Conditions of Sale:
Article 1: Purpose
These Terms and Conditions of Sale (T&Cs) apply automatically to ANAQUANT’s commercial relations (BtoB) with each of its customers (the “Customer”) and form the sole basis for the business negotiations.
These T&Cs apply to each sale of ANAQUANT’s Readybeads® (the “Products”) to any Customer as from 1st May 2017. In this respect, they cancel and supersede all other documents of the same nature or scope whatsoever issued previously by ANAQUANT. Catalogues and, more generally, commercial documentation, are provided by ANAQUANT for information purposes only. ANAQUANT reserves the right not to satisfy any request made by the Customer which is exorbitant or which departs from these T&Cs.
The act of placing an order implies total commitment to these T&Cs.
For the purpose of the proper distribution of the Products, the Customer shall comply with the specificities of Products and set up an adequate organization.
This document may be translated for information purposes. Only the English version shall prevail between the parties.
Article 2: Orders
2.1 Order’s form
Orders have to be placed in writing either by post, email, fax, or directly on ANAQUANT’s website.
All orders shall mention:
-The reference, full name as well as the ordered quantity of the Products
-The Customer’s details (full name, address, email)
-The address for delivery and billing
-The Customer’s bank details (when ordering on the webstore).
2.2 Order’s validation
No placed order shall produce any effect, bind nor commit ANAQUANT until it is accepted by ANAQUANT. No placed order may be accepted before the complete payment of the ordered Products, as required in Article 5. The Customer is informed by ANAQUANT of the order’s validation by email. Orders shall only be definite as from such acceptance, and subject to Product availability as estimated by ANAQUANT.
Article 3: Delivery – Shipping – Claim
Subject to the availability of Products, ANAQUANT undertakes to deliver them as per the specifications in the Customer’s order.
Delivery is deemed made by delivery to the place specified contractually with the Customer in the order and pursuant to DAP (Delivered At Place – Incoterms CCI 2010).
The delivery time indicated upon confirmation of the order is provided for information purposes only and is estimated depending on the specific aspects of the order and, in particular, the country of final destination of the Products and any local constraints of any nature. ANAQUANT shall use its best efforts to comply with the delivery time, which is not a guaranteed delivery time. Therefore, ANAQUANT shall not be held liable to the Customer in case of late delivery. Late delivery of the Products shall not entitle the Customer to an award of damages and/or the payment of any penalties whatsoever.
3.3 Shipping – costs
Products are sent by post to the place of delivery specified by the Customer in the order.
The general method of shipment for each Product is provided on ANAQUANT’s website.
By derogation from DAP incoterms, the Customer shall bear the costs of shipping (including, where applicable, export fees, carriage, insurance and destination port charges) up to and including the delivery of the Products to the final destination. In addition, the Customer shall bear, where applicable, the import / duty / taxes / customs costs.
3.4 Risk transfer
The risks relating to the Products will be transferred to the Customer, upon delivery or as specified in the order. ANAQUANT shall bear all risk of loss or damage in transit. The Customer shall then ensure perfect conditions of storage and, when appropriate, of transportation for the Products from the delivery location to the final destination.
In case of loss, damage or missing Products, the Customer or its representative shall make clear and precise reservations, which shall be notified to the transporter and ANAQUANT within 3 days of the delivery date, by registered mail with confirmation of delivery.
If no reservations are expressly made in writing by the Customer, within 3 days of delivery, the Products delivered by ANAQUANT shall be deemed compliant with the order in terms of quantity and quality. The Customer shall have no further rights and remedies against the transporter and ANAQUANT on this basis.
The Products shall be verified by the Customer or the third party designated by it upon delivery. All claims, reservations or contestations related to shortages with respect to the quantity indicated on the invoice or apparent defects shall be made in writing. If these conditions are not met, ANAQUANT shall not be held liable.
Defects and deterioration of the delivered Products due to inappropriate storage conditions, namely in case of an accident of any kind, shall not lead to any warranty due by ANAQUANT. If the defect is declared, the delivered Products shall be replaced or restored as soon as possible, excluding any other right to compensation in any way whatsoever.
Article 4: Price-costs-taxes
4.1 Price and shipment costs
The prices of the Products and related shipment costs are specified on ANAQUANT’s website.
The above-mentioned prices are indicated in Euros. These prices are net and exclusive of VAT (excl. VAT). Therefore, VAT at the applicable rate on the order date shall be charged in addition to the prices as a result of applicable tax rules to the extent required by law.
4.2 Taxes and other charges
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between ANAQUANT and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced.
Article 5: Conditions of payment
Unless agreed otherwise, the Customer shall complete the order process by paying cash the shipment costs and the Products:
-either, directly by credit card on ANAQUANT’s website
-or by bank transfer to ANAQUANT’s bank account.
All orders are payable even if they are subject to claims or legal disputes.
Total or partial non-payment, on the payment date indicated on the invoice, will automatically result in, without prior notice:
-Late-payment interest at a rate of at least three times the statutory interest rate, payable as of the day following the payment date on the invoice.
-A sum of at least €40 (forty euros) shall be charged as compensation. ANAQUANT reserves the right to request the Customer to bear recovery costs, including any legal expenses and out-of-court costs upon presentation of the invoices.
In case of non-compliance with the payment schedule, the Customer risks the forfeiture of the payment periods under the agreement.
