Latest amendment: January 2012
Article 1. Area of application
1.1 These general terms and conditions shall apply, without restriction nor reservation, to all the offers and sales of Products and Services (hereinafter referred to respectively as the “Product(s)” and/or “Service(s)”) of Eurogentec SA, having its registered office at LIEGE Science Park, 5 Rue Bois Saint-Jean, 4102 Seraing, Belgium (hereinafter referred to as “Eurogentec SA” or the “Seller”) as well as of all its subsidiaries and branches throughout the world, irrespective of the mode of communication used. These general terms and conditions shall apply in particular to any and all offers or orders via the Seller’s website.
1.2 All offers and sales of Products and/or Services shall be deemed executed or concluded with the Seller, even if the offer stems from - or the order is carried out by - a subsidiary or branch of Eurogentec SA. The option of a local subsidiary or branch to receive payment in accordance with articles 1.3 and 4.1 of these general terms and conditions of sale notwithstanding, the contract of sale shall be concluded with the Seller.
1.3 The rights and obligations of the Seller referred to in these general terms and conditions of sale may benefit from or be satisfied by a subsidiary or branch of the Seller.
1.4 The Seller reserves the offer and sale of its Products and Services strictly for a professional public, a natural person or a corporate body, for use exclusively for professional purposes (Business to Business), including laboratory research work (hereinafter referred to as the “Buyer”).
1.5 The fact that the Buyer orders a Product or Service offered for sale by the Seller, in any way whatsoever, shall entail that he acknowledges that he is cognisant of and accepts, without restriction or reservation, these general terms and conditions prior to the order, and that he renounces the application of his own prior or subsequent general terms and conditions.
1.6 The Seller reserves the right to amend these general terms and conditions at all times. Such amendments shall be applicable to all orders placed after their initial appearance on his website, the name of the principal domain whereof is eurogentec.com, whereby all the domain names held by the Seller, his subsidiaries and branches (first level generic domains and first level national domains) refer the user to the website www.eurogentec.com.
1.7 The Buyer is requested to keep a paper or electronic copy of the general terms and conditions for future reference.
1.8 No departure from these general terms and conditions shall bind the Seller without his prior, explicit consent in writing. Accordingly, all other terms and conditions provided on the order form or any other document from the Buyer, such as his own general terms and conditions, shall not apply. Any departure that the Seller has accepted in accordance with this article 1.8 shall be valid only for the particular order to which this departure pertains and shall not apply automatically to subsequent orders or contracts.
1.9 In the event of contradiction between these general terms and conditions and the particular terms and conditions negotiated by and between the Seller (or one of its subsidiaries and branches) and the Buyer, or granted by the Seller (or one of its subsidiaries and branches) to the Buyer (hereinafter referred to as the “particular terms and conditions of the Seller”), the particular terms and conditions of the Seller shall take precedence over these general terms and conditions.
1.10 Unless stipulated otherwise, for the purposes of these general terms and conditions, the wording “in writing” shall cover all written communication, whether by post, e-mail or fax.
Article 2. Offer and order
2.1 No verbal order by the Buyer shall be taken into consideration by the Seller unless it is confirmed by an order form in writing or by an order placed on line on the Seller’s website in compliance with the instructions mentioned on said website.
2.2 Any order placed by the Buyer shall be binding for the Seller only if and of such time as it was confirmed in writing within five (5) working days by the Seller. In the absence of confirmation in writing within the stipulated period of five (5) days, it shall be up to the Buyer to contact the Seller or the latter’s subsidiary or branch with which the offer was negotiated or the order placed.
2.3 Any order confirmed in writing by the Seller shall be legally binding for the Seller and the Buyer. No cancellation or change by the Buyer of an order confirmed in writing by the Seller will be taken into consideration.
2.4 Unless stipulated expressly otherwise in the offer of the Seller (or of one of its subsidiaries or branches), any offer made by the Seller (or one of its subsidiaries or branches) shall be valid for a maximum period of thirty (30) calendar days only.
