JCE BIOTECHNOLOGY General terms and conditions

(JCE GTC 2017 – Indice A)

Article 1 – Application of Terms and Conditions

All sales are subject to the General Terms and Conditions shown on our website (jcebiotechnology.com), which may also be sent out on request.
Any orders placed imply the Client’s full, unreserved acceptance of these General Terms and Conditions, to the exclusion of all other documents. No special terms and conditions shall take precedence over these General Terms and Conditions unless otherwise stated in writing by JCE.
Any terms and conditions to the contrary laid down by the Client shall therefore not be binding unless expressly accepted by JCE.
That JCE does not exercise one or more of the provisions in these General Terms and Conditions shall not be interpreted as a waiver of its right to exercise any of the provisions in these General Terms and Conditions at a later date.

Article 2 – Orders

Orders shall be submitted in writing or sent by fax or e-mail to JCE head office: Bioparc Vichy-Hauterive, rue Michel Renaud, 03270 Hauterive, France.
JCE shall confirm receipt of orders by fax, e-mail or standard letter bearing the JCE stamp.
Orders shall be neither binding nor validated with regard to content until this confirmation of receipt has been issued.
Once JCE has issued this confirmation of receipt, orders shall be deemed firm and binding.
Orders may not be cancelled. If an order is cancelled for whatever reason, the Client shall immediately pay JCE the full amount due for said order.

Article 3 – Changes to orders

The Client shall submit any changes to orders in writing, which shall not be binding until JCE has issued confirmation of receipt, specifying any relevant impact on price and lead times. Changes to orders may give rise to a new quotation.
Any changes to orders resulting from abnormal conditions of use or conditions of use not indicated in the specifications shall be subject to a new quotation.

Article 4 – Lead times

JCE does not always specify lead times. When indicated, lead times are provided as a guideline only.
JCE shall do its utmost to meet lead times based on availability and on a first-come-first-served basis.
Any lead times specified shall be as accurate as possible but shall always be subject to factors related to JCE supply and transport.
The act of exceeding lead times shall not give rise to compensation, deduction, late penalties or cancellation of orders underway. Following any changes to orders, lead times shall be modified accordingly.
JCE shall be released of its obligation to deliver in the event of force majeure such as war, riots, strikes, accidents, inability to source from suppliers, incidents related to tooling or breakage of machinery, and interruption or delays involving transport.
JCE shall inform the Client of any delays as soon as possible.
In any event, scheduled delivery may only take place once the Client has honored all obligations to JCE, irrespective of cause.

Article 5 – Transport

For any orders with a value of more than €250 (excl. VAT) sent to a mainland destination, goods shall be dispatched inclusive of shipping and packaging.
For any orders with a value of less than €250 (excl. VAT) sent to a mainland destination, an additional €49 (excl. VAT) shall be billed to cover processing and shipping costs, or €16 for any dispatch by post at the standard rate, where deemed feasible by JCE Biotechnology based on the type of product involved.
For any orders shipped beyond mainland France, goods shall be delivered EX WORKS in Hauterive (in accordance with the 2010 INCOTERMS issued by the International Chamber of Commerce); the Client shall be liable for the cost of any special packaging required, such as containers for dispatch by ship, aeroplane, truck or any other type of special packaging based on the type of product sent, with relevant sums to be defined on a case-by-case basis.
With the exception of cases in which JCE BIOTECHNOLOGY is not responsible for transport, based on the specific terms of sale or INCOTERMS, to ensure that JCE BIOTECHNOLOGY may seek compensation for any damage or partial loss by extrajudicial document
or by registered post from the carrier within three (3) days, not including holidays, in compliance with the provisions of Article L133-6 of the French Commercial Code,
JCE BIOTECHNOLOGY must be notified of any declaration of damage, damaged packaging or partial loss within the 24 hours following the date of receipt, failing which any claim against the carrier for damage or loss shall no longer be possible.
Where applicable, any reservations should be indicated on the receipt signed by the carrier, with a copy kept or photocopy made. Any visible damage should be photographed in the presence of the carrier.
Any claims for failure to deliver goods must be made within three (3) days of the invoice date.