No price reduction (“escompte”) is granted for early payment.
Article 6: Customer’s use of Product
Products are intended primarily for laboratory research purpose. According to the mentions stated on the Products labels, on ANAQUANT’s website or in other documents provided to the Customer, Products are not to be used for any other purposes, including but not limited to, in vitro diagnostics purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purpose.
The Customer acknowledges that the Products have not been tested by ANAQUANT for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in ANAQUANT’s documents provided to the Customer.
The Customer expressly represents and warrants to ANAQUANT that the Customer will properly test, use, manufacture and market any Products purchased from ANAQUANT in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.
The Customer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from ANAQUANT. In addition, the Customer has the duty to warn any users and auxiliary personnel of any risks involved in using or handling the Products.
The Customer agrees to comply with instructions, if any, provided by ANAQUANT, relating to the use of the Products and to not misuse the Products in any manner. If the Products purchased from ANAQUANT are to be repackaged, relabeled or used as starting material or components of other products, the Customer shall verify ANAQUANT’s assay of the Products.
No Products purchased from ANAQUANT shall, unless otherwise stated, be considered to be foods, food supplements, drugs, medical devices or cosmetics.
Article 7: Product returns
No Product returns shall be made without ANAQUANT’s prior written consent. Product returns made on the Customer’s initiative only are not allowed. The returned Products shall be replaced or restored by ANAQUANT provided that the Customer:
-has made clear reservations to ANAQUANT, according to Article 3.4 and 3.5;
-has returned the Products within 30 days of delivery.
Article 8: Retention of title
The Customer undertakes to inform ANAQUANT of all changes regarding its situation, and especially in the event of insolvency proceedings being brought against the Customer (safeguard, receivership or compulsory liquidation). ANAQUANT shall be informed on the launching day of the proceedings so as to be able to request the restitution of the Products (or their price if they were resold by the Customer) to the extent permitted by law.
The Customer shall also immediately inform ANAQUANT of any threat, action, seizure, requisition, confiscation or any other form of administrative or legal measure which challenges its property rights on the Products.
Non-compliance with these provisions by the Customer shall result in the Customer being held liable and ANAQUANT having full rights to terminate the agreement by registered letter with confirmation of delivery, to take back the Products still in stock and to deny deliveries of pending orders.
The Products that still are in the possession of the Customer shall be deemed unpaid.
ANAQUANT shall recover those Products as compensation in proportion to the outstanding invoices and request cash payment of the payable sums that exceed the value of the recovered Products.
Article 9: Liability
9.1 Customer’s liability
The Customer agrees to indemnify and hold harmless ANAQUANT, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that ANAQUANT may sustain or incur as a result of any claim against ANAQUANT based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by the Customer, its officers, agents, employees, successors or assigns, by the Customer’s clients, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of ANAQUANT’s Products, or by reason of the Customer’s failure to perform its obligations contained herein. The Customer shall notify ANAQUANT in writing within fifteen (15) days of the Customer’s receipt of knowledge of any accident, or incident involving ANAQUANT’s Products which results in personal injury or damage to property, and the Customer shall fully cooperate with ANAQUANT in the investigation and determination of the cause of such accident and shall make available to ANAQUANT all statements, reports and tests made by the Customer or made available to the Customer by others. The furnishing of such information to ANAQUANT and any investigation by ANAQUANT of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by ANAQUANT.
9.2 ANAQUANT’s liability
To the exclusion of compensation for bodily injury, ANAQUANT’s aggregate liability is limited to compensating any harm resulting directly and exclusively from a fault by ANAQUANT. To the extent permitted by law, the amounts recovered from ANAQUANT shall not in any event exceed the purchase price (exclusive of VAT) of the Products that caused the alleged harm. ANAQUANT shall not be held liable for any intangible harm whatsoever, whether indirect or incidental.
Article 10: Force Majeure
ANAQUANT shall not be held liable if the non-performance or delay in the performance of any of its obligations described in these T&Cs is the result of force majeure. In this respect, force majeure means any unforeseeable and irresistible event beyond its control preventing either party from performing one or more of its obligations, as set out by law.
Article 11: Transfer to a third party
The Customer shall not transfer the orders and/or any agreement concluded with ANAQUANT without ANAQUANT’s prior written consent.
Article 12: Intellectual property
Products sold by ANAQUANT are subject to intellectual property rights. The sale of Products does not entail a transfer of the intellectual property rights that are attached to them.
Article 13: Confidentiality
Each party undertakes to keep confidential all information, in any form, related to themselves, their internal organizations, their commercial policies, the Products, their customers and their business, which they could have exchanged, by any means, throughout the duration of their business relationship.
Exceptions to this obligation include the documents which have to be published to ensure their enforceability or compliance with mandatory regulations.
Any party that breaches this duty of confidentiality, directly or indirectly by forcing the other party to reveal the information due to the non-performance of their own obligations, shall compensate all legitimate damages that the other party suffered as a direct or indirect consequence of this contractual violation.
Article 14: Applicable law – Jurisdiction
These T&Cs are governed by French law.
In the event of any disagreement over the interpretation or performance of the respective obligations, ANAQUANT and the Customer agree to come together to seek an amicable settlement to their dispute.
If no amicable settlement is reached, the dispute shall be subject to the exclusive jurisdiction of the Commercial Court of Paris.