Terms of sales

Article 1 – Application- Enforceability

Any order placed with Biolog-id for the supply of equipments, including software programs and accessories (the “Equipment”), spare parts, consumables (the Equipment, spare parts and consumables being designated hereafter, together or separately, as the “Materials”) and/or services, with a view to their use by the company issuing an order form (the “Client”) or its final client (the “User”) shall automatically give rise to the Client’s full and unconditional acceptance of these terms. The Client declares that it has read and accepts these conditions, notwithstanding any conflicting stipulations contained in its standard terms of purchase or in any other documents or terms –regardless of the timing and the medium– which will be unenforceable against biolog-id, unless otherwise expressly agreed in writing by it. In addition, the Client covenants to make these terms enforceable against the User.

If biolog-id does not rely on any one of these terms at any given time, this cannot be construed as a waiver to do so at a later date. In the event that one of the clauses of this document is declared void, non-written, unenforceable or inapplicable, said clause shall be deemed non-written, but cannot affect the validity of these terms in their entirety, except in the case of a clause that is decisive for one of the parties. In this case, the parties shall be obliged to negotiate in good faith with a view to replacing this clause with a valid clause reflecting the parties’ initial intention.

Article 2 – Orders

Biolog-id’s offers are valid during thirty (30) days from the date of their issuance, unless otherwise stipulated in writing by biolog-id.

Orders must be made in writing and cannot be cancelled or modified by the Client after the date on which they are sent to biolog-id, without the latter’s prior written consent.

Orders are not considered as accepted by biolog-id until the latter has approved them in writing, or if the order in question has been fulfilled. Biolog-id reserves the right not to accept an order, in particular if there is a dispute with the Client concerning the payment for a previous order.

Biolog-id reserves the right to make to the Materials ordered any improvements, technical modifications or presentations that it deems useful between the order date and the delivery date.

Article 3 – Time limits

Unless otherwise expressly indicated in writing by biolog-id, time limits must always be considered as purely indicative. Delivery or intervention delays cannot justify the order’s cancellation (unless biolog-id has not performed its obligations thirty (30) days after the notice sent by the Client by registered mail with return receipt, gone unheeded, and unless, at the expiry of this time limit, the Client confirms the cancellation in writing), nor can it give rise to the payment of penalties and/or damages. Even in the case of written acceptance of firm time limits, biolog-id, regardless of the circumstances, shall be automatically released from any commitments concerning time limits in the following cases:

• Unforeseeable technical problems, failure to perform by biolog-id’s suppliers, failure to perform by the carrier, force majeure, inaccurate or lack of information provided by the Client,
• Time limit deferred at the request of the Client, or
• Delays associated with customs formalities.

Article 4 – Packaging & transport

Packages are prepared by biolog-id, unless otherwise indicated in writing by it. Any specific or additional packaging requested by the Client shall be invoiced to the latter at the price in force on the order date. Packages will not be taken back by biolog-id. Regardless of the circumstances, it is the Client’s responsibility to check to ensure the good condition of the packaging and the content of the packages at the time of delivery and, if necessary, to express to the carrier any reasoned reservations it has, if applicable, concerning visible damages and/or missing items, within three (3) days after delivery. The Client further covenants to send a copy of these reservations to biolog-id, by registered mail with return receipt within the same timeframe. Otherwise, complaints will not be accepted.

Article 5 – Storage – delivery – risks

Unless otherwise stipulated in writing by biolog-id, biolog-id shall deliver the Materials Ex-Works (Incoterms 2010): the Materials shall be deemed delivered to the Client at the time they are delivered at the place designated for this purpose by biolog-id (the “Delivery”). All risks are transferred to the Client as of Delivery. The Client covenants to take out the insurance needed to cover the risks from Delivery until the transfer of ownership (Article 7). Biolog-id can, at its choice, deliver a single order’s items on one or on more than one occasion.

Any storage of the Materials on biolog-id’s premises or on the premises of a third-party designated by the latter, after Delivery, shall entitle biolog-id to invoice the Client for the corresponding expenses. If storage exceeds three (3) months, biolog-id shall be entitled to either dispatch the Materials to the Client at the latter’s expense, or to enforce its rights for the Client’s breach of its obligations.

In the absence of written, reasoned reservations expressed by the Client within three (3) days following the Delivery of the Materials or the service, the Materials and the service shall be considered as conforming to the order, without prejudice to the Client’s rights under the warranty.

Article 6 – Installation use

The installation of Equipment is performed by biolog-id or its authorized representative in the User’s premises, unless otherwise stipulated in writing by biolog-id. For this purpose, the Client must take all necessary measures to allow, without difficulties and without interruptions, the setting up and testing of the Equipment on the date mutually agreed by the parties. At the end of this phase, a receipt report signed by the Client is drawn up.

