APPLICATION OF OUR INTERNATIONAL TERMS OF SALES

These International GTS exclusively govern the contractual relations between the customer and the seller. According to the current French legislation, our General Terms of Sale (GTS) are the sole basis for commercial negotiation with our buyers : therefore, and unless they contravene the mandatory rules of the national law to which the buyer is subject, these international GTS apply to all orders placed and delivered in 2019, when the customer placing the order has his headquarters outside of France territory (meaning outside metropolitan France, Corsica, DROM-COM) – the address on the purchase order prevailing. Even without written agreement, any order placed to Institut de Biotechnologies Jacques Boy (IBJB) automatically entails the full and unreserved acceptance of the client, despite any stipulations to the contrary that may appear either in the Buyer’s order forms and terms of purchase, or in any other documents, like catalog, flyers, instructions that only have an informative and indicative role, not contractual.

The fact that IBJB does not refer at any given time to one or several provisions of the GTS cannot be construed as a renunciation and the supplier IBJB remains at all times free to demand their strict application.

Except with formal and written acceptance of IBJB, no other special or purchase condition may prevail over the present GTS.

1. QUOTATIONS AND PRICE OFFERS

Quotes and price offers are only valid when written, and sent to the customer or applicant by email. Their validity period is specified on the document. Otherwise, they have a duration of 3 months from the date of their realization. The rates, conditions and scales of discounts are communicated by IBJB to the Buyer on request. Discounts and rebates will only be effective after their signature and can not be applied retroactively.

2. ORDERING PRODUCTS, EQUIPMENT AND ACCESSORIES

Any order must be the subject of an order form signed by the customer, communicated to IBJB by fax, email or postal mail. In particular, it must detail: the product reference, the quantity, the customer account number, the delivery and billing address, intracom number (for European intracommunity orders), the expected delivery times. Any sale is perfect only after the express written acceptance of IBJB through a written order confirmation. IBJB reserves the right to cancel or refuse any order from a customer with whom there is a dispute, including settlement, concerning a previous order. The customer would then be informed in writing (email, fax or mail).

3. SUBSCRIPTIONS


Subscription is particularly recommended or necessary for some of the products in Immuno-Hematology and Kleihauer ranges, due to conservation constraints or manufacturing planning. The products concerned are sent regularly, following a schedule defined each year by IBJB depending on the references (4 weeks for the IH and the CQI, 12 or 4 weeks for the Kleihauer range). The subscription can be arranged at any time within the year, and unless the customer gives contrary indications, it starts from the date of the closest expedition, and lasts until the end of the current year. The orders transmitted are irrevocable for the customer, except written acceptance of IBJB. Its renewal at the end of the year for the following year is the subject of an order initiated by the customer, at least one month before its expiry. The customer can express his wish to terminate it: this cancellation is done in writing (email, fax or mail) at least one month before its expiry. He may also wish to modify it: any modification (composition, volume, planning) is done in writing (email, fax or mail) at the latest 3 weeks before the next shipping date. For subscriptions for which the monthly amount is less than 30 €, an administrative fee of 20 € will be applied to each shipment. In case of non payment of the invoices of the ongoing subscriptions, IBJB reserves the right to suspend any delivery. For a subscription, only one purchase order is needed with the dedicated subscription form. Any order, modification, cancellation is subject to a confirmation systematically e-mailed by IBJB. This subscription confirmation describes the order: product references and scheduled deliveries according to the IBJB schedule accepted by both parties.

4. INVOICED PRICES

The prices are indicated in Euros. The prices invoiced are those in force on the day of placing the order. They are based on items valid on the day of their fixing, such as: raw material prices, exchange rates, taxes and customs duties, etc. IBJB reserves the right to change prices at any time without notice.

5. INVOICING

- VAT : prices are indicated in euros, net, excluding tax and various rights. IBJB reserves the right to change prices at any time:

*a VAT of 20% applies (except for the products of human origin: VAT 2.10%) for France, Corsica and DROM-COM

*outside France, supplies to taxable companies either outside or intra-Community are exempted upstream

- Management fees - A flat rate of €30 ex VAT is added to the amount of the order excluding shipping costs (not applicable for orders over €230 ex VAT)

- Prices exclude shipping.