Article 6 – Acceptance of products

Proof of delivery shall be signed by the parties following installation of the equipment or on receipt of consumables or accessories.
If the Client does not indicate any reservations on the proof of delivery, this implies final acceptance of the equipment delivered. Consumables shall be deemed accepted in the absence of any claims or reservations expressed by fax, email or post within the eight (8) days following receipt of the products.
The Client shall be liable for providing any justification as to the existence of defects or anomalies and shall provide JCE with every means possible to detect these defects and correct them. The Client shall under no circumstances attempt to conduct any repair work alone or bring in any third-party for such purposes.
Any claims shall include relevant numbers for orders, delivery notes, parts and batches, along with samples of the products in question.
JCE shall be liable for any work carried out as a result of reservations it has accepted.
The Client shall conduct any product tests and verifications required for the Product’s designated purpose.
JCE shall accept no return of goods that it has not previously authorized.
Penalties for late delivery or quality defects shall under no circumstances lead to automatic deductions.

Article 7 – Prices

7.1 – Prices

Unless otherwise stated in the specifications, provisions or agreements, product prices are set for each order in the quotation, with quotations valid for one (1) month starting from the quotation date.
JCE reserves the right to change prices with each new order.
Prices indicated on the quote are exclusive of tax and do not include costs related to transport, processing and packaging.

7.2 – Method of Payment & Payment Currency

For any order in excess of €10,000 (excl. VAT), a down payment of 30% shall be requested at the time of the order.
Unless otherwise specified in the provisions, payment in full shall be made no later than 30 days from the date of invoice.
No discounts shall be given for payment in cash.
Under no circumstances shall payments due to JCE be suspended or made subject to any form of reduction or compensation without the express written approval of JCE.
Any payment made to JCE shall be deducted from the sums due for whatever reason, starting with those with the earliest due date.
Payments shall be made in euros, unless specified otherwise in the quotation.

7.3 – Late Payment Penalties

In the event of late payment, the invoice amount exclusive of tax shall be increased by an amount equal to three (3) times the legal rate of interest in France, in compliance with Article L446-1 of the French Commercial Code.
Penalties shall be incurred if payment is made later than the date specified in the General Terms and Conditions, after the payment date indicated on the invoices and once a request for payment has been issued by JCE.
In addition, in accordance with Law No. 2012-387 of 22 March 2012 and in compliance with Article D441-5 of the French Commercial Code, any late payment shall incur a fixed penalty of €40 to cover recovery costs.

Article 8 – Aftersales Service & Maintenance

JCE shall conduct maintenance in compliance with the (preventive and/or curative) maintenance contract signed by the Client or in accordance with the services ordered by the Client on a case-by-case basis.
All parts and components required for the purpose of these maintenance services shall also be subject to a purchase order,unless otherwise specified in the maintenance contract between the two (2) parties.
Outside of the warranty period and with the exception of services and parts specified within the framework of said warranty, any request for maintenance or parts and any part or component deemed necessary by JCE in the course of providing maintenance services shall be subject to a purchase order submitted to JCE by the Client.

Article 9 – Recovering and Treating Waste Electrical & Electronic Equipment (WEEE)

In the context of these General Terms and Conditions, JCE respectfully informs any Client using the equipment sold by JCE for business purposes of its obligation to ensure the recovery and treatment of any WEEE for which it is responsible. Any costs related to such recovery operations (dismantling, transport, etc.) shall be subject to a prior personalized sales proposal from JCE, leading to a purchase order from the Client.

Article 10 – Confidentiality

The Client shall treat any information, technical specifications or concepts to which it is given access under this contract as highly confidential and shall refrain from disclosing such material to any third party.
Under the terms of this clause, the Client shall also be answerable for the actions of its employees.
However, the Client shall not be held responsible for any disclosure divulging information already in the public domain or information that was already known or obtained from a third party by legitimate means.
Similarly, JCE shall treat any information to which it is given access in executing this contract as highly confidential and shall refrain from divulging said information to any third party, either during or after execution of the contract.