Under no circumstances shall biolog-id be responsible for the preparation of the environment necessary to the installation and smooth functioning of the Equipment. In addition, biolog-id shall not be responsible for the performance of any required administrative formalities. The Client shall, under its responsibility, carry out all measures needed to use all or some of the Equipment.

The Client covenants to use and to ensure that the User treats the Equipment respectfully, in accordance with biolog-id’s instructions, and to take all measures to ensure the protection and preservation of its data stored on the Equipment. The Client acknowledges and agrees that biolog-id will have an exclusive right to supply consumables to the Client. Any purchase of any quantity of consumables from a third party shall (i) be considered a material violation of these terms and trigger immediate termination; and (ii) automatically cancel any warranty to which the Customer is entitled under these terms. Biolog-id will not be liable for damages resulting directly or indirectly from the purchase and / or use of consumables from a third party.

The Client shall conform to domestic standards and regulations in force, in particular, to applicable standards

Article 7 – Rentention of title

BIOLOG-ID EXPRESSLY RESERVES THE OWNERSHIP OF THE MATERIALS DELIVERED UNTIL THEIR ENTIRE PRICES HAVE BEEN PAID, and shall be entitled to bring any action for recovery of property until the entire price has been paid, including in the event of bankruptcy proceedings affecting the Client or any other equivalent proceedings. The Client expressly waives any conflicting clause. The Client undertakes to keep the Materials separate and identifiable so as to allow their restitution to biolog-id if necessary. This clause does not prevent the passing of all risks relating to the Materials to the Client upon Delivery.

Article 8 – Prices

Unless otherwise indicated in writing by biolog-id, the prices indicated by biolog-id are expressed “Ex-Works”. Biolog-id can revise its prices or its rates in force, at any time and without notice.

Unless otherwise indicated in writing by biolog-id, the prices appearing in its offers or estimates are valid for thirty (30) days from their issue date and do not include packaging or any transport, insurance or installation expenses. The prices do not include tax. The applicable taxes are those in force at the time of the invoicing and must be paid by the Client. All expenses, fees and taxes due for the use of the Materials shall be borne exclusively by the client.

 Article 9 – Payment

Invoices are issued as of the Materials’ Delivery date or as of the rendering of the services. Unless otherwise indicated in writing by biolog-id, invoices are payable, without withholding deduction or set off, thirty (30) days from the invoice date; payment shall be made at biolog-id’s order, in euros, by bank transfer. Payment can only be deemed to have been made at the time of biolog-id’s effective collection of the price.

Biolog-id reserves the right at any time to demand an advance or a cash payment prior to filling an order, in particular, if biolog-id has noted a payment incident, if the result of the financial investigation on the Client is unfavourable, or if a factoring company refuses to process the Client’s invoices.

If the invoice has not been paid by the date indicated on said invoice, the amounts due shall be increased by late payment interest at the rate applied by the European Central Bank to its most recent main refinancing operation plus 10 percentage points, without prior notice of default being required, in addition to an indemnity for all debt collection expenses , from the day following the payment date indicated on the invoice, until payment has actually been made; the interest shall be payable upon receipt of the debit note sent by biolog-id. In addition, biolog-id shall automatically have the right to suspend its deliveries and the rendering of its services and/or to cancel the sale in the conditions stipulated in Article 13 hereof.

Under no circumstances can the Client rely on defects of the Materials to suspend its payment obligation.

 Article 10 – Confidentiality

The documents of any type submitted by biolog-id (including studies, plans and drawings) shall remain its property. These documents cannot be communicated to third parties or reproduced without biolog-id’s express prior written consent. The Client covenants, including after the end of the order, not to disclose the business secrets and confidential information that have been communicated to it by biolog-id or of which it became aware during its relationship with biolog-id.

Article 11 – Contractual warranty

The warranties in this Article 11 are given in lieu of and to the extent permissible by law to the exclusion of all warranties expressed or implied by law including as to satisfactory quality, infringement, fitness for purpose and conformance with description or sample.

11.1. a) Unless otherwise stipulated in writing by biolog-id:

• new Equipment (excluding non-biolog accessories for which the applicable warranty is that of the manufacturer, and excluding batteries) and consumables are covered by a warranty by biolog-id, for parts and labour (excluding travel) against any manufacturing defect for a period of twelve (12) months from the date of Delivery to the Client;
• spare parts are covered by a biolog-id warranty against any manufacturing defect for a period of three (3) months from Delivery to the Client.

11. b) The Materials having been the subject of a standard repair or exchange during the aforementioned warranty period are covered by a warranty (parts and labour) by biolog-id, up to the later of these two dates: expiry of the warranty period referred to in Article 11.1 a) above, or three (3) months from biolog-id’s intervention.

