CRYOLOG'S GENERAL SALES CONDITIONS
All orders made with CRYOLOG imply acceptance of the General Sales Conditions that follow and from which there is no derogation without CRYOLOG's written agreement.
1. PURPOSE
Unless specifically agreed otherwise in writing between CRYOLOG and Client, these General Sales Conditions apply to all sales, price lists, advertisements, proposals, quotations and all contracts agreed in writing, via the internet, electronically or orally between CRYOLOG (hereinafter referred to as 'CRYOLOG') and Client and to all negotiations that occur between the Parties. The application of all other general or specific sales conditions, including those of Client, is specifically excluded by CRYOLOG. These conditions become effective upon signature of an order form between the Parties.
2. Quotations
Unless specifically agreed otherwise, CRYOLOG quotations are made without being firm and can be revised at any time. Accepting a quotation indicates acceptance of these General Sales Conditions. Unless specifically stated otherwise in the offer, only written offers are valid and this for 20 days.
3. Orders
Client should describe its requirements on an order form for the Products that it wants to purchase. All orders are firm once the order form has been signed by both Client and CRYOLOG. For this purpose, CRYOLOG will use any suitable means to provide Client with a copy of the signed order form.
4. Prices
Unless specifically agreed otherwise in writing, the CRYOLOG prices shown in the price lists are purely indicative and may be changed by CRYOLOG at any time without notice. Prices are exclusive of taxes, delivery costs and insurances. Exchange rates, customs duties, insurances, transport costs and purchase prices for components of the raw material and services can lead to price adjustments at any time. CRYOLOG prices are firm for the period of validity of the proposal or quotation.
5. Delivery conditions
In the absence of any specific instructions from Client, CRYOLOG will select the means of distribution that it considers to be the best suited. Delivery is either by delivering Products directly to Client or by advising Client that Product is available or by delivery to a transporter or freight forwarder. Client renounces all right to claim against CRYOLOG in the event of loss, destruction or, generally, for any damage that occurs during transport.
6. Delivery lead time
The delivery and execution lead times are given as indications only and are not binding. They start from when CRYOLOG has accepted a normal and complete order or, when applicable, when Client has made the advance payment required with the order. The lead time is subject in all cases to Client providing the documents and information required for the good execution of the order even when this delay is neither due to Client nor the fault of CRYOLOG. Under no circumstances does failure to meet the stated deadline provide a right for Client to cancel an order or contract or claim any compensation. CRYOLOG specifically reserves the right to make partial deliveries that will constitute an equivalent number of partial sales. Under no circumstances can a partial delivery justify a refusal to pay for delivered Products. CRYOLOG is not responsible for non-delivery or late delivery. Exceeding the delivery date does not discharge Client from its obligations.
7. Responsibilities
In the event that delivered Products are damaged or the order is incomplete, incorrect or has any other conformity failure, Client should refuse the Products or accept them only against a written reserve. All claims in respect of delivered Products must be sent to CRYOLOG in writing within five working days of their reception and include the delivery note reference number. Once this period is exceeded, Products are deemed to have been fully approved by Client and no claim will be accepted. CRYOLOG's guarantee is limited to Product quality. If Client shows that this is defective, CRYOLOG's obligation is limited to replacing the defective Products irrespective of the consequence of the defects and in all cases specifically excludes any compensation payments to Client or any third party. The guarantee is subject to the delivered Products being used in accordance with CRYOLOG instructions under the normal conditions of use described in the catalogues, instructions and manuals provided to Client. Under no circumstances can CRYOLOG be held contractually or non-contractually liable for any damages caused to individuals or property arising from the delivered Products. Client must guarantee CRYOLOG against all third party claims invoking CRYOLOG's responsibility that arise as a consequence of a Product supplied by CRYOLOG under these General Sales Conditions. These conditions retain their force even when CRYOLOG staff are directly or indirectly involved for any reason whatsoever, through advising or otherwise, in searching for the Product to be used, its treatment or its use. Client can not make any claim against CRYOLOG for any reason whatsoever more than six months after the event on which it is based.
8. Prejudice
CRYOLOG's liability is limited to compensation for the direct damages suffered by Client. It is specifically agreed between the Parties that no compensation is due for indirect damages and prejudices such as commercial prejudice, lost orders, commercial difficulties of any sort, loss of profits or damage to the brand image. All third party claims against Client are indirect prejudices and consequently do not give rise to any right to claim against CRYOLOG.
Under all circumstances, the total amount of compensation that may be paid to Client for all prejudices for which CRYOLOG is liable is specifically limited to 100% of the value of the order concerned.
9. Deliveries and risks
Delivery is deemed to have occurred when Products leave CRYOLOG. Products are always transported at Client's risks and perils, even when they are sent transport-paid and Client should i) check the condition and quantity of delivered Products upon reception and, if necessary, open the packages in the presence of the transporter, ii) note any reserve in the event of damage or shortages on the delivery receipt providing as much detail as possible, iii) advise the transporter of the damage or shortages by registered letter with reception receipt within three days of receiving the Products as required by article L 133-3 of the Code de Commerce (French commercial law).