6. EXPEDITION

Incoterms® 2010 according to the International CCI: EXW

Goods are considered taken from our factory and travel at the risk of the recipient and its carrier. The customer must always check the parcel on delivery and is obliged to provide a copy of the export documents. In case of loss or damage, it is up to the customer to exercise his recourse against the carrier within the time and form provided in the national law or terms of the carrier. IBJB should be informed of those transport damages. In case the delivery address is in metropolitan France, contact us.

Delays, loss or damage in delivery do not give the customer the right to cancel the sale or refuse the goods. They may not give rise to any withholding, compensation, penalty or damages.

In particular cases, and according to special contractual conditions, the prevailing Incoterms® may be different : that will therefore be the result of a formal and personalised negociation between the customer and IBJB, and specified in a particular contract.

7. SHIPPING FEES

For deliveries outside metropolitan France, or to Corsica, DROM-COM: our prices are considered taken from our stores. It means costs and transport logistics are at the expense of the customer, except special conditions formally validated by both parties.

For shipments in metropolitan France (ie excl Corsica and DROM-COM) and excluding special conditions expressly granted to a customer in a dedicated and personalised offer or contract, the transport fee is advanced and included on invoice for an amount corresponding to 3% of the total amount excluding the potential management fees. This amount is previously announced in our quotes.

Any shipment of frozen product is subject to additional charges to cover specific costs. Rates: contact us. In the event that, depending on the destination of the products, a different VAT rate and / or customs duties and customs clearance fees apply to the products shipped, all such charges and taxes would be fully refundable, reported on the invoice and paid by the customer.

8. EXPEDITION TERMS AND CONDITIONS

For any orders shipped outside France, the customer has 48 hours from the order confirmation sent by IBJB to modify the order or make reservations. After this delay and without any feedback from the customer, IBJB considers the order as confirmed and proceeds to the expdition within 48 hours. From Monday to Wednesday, for immuno-hematology products and products available in stock, any order confirmed before 3.00PM French Hour, is entrusted to the carrier the same day. Delivery times are those commited by the carrier. Concerning expedition dates for orders confirmed on Thursdays and Fridays, or concerning products not in the IH range, or which are no longer in stock, they are studied on a case by case basis and communicated to the customer.

In any case, when given, delivery times are for information only and without guarantee; they depend on the carrier’s terms. IBJB engages himself on the expedition date only. If shortened delivery delays or precise / monitored temperatures conditions are needed, the customer may deal the appropriate contract directly with his carrier;

9. PROPERTY AND INTELLECTUAL PROPERTY

All our sales are concluded with retention of title: delivery does not imply the transfer of ownership. As a result, the goods and materials sold by IBJB S.A.S. remain its property until the full payment (French law 80-335 of 12/05/80). All technical, commercial and photographic documents given to our clients remain the exclusive property of IBJB, the sole owner of the intellectual property rights in these documents, and must be returned to him at his request.

10. RISK TRANSFER

UIn accordance with the Incoterms® 2010 EXW (latest version of the ICC in effect at the time the offer is established), and unless mentioned differently in the offer or contract, costs and risks are transfered from IBJB to the customer who assumes any risk that the products may suffer or are likely to cause after leaving our stores; as a result, he agrees to take out insurance covering these risks.

11. TERMS AND DELAY OF PAYMENT

The buyer is relieved of its obligations upon receipt of the payment by our bank. No circumstances may suspend or compensate payment without the prior written consent of IBJB. No discount will be granted in case of early payment.

Unless stipulated otherwise in our order confirmations, our goods are payable in Euro within 30 days from date invoice. Nevertheless, any new customer will be asked to perform an advance payment (on proforma invoice) before delivery or before the service begins to be performed.

Invoices are payable cash upon receipt of invoice, by either SWIFT transfer to the below designated bank account or by irrevocable documentary credit confirmed by a bank of our choice, and payable within the legal period of 30 days from date of invoice.

>> Kolb: IBAN FR7613259041531058110020064 BIC: KOLBFR21

In case the payment is provided for by a documentary credit or is guaranteed by a standby letter of credit or any other type of security, the order will only be executed upon receipt of notification of the opening of an operational documentary credit without any particular conditions or the issue of a standby letter of credit, bond or guarantee as required.

In accordance with Article L. 441-6 of the French Commercial Code and directive 2011/7/UE for intra-community payments, late payment penalties are due to non-payment on the day following the date of payment shown on the invoices. The rate of these penalties is 20% annual. Late payment penalties are due without needing a reminder. The fixed compensation for recovery costs, the amount of which is set at €40, is due automatically to its creditor by any professional in a situation of late payment. In case of late payment, our company reserves the right to suspend, as of right and without formalities, the execution of orders in progress.