11.2. Any defective Materials under contractual warranty shall be replaced or repaired free of charge, based on biolog-id’s preference (to the exclusion of the reparation of any other loss). The work necessary to the application of the warranty shall take place on biolog-id’s premises, it being specified that the costs of shipping and insurance of the Materials (to destination) shall be borne and paid by the Client, and the costs of shipping and insurance of the Materials (return from biolog-id) shall be borne and paid by biolog-id.

11.3. The warranty applies in normal conditions of use. The Client shall be obliged –at its expense and prior to the intervention– to prepare for the intervention and to make a backup of the data contained in the Equipment, which may be deleted during the intervention. Accordingly, biolog-id shall not be responsible for the loss and/or damages caused to these data and shall not reinstall these on the Equipment. Biolog-id shall not accept any returns that it has not authorised beforehand.

Biolog-id can at its choice repair the Materials using new parts or repaired parts, or replace the Materials with new Materials or, in any case, in good operating condition. The defective items replaced shall become biolog-id’s property.

The period of time for repairing the Materials and keeping it out of service during the warranty period cannot give rise to an extension of the warranty period referred to in Article 11.1 above, save for mandatory laws to the contrary.

11.4. The following are excluded from the warranty:

– Breakdowns or malfunctions due to a failure to follow installation and usage instructions, a cause unrelated to the Materials (including, impact, lightning, fire, vandalism, malicious acts, or damages of any type, contact with miscellaneous liquids or any harmful agent, or inappropriate electrical voltage), moves or modifications of the Materials made without Biolog-id’s written consent, failure to perform standard maintenance, such as described in the documentation delivered with the Materials, or a lack of care, or storage or environmental conditions that are unfit for the Materials (in particular, those associated with temperature and humidity conditions, the effects of variations of electrical voltage, and parasites from the electricity network or the ground) or else, a repair, an intervention (opening or attempted opening of the Materials) or maintenance performed by persons not authorised by biolog-id ;

– Damages resulting from insufficient packaging and/or improper packaging of the Materials re-dispatched to biolog-id;

– Normal wear and tear of the Materials, as well as wear and tear of the accessories;

– Communications problems associated with an unfavourable environment, in particular problems associated with access and/or connection to the Internet, a problem specific to the local network (cabling, file server, user workstations), a change to the network’s parameters, occurring after the sale of the Materials;

– The supply of new software versions;

– Standard operating work; delivery, installation or exchange of consumables;

– Work on a piece of Materials modified or added without biolog-id’s consent;

– Problems following the use of products or consumables that are not compatible with the Materials, in particular RFID tags;

– Equipment returned to biolog-id without biolog-id’s prior consent;

– Defects resulting from equipments provided or chosen by the Client or the User or from a design imposed by them.

11.5. In the cases of exclusion of the warranty, biolog-id shall draw up an estimate that will be submitted to the Client for acceptance prior to any work.

Article 12 – Life cycle

Biolog-id reserves the right to discontinue the sale of the Materials at any time and shall provide reasonable efforts to inform the Client in advance of such discontinuance. In such case, biolog-id shall provide the Client the terms and conditions of end of support and maintenance for such discontinued Materials. For a period of five (5) years from the date of any order form for the Materials, provided such order was issued by the Client before the discontinuance date of such Materials, biolog-id covenants to supply, on terms to be agreed between the parties, in the relevant territory, to the Client or to the User, a repair service or replacement Materials having functionalities that are equivalent or superior to those of the Materials delivered pursuant to the order.

Article 13 – Cancellation of the order

If the Client breaches one of its obligations under an order, in particular, if it fails to make payment of the price by the agreed due date, and fifteen (15) days after notice sent by registered mail with return receipt, gone unheeded, and subject to applicable laws, in the case of amicable liquidation, the order shall be rescinded –automatically and without legal intervention– if biolog-id so wishes, without compensation due to the Client. The Client shall be obliged to return, at its expense, the Materials delivered and unpaid, in good condition in terms of maintenance and operation, to any place indicated by biolog-id, or to pay biolog-id, upon request by the latter, damages valued at the price of the Materials on the date of the sale, if the Materials cannot be returned. This clause does not preclude biolog-id’s right to request additional damages as reparation for the loss sustained.

Article 14 – Intellectual property

The Client acknowledges that, unless otherwise stipulated by biolog-id, all of the intellectual and industrial property rights concerning the Materials sold and the services rendered (including without limitation, studies, plans and software programs) are and shall remain the absolute property of Biolog-id (or, if applicable, of the third-party holding these rights).