Article 3. Price
3.1 The prices are quoted in euros, pounds sterling, US dollars or Swiss francs, exclusive of VAT. Any increase in VAT or any new tax imposed between the time that the order was placed and the time of delivery shall be borne by the Buyer.
3.2 Unless stipulated otherwise in the particular terms and conditions of the Seller, the prices shall refer only to the supply of Products and Services described in the particular terms and conditions, to the exclusion of all other works or services, and shall not include shipping and handling charges.
3.3 The Seller reserves the right to change the prices and specifications of Products and Services at all times without notice. Such changes shall be applicable to any order placed after the initial appearance of said changes on the Seller’s website.
Article 4. Payment
4.1 Invoices shall be payable at the registered office of the Seller or, if the offer or order form so specifies, at one of its subsidiaries or branches, within thirty (30) calendar days as of the date of invoice. The payment must mention clearly the references mentioned on the invoice.
4.2 The agents or representatives of the Seller, its subsidiaries or branches are not authorised to collect the amount of the invoice, unless expressly stipulated otherwise.
4.3 If an invoice is not paid on the date due, payment of all the invoices issued by the Seller to the Buyer shall become due immediately. The Seller moreover reserves the right to suspend deliveries of orders in progress (albeit already partially processed) or subsequent orders in such a case, until payment has been made in full. The Seller may require at all times that the price and shipping charges be paid prior to the delivery of Products or Services. Any offset shall be carried out only with the prior, explicit, written consent of the Seller, or after a final court decision.
4.4 Once the period of payment has expired, the Buyer shall, automatically and without prior notice, be liable for interest for late payment at the rate of twelve percent (12 %) per year, compounded daily.
4.5 Any invoice not paid when due shall moreover be increased, as of right and without notice, by a flat-rate compensation of ten percent (10 %) of the outstanding amount, by way of damages, with a minimum of forty euros (EUR 40,-), without prejudice to any other compensation which the Seller would be entitled to claim.
4.6 When the Buyer’s credit deteriorates, the Seller reserves the right, even after a partial processing of the order, to demand such guarantees from the Buyer as it shall deem suitable for the proper performance of the commitments undertaken. If the Buyer refuses to comply, the Seller shall be entitled to cancel all or part of the order.
4.7 Any complaint relating to the amounts invoiced must be lodged in writing with the Seller within fifteen (15) calendar days as of the date of the invoice, otherwise the invoice shall be considered as being irrevocably and totally accepted.
Article 5. Procedures for deliveries
5.1 Unless explicitly stipulated otherwise in the particular terms and conditions of the Seller, delivery shall be EXW – LIEGE Science Park, B-4102 Seraing, Belgium (Incoterms 2010).
Article 6. Delivery times
6.1 Unless express guarantee is given in the particular terms and conditions of the Seller, the delivery periods mentioned in said particular terms and conditions shall not be strict deadlines. The Seller may be held liable only if the delay is extensive and attributable to gross negligence on its part.
6.2 A delay in delivery shall under no circumstances lead to the cancellation of the order by the Buyer.
Article 7. Reservation of ownership
7.1 The Products and Services delivered shall remain the property of the Seller until the price has been paid in full, even in the case of transformation or incorporation of said Products into other goods. If payment is not made on the date due, the Seller may require the Products to be returned and the contract of sale to be cancelled. No collateral or other security of any nature whatsoever shall be granted on these Products. The Buyer shall notify the Seller immediately in writing of any distraint by a third party on these Products or other goods in which the Products may have been incorporated.
Article 8. Approval
8.1 The Products or Services shall be deemed to be approved by the buyer seven (7) calendar days at the latest after delivery, unless a precise and detailed complaint for non-compliance of the Products or Services is lodged by the Buyer with the Seller by registered letter prior to the expiry of this period.
8.2 The approval referred to in article 8.1 shall cover all the apparent defects, i.e. defects that the Buyer was able to detect at the time of delivery or within seven (7) calendar days that followed, by an attentive and rigorous inspection, and in particular defects relating to the characteristics and to the functioning of the Products and Services sold.
