLE 9. CONFIDENTIALITY
9.1. Each Party acknowledges the confidential nature of the Confidential Information transmitted in connection with the Agreement. The receiving Party undertakes to protect and keep strictly confidential the Confidential Information, not to disclose it to third parties and not to use it for any purpose other than the performance of the Agreement. The Receiving Party acknowledges that such Confidential Information shall in any event remain the property of the Sending Party. The Receiving Party agrees that its employees who have access to the Confidential Information shall be bound by a confidentiality agreement. The Receiving Party will ensure that its employees or subcontractors strictly comply with the above confidentiality obligation. This obligation shall be effective from the time of disclosure of the Confidential Information and for a period of ten (10) years following the termination of the Agreement.
9.2. Information shall not be subject to confidentiality if it (i) entered the public domain prior to or after transmission, but in this case in the absence of any fault attributable to the receiving Party or any of its employees; (ii) is already known to the receiving Party, which can prove it in writing; (iii) was lawfully received from a third party without restriction or breach of this Agreement; (iv) the use or transmission of which was previously authorized in writing by the transmitting Party; and (v) which was published without contravening the provisions hereof.
ARTICLE 10. TERMINATION
10.1. The Parties may terminate the Agreement at any time by written notice to the other Party and without compensation of any kind from the other Party.
10.2. Upon termination, the Client shall immediately pay all outstanding invoices issued by VETOPHAGE. Any outstanding Order shall be completed by VETOPHAGE and the Client shall pay the relevant Price.
ARTICLE 11. FIGHT AGAINST CORRUPTION
11.1. In the context of this Agreement, each Party shall perform its obligations in accordance with international regulations relating to the fight against corruption, such as the Law of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life (SAPIN II), the United Kingdom’s Bribery Act 2010, the United States’ Foreign Corrupt Practices Act, the OECD Convention on combating bribery of foreign public officials.
11.2. Failure of a Party or its representatives or affiliates to comply with this section shall be deemed a breach of this Agreement entitling the other Party to terminate immediately. If a Party is held liable due to the failure of the other Party and/or its representatives and/or affiliates to comply with this section, such defaulting Party agrees to fully indemnify and hold harmless the other Party from any loss, liability, default, damages, expenses or costs (including reasonable legal fees), which it may suffer or be subject to.
ARTICLE 12. APPLICABLE LAW – SETTLEMENT OF DISPUTES
12.1. The Agreement shall be interpreted, executed and governed by French law.
12.2 In the event of difficulties relating to the validity, interpretation, performance or non-performance of the Agreement, the Parties agree to submit to prior conciliation. In the event that conciliation fails three (3) months after the first notification sent by the most diligent Party concerning the dispute, the Parties agree to submit their dispute to the competent courts in LYON, France.
ARTICLE 13. MISCELLANEOUS PROVISIONS
13.1. The fact that a Party does not avail itself of any of its rights or of any of the provisions of the Agreement shall not be construed as a waiver of its right to avail itself of such rights at a later date.
13.2. VETOPHAGE undertakes to perform its obligations in accordance with good practice, applicable laws and regulations. VETOPHAGE warrants that its personnel are employed in accordance with applicable national legislation.
13.3. The Parties declare that they each have the rights, power and authority to perform their obligations under the Agreement.
ARTICLE 14. PERSONAL DATA