Article 11 – Industrial Property

Any equipment, models, plans, specifications, assembly instructions, user manuals and other documentation supplied by JCE shall remain the property of JCE.
The Client may not claim ownership of any equipment, models, plans, specifications or other documentation and may under no circumstances use said documentation outside of the framework of
the sales contract.
The Client shall refrain from reproducing JCE products.
JCE shall retain ownership of all industrial property rights linked to executing the order, indefinitely and without geographical restriction.

Article 12 – Retention of Title

Products sold are subject to retention of title: the transfer of ownership is dependent on payment in full of the sum due at the required time by the Client, notwithstanding the transfer of risks.
In the event of failure to make payment by the due date, JCE shall reclaim possession of the goods of which it has retained title. The Client shall refrain from altering, incorporating or assembling goods that have yet to be paid for.
The Client shall keep the goods sold subject to retention of title in a manner that ensures they cannot be confused with goods of the same type sourced from other suppliers.
The Client shall be liable for any risks once the goods have been delivered, in accordance with the General Terms and Conditions of the contract and notwithstanding retention of title.
The Client shall insure the goods against any potential risks following their delivery, irrespective of ownership.
The Client shall ensure that the equipment sold subject to retention of title is kept in good condition and shall bear the cost of any repairs required if said equipment has not been paid for and needs to be returned.
Clients who fail to pay for goods shall be required to return them at their own cost and risk, on receipt of formal notice from JCE by registered letter with acknowledgement of receipt.
If JCE is forced to reclaim the goods, it shall not be required to reimburse any down payments when such sums can offset damages and interests owed by the Client (to cover the cost of recovery or restoration).

Article 13 – Responsibility, Warranty & Insurance

JCE’s responsibility is limited to repairing or simply replacing any goods acknowledged as defective, provided said goods have undergone no modifications, to the exclusion of any other form of compensation, notably that relating to costs of assembly, machining, supply delays, etc.
In the event of the need to recover debts through legal channels, JCE reserves the right to claim compensation for any costs linked to the recovery process.
Products tailored to Client specifications may be neither returned nor exchanged.
Reports and recommendations are provided for information purposes only. They do not engage the responsibility of JCE and do not represent a requirement in executing the contract.
The Client shall use the products in compliance with the latest technical documentation.

In principle, the warranty starts from the date of signature of the acceptance report (delivery, installation and qualification). However, if installation and qualification cannot be carried out within 30 days of the delivery date, the starting point for the warranty will be the delivery date, unless explicitly agreed otherwise by JCE Biotechnology.

JCE shall in no way be liable for damages resulting from errors in installation, assembly, storage or use.
JCE shall in no way be liable for damages resulting from improper use or usage that does not correspond to the specifications given in the technical documentation. Any equipment dismantled without the authorization of JCE, or which has been modified or is incomplete, shall no longer be covered by the warranty.
Consumables and wear-and-tear parts are not covered by the warranty.
When parts are made to meet Client specifications, the Client is responsible for the information provided and the suitability of the product for its intended use. JCE shall in no way be liable for products tailored to Client specifications that do not subsequently meet relevant needs. JCE may not be held liable for the design of specific products.
The Client shall be liable for inspecting products and ensuring compliance with relevant standards and specific conditions of use. JCE shall accept no returns without prior approval.
JCE shall perform its services with all reasonable due diligence.
JCE may in no way be held liable for any indirect damages suffered by the Client such as loss of earnings or operating loss.
JCE is insured in accordance with common law.
Tolerances in terms of dimensions, quantity, format and squaring shall correspond to those expected for professional usage.
Invoice quantities shall correspond to the quantities actually delivered.

Article 14 – Competent Jurisdictions

Any disputes relating to the interpretation and execution of product sales shall fall under the jurisdiction of the court in the place where JCE has its registered office.
JCE’s registered office corresponds to the address of its headquarters.
The applicable law shall be French law.