10. Force majeure
CRYOLOG's delivery and other obligations are suspended in the event of a force majeure. In this event, CRYOLOG is only obliged to deliver or execute those of its obligations that are possible. The following non-exhaustive list of events are considered to be cases of force majeure, war, mobilisation, blockades, total or partial strikes, lockouts, riots, epidemics, natural disasters, import or export bans, machine breakdowns, staff illness, fire, explosion and any causes preventing normal deliveries of raw material, fuel and supplies by suppliers, normal production, dispatch or transport and all similar events that occur where CRYOLOG, its suppliers or sub-contractors are located. If the force majeure persists for more than 2 months, the order may be cancelled by either Party with no compensation being due.
11. Claims and returns
No claims, other than those related to Product conformity, will be accepted if the Products have been handled, if Client has undertaken work or made any intervention on the Products without CRYOLOG's specific prior approval or if the claim has not been notified to CRYOLOG in writing within 5 working days of receiving the Products. In accordance with article 7, CRYOLOG reserves the right to decide whether to replace the rejected Products or refund their purchase price. (b) No Product can be returned without CRYOLOG's authorisation. Such an authorisation does not infer that CRYOLOG accepts that the returned Products are defective or non-conforming. Under all circumstances, returned Products are transported at Client's risks and perils.
12. Resale
Client can only re-sell Products under it sole and total responsibility and provided it has become the owner in accordance with the conditions contained herein. Products must be resold in their original packaging without any change. If Client resells Products, CRYOLOG's liability will never be greater than that which is specified herein.
13. Intellectual property
CRYOLOG specifically retains ownership of all intellectual property rights including patents, brands, trade names, copyright, plans, models and know-how. All intellectual property rights are and will remain CRYOLOG's property. CRYOLOG can forbid the use and/or display of its intellectual property rights.
14. Payment
(a) All monies owing to CRYOLOG are due in full within 30 days from the invoice date without discount, retained amount or compensation. (b) All invoice related claims should be sent to CRYOLOG by registered letter with reception receipt within 5 working days of the invoice being received, which is presumed to have occurred within three working days of the date indicated on the invoice, and must include the invoice date and number. After this period, the invoice is deemed to have been approved by Client and no claims will be accepted. Under no circumstances does a claim justify the suspension of payment. (c) If an invoice is not paid by its due date and also in the event that a bill of exchange is refused, a civil or judicial request for a scheme of arrangement, payment suspension or any other fact that could result in Client's insolvency, all outstanding amounts due to CRYOLOG become due for immediate payment. (d) Any invoice or payment request that is not paid by its due date will be increased without warning being required by the interest rate applied by the European Central Bank for its most recent principal refinancing operation completed before the first calendar day of the relevant 6-month period, increased by eight points (any month that has started is due). (e) In the event that payment is not made by the due date it is specifically agreed between the Parties that CRYOLOG may take back the Products that have been supplied without any notice being required. In this case, Client is liable for all compensation for losses and/or degradation to the Products and for all other reasons. (f) The failure by CRYOLOG to exercise one or more of its rights under this article does not imply renunciation by CRYOLOG of its right to exercise other rights contained in this article. (g) To make invoicing easier when there are multiple deliveries, CRYOLOG can issue consolidated invoices. (h)). (i) Creating or accepting a bill of exchange or any other negotiable instrument does not result in a novation or change from these General Sales Conditions. (j) Payment for any partial delivery is due at the due date shown on the relevant invoice and not upon delivery of the order balance. (k) CRYOLOG reserves the right to ask for an advance payment before executing an order.
15. Reserve of ownership
Products remain the property of CRYOLOG until Client has satisfied all its contractual obligations including payment of the full sales price and all associated costs (expenses, duty, compensation, interest on overdue amounts...). Until this time, CRYOLOG may take back or require the return of its Products at any moment and Client is liable for any degradation from their condition when new that has occurred to them. Client agrees to advise CRYOLOG immediately by registered letter in the event that: i) a third party seizes the Products (or some of the Products) or stakes a claim to the Products; ii) a bankruptcy request is made or a procedure for protection from creditors (even if only temporary) is started; or iii) if Client is recognised to be insolvent. In the event that there is an attempt to seize goods, Client must cease all protests against the seizure and take all measures necessary to make CRYOLOG's intellectual and industrial rights to the Products known.
16. Termination
In the event of a serious breach by either party of its obligations defined in these General Sales Conditions which has not been rectified within 30 days of notice of said breach being served by the other Party by registered letter with reception receipt, the other Party may terminate these General Sales Conditions without prejudicing their rights to all compensation that it may be due under these General Sales Conditions.
17. General
These General sales Condition may be subject to change. CRYOLOG will advise Clients of these changes by a notice on its website (http://www.cryolog.com), on invoices, by e-mail of by a written request. A condition in these General sales Conditions that is legally null or inapplicable does not reduce the force of the other conditions in any way whatsoever. This condition will be replaced by an appropriate clause.
18. Jurisdiction - applicable law
All the clauses contained in these General Sales Conditions and all operations described herein are subject to French law. The Parties will try to resolve all disputes by negotiation. In the event of a dispute or contestation as to the interpretation, execution or termination of these General Sales Conditions, exclusive jurisdiction is given to the Paris courts. This clause will apply even in the event of ex-parte procedures, incidental claim, if the defenders are several or proceedings are against a guarantor without any clause assigning jurisdiction in Client's documents being able to prevent this clause from applying. The Vienna Convention on international contracts for the sale of goods does not apply to these General Sales Conditions.