In particular, and unless otherwise agreed by the parties, biolog-id only grants the Client the right to access the software programs developed by biolog-id, whether or not these are integrated in the Materials sold, and to use these for the sole purposes of its internal activity. This license is granted on a non-exclusive basis, for a period of time equal to the duration of the use of the corresponding Materials. The Client only holds the right to reproduce –on a permanent or provisional basis– said software programs, solely for the purposes of loading, displaying, execution or transmission. The Client covenants not to copy, disassemble, translate, adapt, modify or decompile all or part of said software programs. The Client is authorised to grant Users a sublicense entitling the latter to access said software programs and to use them, for the purposes of their activity. This sublicense shall be granted strictly in the same conditions as the license hereby granted by biolog-id to the Client.

The brand names under which the Materials are sold cannot be used by the Client, other than to identify the Materials. The Client must not alter or remove the Materials’ signs of identification. The Client must not register in its name or cause to be registered the “biolog-id” trademark or any other trademark or any distinctive sign belonging to biolog-id or that could potentially be confused with those of biolog-id, as trademark, company name or trade name.

Biolog-id shall be entitled to refer to the existence of its contractual relationship with the Client within the scope of its activities.

Article 15 – Liability

Biolog-id’s total and accumulated liability, regardless of the cause and the number of claims, shall be limited to the amount paid by the Customer to biolog-id for the order concerned.

Biolog-id will solely be responsible for direct damages resulting from the sale, use, or improper functioning of the Materials. Under no circumstances shall biolog-id be responsible for loss of revenue or profit, down time costs, loss of use of the Materials, cost of any substitute equipment facilities or services or claims of your customer for such damages.  This Agreement does not cover service or parts for any attachments, accessories, or alterations not marketed by biolog-id, nor to correct problems from their use.

The Materials are in no case intended at providing recommendations and/or helping the decision-making process of the Client, those being left to the sole responsibility of the personnel of the Client. In this respect, biolog-id shall in no case be held responsible for the consequences of a decision made by any member of the Customer’s staff.

The Client is responsible for complying, at its expense, with all laws and regulations in force, in the country of use or delivery concerning the Materials.

Article 16 – Personal data protection

Each party, in its relations with the other party, is required to process, on its own behalf, personal data of employees, managers, subcontractors, agents and/or service providers of the other party.

The processing of such personal data is necessary to the provision of the Materials and to the achievement of the legitimate interest of each party.

The information collected by the parties shall be kept only for a period of three (3) years from the date of collection (except where the law requires them to keep it for a longer period).

In this context, each parties’ staff have the right to consult, rectify, delete, limit and oppose to the processing of their personal data, as well as request the portability of such data. They also have the right to define guidelines on the fate of personal data after their death.

These rights may be exercised at any time:

• For the Client to biolog-id, by writing to the email address privacy@biolog-id.com;
• For biolog-id to the Client, by writing to the email address of the Client, as mentioned on the corresponding purchase order.

The parties’ staff may, at any time, complain to the competent control authority.

Each party undertakes to inform its employees, managers, subcontractors, agents and/or service providers of such rights in accordance with the provisions of Articles 13 and 14 of the GDPR.

Article 17 – Weee

Biolog-id complies with all European and national rules relating to environmental protection that apply to its activity and to the Materials.

In particular with regard to the principle of the producer responsibility, in accordance with the provisions of Directive 2012/19/EU of the European Parliament and its transposition into national law in each member state, biolog-id, in its capacity as producer, undertakes to comply with all national rules applicable to the member state where the Equipment is installed.

If required by national law, biology-id may proceed or to make carry out the on-site removal of the Equipment installed and ensure its treatment within the framework of the certified individual system that it has set up or have it handled by an approved eco-organization.

Article 18 – Force majeure

In case of the occurrence of a force majeure event (the parties have expressly agreed on the following non-exhaustive list cases of force majeure: any governmental decision, strike, riot, war, import prohibition, flood, any fire, or any other force majeure event according to the meaning of applicable French case law), the party concerned must inform the other party, by registered mail with acknowledgment of receipt, within fifteen (15) days following the occurrence of this event. The parties’ obligations shall be suspended for the entire duration of the force majeure event, without compensation. If the force majeure event continues for more than three (3) months, the contract in question can be rescinded, automatically and without compensation, by either party.

Article 19 – Governing law

These terms and any orders shall be governed by and construed according to the laws of France, excluding its conflicts of laws rules, regardless of where any action may be brought. The provisions of the Vienna Convention on the International Sale of Goods are excluded.

Article 20 – Competent courts

The Parties expressly accept to submit any dispute related to this Agreement (understood as any dispute related to its negotiation, conclusion, enforcement, cancellation and/or termination) and/or about the commercial relations between the Parties therefore also about their eventual break, to the exclusive competence of the Paris Courts, notwithstanding plurality of defendants or warranty claims, and including summary proceedings and ex parte motions.