Article 9. Limitation of liability
9.1 The Seller’s liability shall be limited strictly to the replacement of the non-compliant Products or Services or to the reimbursement of their price, according to the Seller’s choice.
9.2 The Seller shall, as of delivery, assume no liability other than that provided under Article 9.1.
9.3 Accordingly, taking account of the specific nature of the Products and Services and the multiple possible applications, the Seller does not guarantee in particular that the Products and Services are adapted for the intended application, and it shall be the Buyer’s responsibility to verify and to make sure that such is the case.
9.4 To the full extent permissible under the applicable legislation, the Seller may not be held liable for damages or accidents to persons, damages to goods other than the Products or Services sold, loss of earnings or any other prejudice arising directly or indirectly from defects in the Products or Services.
9.5 The Products ordered by the Buyer which are exclusively intended for laboratory research purposes, shall correspond to the quality and safety standards in accordance with said research purposes. They shall not be used by the Buyer for other purposes such as (the list is not exhaustive) diagnostic, prophylactic, therapeutic, cosmetic, commercial ends, or as food, ingredients or medical devices. Without prejudice to the other provisions of these general terms and conditions that limit or exclude the Seller’s liability, the latter shall accept no liability if the Buyer who ordered Products intended exclusively for laboratory research, uses said Products for purposes other than for research.
Article 10. Rescission of the sale
10.1 The Seller shall be entitled to cancel the sale, as of right and without official notice, by apprising the Buyer of its intention by registered letter, in the event of serious breach on the part of the Buyer of its contractual obligations, in particular if there is a delay in payment of an invoice of more than 30 (thirty) calendar days, or if it turns out that the Buyer will not fulfil or is at serious risk of not fulfilling one of its main obligations, even before said obligation is due.
10.2 If the sale is cancelled by virtue of the previous paragraph, the Buyer shall be liable to the Seller for damages fixed at a flat rate of fifty percent (50 %) of the selling price. The Seller nonetheless reserves the right to claim higher compensation, on condition that it can provide proof of its loss.
Article 11. Applicable law
11.1 The Seller does not guarantee that the sale and/or use of its Products and/or Services, alone or in combination with other products, or during a process, does not infringe the exclusive rights of third parties.
11.2 The Seller shall remain the owner of intellectual rights of which it is the holder or applicant. In particular, the order placed by the Buyer for Products or Services, its execution and the delivery of said Products or Services ordered, shall entail no assignment or transfer of the Seller’s intellectual rights.
11.3 The Buyer shall remain the owner of intellectual rights of which it is the holder or applicant. In particular, the order placed for Products or Services by the Buyer shall not entail any assignment or transfer of the Buyer’s intellectual rights.
11.4 When the order placed by the Buyer entails that, in order to carry out the order, the Seller has to use or implement intellectual rights that are owned by the Buyer or that the Buyer claims to hold: - The Buyer shall automatically grant a licence to the Seller upon placing the order, authorising the latter to use and to implement said intellectual rights for the needs and within the limits of the execution of the order; - The Buyer shall automatically safeguard the Seller from any claim or proceedings for infringement by third parties relating to or arising out of the use or implementation of said intellectual rights and shall compensate the Seller for all (direct or indirect) damages arising out of such a claim or proceedings.
Article 12. Voidance
12.1 If any of the clauses of these general terms and conditions were, for one reason or another, to be considered null and void, illegal or inapplicable, said clause shall be replaced by a valid, legal and applicable provision that reflects as well as possible the Seller’s original intent, and the validity, legality or applicability of the other clauses shall not be affected nor reduced as a result.
Article 13. Applicable law - competent courts
13.1 These general terms and conditions and the sales of Products or Services shall be governed by Belgian law, irrespective of the Buyer’s country of residence, the place of the order and/or that of the delivery; the application of the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 being excluded.
13.2 Any dispute relating, directly or indirectly, to the existence, interpretation, performance or cancellation of the contract concluded by and between the Seller and the Buyer shall be referred exclusively to the courts and tribunals of Liège (Belgium), even in cases involving several defendants or in third party proceedings.