12. RESPONSiBILITIES

The responsibility of IBJB will not be engaged or any refund or repair requested by the customer, whatever the reason or damage in question, which would result from any treatment, use, intervention on our products not in accordance with the instructions and documentation accompanying the products. Similarly, IBJB can not be held responsible for the consequences of non-compliance with the legislation in force regulating the use of the products it markets.

13. USE OF PERSONAL DATA

The customer must put IBJB in a position to advise him usefully on the conditions of use of products and equipment by providing any necessary information / data to contact him. In accordance with the European General Data Protection Regulation (GDPR), such information collected is subject to computer processing intended solely for IBJB who uses them to implement the collaboration or relationship in the best conditions, in compliance with the standards and regulations that are imposed on DMDIV providers: ISO 13485: v2016, Directive 98/79 / EC and the French Public Health Code. This allows to:

- manage the business relationship between the customer and IBJB;

- respond to the customer’s requests sent by email, fax, post, via IBJB website, or any other means;

- inform the customer in proper time about news and important information about the products and services that may be of interest for him;

- perform statistical processing on the basis of anonymised information.

The only recipient of this data is the IBJB, especially its "technical" and "sales" services. IBJB will not disclose the contents of the customer’s accounts receivable unless they are legally obliged to do so or if such disclosure is necessary to enforce these Terms or any other agreement, or to protect IBJB’s rights or those of third parties. Beyond these cases, IBJB undertakes not to communicate the customer’s contact information to third parties, especially for commercial purposes.

The shelf life of the data concerning the customer corresponds at least to the duration of the commercial relationship with IBJB, and / or the shelf life of the products purchased, to the extent that IBJB does not need to keep more for a long time for regulatory / legal purposes, in particular to be able to handle a potential batch recall subsequent to the purchase. If this case arises, the data will be kept for this purpose only and will not be used for any other commercial purposes by IBJB or a third party.

The customer has a right of access, rectification, portability, erasing data concerning himself by contacting the company to This email address is being protected from spambots. You need JavaScript enabled to view it. or +33 (0)3 26 79 72 72; the customer can oppose their treatment and have the right to withdraw their consent, within the limits outlined earlier. They have the possibility to lodge a claim with a supervisory authority.

More details in our privacy policy on www.ibjb.fr

14. FORCE MAJEURE CLAUSE

The occurrence of a case of force majeure has the effect of suspending the performance of IBJB's contractual obligations in terms of manufacturing and shipping. A case of force majeure may be any event beyond the control of IBJB: an unforeseeable event at the time of the conclusion of the contract and irresistible during its exécution, hindering its normal operation at the stage of manufacture or shipment of products. In particular, cases of force majeure constitute a natural disaster, total or partial strikes hindering the smooth operation of IBJB or that of one of its suppliers, subcontractors or carriers as well as the interruption of transport, supply of energy, raw materials or spare parts. This list of force majeure is not exhaustive and only serves as an example. By express agreement, an event of force majeure can not under any circumstances prevent the payment on time of the agreed price.

15. ATTRIBUTIVE CLAUSE OF JURISDICTION

All disputes arising out of or in connection with these GTS shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce, by one or an odd number of arbitrators appointed in accordance with the said Rules and competent law. The present contract is regulated by French law. The application of the Vienna Convention on the International Attribution of Goods is expressly rejected. If the two parties decide not to call on arbitration, the dispute will first be brought before the Court of Commerce of Reims.

The General conditions of sale is executed both in French and English, with the same legal binding force. In the event of any discrepancy between the versions, the French version shall prevail.

16. TO CONTACT THE SALES TEAM

The sales department is reachable from Monday to Friday, from 8.30 to 12.00 AM and from 1.00 to 5.30 PM (4.30 PM on Friday).

Phone: +33 (0)3 26 79 72 72 - Fax: +33 (0)3 26 79 72 73 - EMail: This email address is being protected from spambots. You need JavaScript enabled to view it. / This email address is being protected from spambots. You need JavaScript enabled to view it. - Website: www.ibjb.fr - Adresse: 4, allée Albert Caquot – F 51868 REIMS Cedex 2

GTS for France are available at : https://www.ibjb.fr/fr/legal/conditions-generales