General conditions of sale and provision of services
In the following document, the company @rtMolecule will be referred to as "the service provider".
Clause 1 - Application of the general conditions of sale and of provision of services – Binding nature of the general conditions of sale and of provision of services - modification
The present general conditions (CGVP) apply exclusively to any sale or services provided by the service provider to professional clients. In consequence, the fact of placing an order implies that the client accepts these CGVP entirely and unreservedly. This excludes any other documents issued by the service provider, which are for information purposes only unless particular conditions are stated on the reverse of this document. Therefore no condition to the contrary proposed by the client will be binding on the service provider unless he expressly accepts it, whenever it is brought to his attention. If at a given moment the service provider does not take advantage of one of these CGVPs, this must not be interpreted as waiving the right to take advantage of any of the conditions later. The service provider reserves the right to amend the present general conditions at any time.
Clause 2 – Orders
All orders from clients must be made in writing or by means of electronic communication (fax, e-mail, etc.) approved and confirmed in writing by the service provider. If the client has asked for an estimate, this must be returned dated and signed for the order to be accepted. The time cited for providing the goods or services runs from the date of receipt of the estimate. However, given the individual nature of orders, the service provider undertakes to do everything possible to meet the request, but he cannot guarantee success in devising and manufacturing the product. If he fails in the attempt, both parties will be released from their reciprocal obligations without any compensation.
Clause 3 - Prices
Prices given are nett, carriage paid, in euros excluding tax, on the basis of the prices quoted to the client at the time of order. Any taxes, duties, or other charges to be paid under French regulations, or those of the importing country or a country of transit, are the responsibility of the service provider.
Clause 4 - Payment
The payment must be made by the client, within thirty (30) days from the date of receipt of the products, at the latest.
Payment must be made by cheque, banker’s draft or bank or postal transfer. No deduction will be applied if the account is paid in advance, unless otherwise stated on the front of the present document. If payment is late, the service provider may suspend any current orders, without prejudice to any other course of action. Any invoice unpaid at the due date is subject to interest, automatically and without prior notice, at an annual rate three times the legal rate of interest, calculated per moth or part month. In the event of default of payment, forty-eight hours after formal notice has no effect, the sale will be cancelled automatically if the service provider sees fit. He may then ask a court to order the return of the products, without prejudice to any other damages. In the case of payment by commercial paper, failure to return the paper will be considered as a non-acceptance equivalent to default of payment. Likewise, if the payment is by instalments, non-payment of any one instalment will lead to the totality of the debt being immediately payable, without formal notice. In all of these cases, any money that may be owing for other deliveries, or for any other cause, will become immediately payable if the service provider does not opt to cancel the orders. The purchaser shall refund all the costs incurred by going to law for sums due, including the fees of legal professionals.
In accordance with article L441-6 of the Commercial Code, any late payment will seem so good provider, and from the first day of delay:
- Ti the application of a lump sum for costs recovery of an amount of € 40 (European Directive 2011/7 of 16 february 2011, law 2012-387 of 22 march 2012, and decree 2012-1115 of october 2, 2012) ;
- When recovery costs exceed the amount of the lump sum, additional compensation on justification.
Clause 5 - Regulations – Safety and handling
The service provider and the client undertake to comply with the regulations relating to the manufacture, transport and use of the products covered by this document, and their derivatives if they are dangerous, toxic, and/or if their use is contrary to good practice or the regulations (this list is not exhaustive). It is expressly stated that these products are not medicines, and so they must not in any circumstances be administered to humans. Conversely, the service provider may indicate on the analysis sheet the conditions for handling the product, especially the use of gloves, and the precautions to be taken regarding light and temperature. However, the client is acting as an aware professional and so should comply with custom and practice. For this reason, the service provider cannot be held responsible on this account.
Only qualified persons familiar with laboratory procedures and chemical dangers should handle the products. Samples are provided in special packaging with a label indicating the nature of these products and any major dangers if they are known by the service provider. The absence of warnings or indications by the service provider does not mean that the product may not be dangerous. The service provider cannot be held responsible on this account.
The client must be aware of the possible danger of mixing products and must inform his employees and anyone likely to come into contact with these products. The client must give instructions for use concerning the handling of the products. He also assumes responsibility that safety procedures within his company comply with the laws and usages of his country in this matter. In any case, the service provider cannot be held responsible.
In addition, the client, as an aware professional, undertakes to check and approve the information given by the service provider in the analysis sheet, namely the design of the structure, the total formula and the molar mass(es) stated. The service provider cannot be held responsible on this account.
Clause 6 - Use-by date
The use-by date of the product is stated as closely as possible on the analysis sheet given to the client. However, no precise and particular stability study is carried out on products and the use-by date is calculated from the structure of the compound and known indications from the literature. In any case, the service provider cannot be held responsible on this account.
Clause 7 – Industrial property
The service provider does not guarantee the client against any claim or action brought by the holder of intellectual property rights (patent, trade mark etc.) when operating or using the goods and services ordered, and this applies throughout the duration of his rights. In any case he cannot be held responsible on this account. However he undertakes to notify the client if he learns of it in advance.
Clause 8 - Confidentiality
The parties undertake to keep any information relating to the other party, learnt while executing the order, strictly confidential.
Clause 9 - Provision of the goods or services - Delivery
The deadlines and dates for providing the goods and services, which may be stated on the estimate, are given as exactly as possible and the service provider will do everything in his power to meet them. They begin to run from the date the estimate is received or the order is accepted.
If the delivery date is exceeded, this shall not give any entitlement to damages, withholding payment or cancellation of current orders. However, if 1 month after the scheduled date of delivery, the products are not delivered, for any other cause than that of force majeure, the sale may be cancelled at the request of either party. The following are considered as force majeure, relieving the service provider of his obligation to deliver: war, riot, fire, strikes, accidents, regulations or requirements of the public authorities, or any other unavoidable and unforeseeable event, beyond the control of the service provider. The service provider will keep the purchaser informed, as soon as possible, of the cases and events listed above.
Products ordered are dispatched to the address given by the client. In any event, goods can only be delivered to schedule if the purchaser is up to date with his obligations to the service provider, of whatever kind. Products are transported at the addressee’s risk; in the event of damage or loss in transit, he should make all the necessary notifications and confirm his reservations in a formal statement or a recorded delivery letter to the transporter, within 48 hours of receiving the products. The Client must send the service provider without delay a copy of any complaint he makes to the transporter.
Clause 10 - Reception
Without prejudice to the steps to be taken vis-à-vis the transporter, complaints about obvious defects in the products delivered or services rendered, or their failure to meet specifications, must be made in writing within eight days of the arrival of the merchandise. The client must provide evidence of the reality of the alleged defects or anomalies. He must give the service provider full assistance in determining the defects. He will not intervene himself or enlist the services of a third party. The service provider or any expert appointed by him may check whether the products were handled by the client in the proper way.
Clause 11 - Returns
Goods may only be returned if the service provider has agreed that the products fail to meet specifications and examination concludes that the client is not at fault. If orders are returned without the agreement of the service provider, they will be deemed to be still at the purchaser’s disposal; a credit note will not be issued for them.
If there is an obvious defect in the products delivered or they fail to meet specifications, confirmed by the service provider in the conditions stated above, the purchaser may either have a free replacement or a refund, as the service provider chooses; no compensation or damages will be due. In any event, the products will not be replaced in less than two weeks from the conclusion of the expert inspection.
Clause 12 – Retention of ownership
The service provider retains ownership of the products delivered by him until the price has been paid in full. By payment is meant that the money is actually cashed and not that a letter of exchange or a security creating an obligation to pay has been received (law no. 80.335 of 12.02.1980). By express agreement between the parties, any products present on the client’s premises on the date of a court decision of entitlement will be indisputably presumed to be part of the latest unpaid delivery unless there is written evidence to the contrary, and any products still in stock will be automatically assumed to be part of the latest deliveries. Throughout the duration of the retention of ownership, the client as guardian of the goods is responsible for any damage or loss occurring after delivery. Likewise, he will be responsible for any poor conditions of storage rendering the product unfit for use. The client must pay all costs and/or damages relating to the return of the products.
Clause 13 – Applicable law and language of the contract
The Contract will be subject to French law.
Only the French version of the present contract will be valid in the event of dispute.
Clause 14 - Jurisdiction
In the event of dispute relating to these general or particular conditions, full jurisdiction is granted to the Commercial Tribunal of Poitiers.