GENERAL TERMS
OF SALE

Recitals

These General Terms of Sale (hereafter the “GTS”) aim at defining, in accordance with the provisions of article L. 441-6 of the French Commercial Code, the respective obligations of NEOLIFE® and its customers (hereafter the “Customer” or “Customers”) in their contractual relations related to the sale of products (hereafter the “Product” or “Products”) by NEOLIFE®.

Article 1- Application – binding nature of the general terms of sale

These GTS are applicable as from 29th March 2019. They are sent systematically or communicated upon request to each Customer to enable the latter to place an order.

Consequently, the fact of placing an order implies the full and unreserved acceptance by the Customer of these GTS, with the exception of any other documents such as brochures or catalogues issued by NEOLIFE® which are only provided as a guide.

No special term may prevail over the GTS, unless formally accepted in writing by NEOLIFE®. Any term contrary set forth by the Customer will therefore not be binding upon NEOLIFE®, unless specifically accepted, regardless of when it was made known to the latter.

The fact that NEOLIFE® does not take advantage at a given time of any of these GTS may not be interpreted as a waiver of its right to take advantage of one of the said terms at a later date.

Article 2 – Offers

NEOLIFE® reserves the right to make minor amendments to its offers in relation to the manufacture of the Products.

In particular, NEOLIFE® reserves the right to make any amendment at any time that it may deem fit for its Products, without the obligation to amend Products previously delivered or for which orders are in progress. It reserves the right to amend the models defined in its brochures or catalogues, without prior notice.

Finally, NEOLIFE® holds the Products guarantee and third-party civil liability certificates available on its website (www.neolife-solutions.com) or may send them by email upon simple request.

Article 3 – Price

The price of the NEOLIFE® Products is stipulated in the price list in force on the date of the order placed by the Customer.

The prices are valid over the period indicated in the price list.

The prices are indicated in euros, excluding taxes, excluding transport but include packaging, except for special packaging charged in addition.

NEOLIFE® reserves the right to make any amendments to the price lists in force subject to respecting a notice period of 4 weeks; NEOLIFE® reserves the right to reduce this notice period in the case of a force majeure event, exceptional event or sudden increase in the prices of the raw materials.

Article 4 – Orders

NEOLIFE® is entitled to cancel any order and is particularly relieved from any obligation in the case of a force majeure event (in accordance with article 14 of these GTS) or non respect of the lead times by its own suppliers or principals preventing either the manufacture or the delivery of supplies, according to forecasts.

The offers by NEOLIFE® only bind it when they have been confirmed in writing by the latter: the orders are only accepted when they have been the subject of a NEOLIFE® order form. Any order placed by the Customer by telephone, fax or any other means must be confirmed in writing by the latter, validated by the signature of an authorised person and/or the company’s stamp on the fee quote or order form sent by NEOLIFE®.

NEOLIFE® assumes that the person having placed the order and signed the fee quote or order form is an authorised person within the company.

In any event, if the person having signed the order form or the fee quote has a function that reasonably implies that he/she is authorised to bind the Customer, the theory of appearance will apply and the order will be final.

The order form and the fee quote indicate in particular: the Customer’s identity and contact details, the precise description of the Products requested, the quantity, any references, the agreed price, the place if it is not the same as the billing address and a delivery lead time.

Any disagreement on the terms of the confirmation of an order must be set forth in a letter which must reach NEOLIFE® within a period of five working days as from the date of issue of the order form.

NEOLIFE® may however subject its acceptance of the order to the application of special payment terms and/or to one or several guarantees (security deposits, first-request guarantee, etc.) in particular if default in payment and/or late payment has occurred previously with the Customer.

Article 5 – Amendment or cancellation of the order

The orders sent to NEOLIFE® are firm and final. As a principle, no withdrawal or amendment of the order is authorised.

Any request for cancellation or amendment of the order by the Customer should be set forth by any written means and may not be applicable without consent from NEOLIFE®.

In any event, no amendment of an order will be accepted less than 8 days before loading the Products.

Moreover, urgent orders for which NEOLIFE® grants exceptional lead times may not be amended.

Any amendment requested by the Customer and accepted by NEOLIFE® will entail administrative costs of €150 excluding tax (one hundred and fifty euros excluding tax) which will be invoiced to the Customer.

Any request for cancellation from the Customer and accepted by NEOLIFE® will necessarily entail the compensation by the Customer of the value of the Products already manufactured by NEOLIFE® or ordered from its own suppliers for this order.

Article 6 – Delivery

6.1. Carriages costs

The Products of NEOLIFE® may be delivered by semi-trailer truck, the unloading being borne by the Customer.

For special requests, additional costs will be invoiced to the Customer (e.g.: express delivery, special labelling, etc.).

6.2. Methods

Deliveries may be made by the direct supply of the Product to the purchaser or by simple notice of availability. In this latter case, the Customer is informed by email and undertakes to take delivery within 8 days following the notice of availability. Once this period has expired, NEOLIFE® may consider that the order has been cancelled and that the sale has been unilaterally terminated by the Customer.

The delivery may also be made via a shipper or carrier to the Customer’s premises or site. In this case, the Customer is informed by email of the date of delivery and undertakes to take the delivery on the specified date. Otherwise, the costs of a new delivery or return of the Products will be borne by the Customer.

6.3. Lead times

Les livraisons sont opérées en fonction des disponibilités et dans l’ordre d’arrivée des commandes.
Deliveries are made according to the availabilities and the date of arrival of the orders.

NEOLIFE® is authorised to make complete or partial deliveries.

The delivery lead times are indicated as precisely as possible but depend on the supply and transport availabilities of NEOLIFE®.

Late deliveries may not give rise to damages, deductions or the cancellation of orders in progress, in particular when these delays are the result of a force majeure event as defined in article 14 of these GTS.

NEOLIFE® will keep the Customer informed, in due course, of any situations or events making the delivery impossible on the scheduled date.

In any event, the delivery within the lead times may only take place if the Customer is up to date with its obligations in relation to NEOLIFE®, for whatever reason.

The Customer undertakes to respect the appointment times agreed with NEOLIFE®.

Should the Customer wish to defer a delivery, in general, this possibility is not granted to the Customer except if the latter obtains the prior, specific consent of NEOLIFE®.

The Customer must therefore make a prior and written request (email, fax, etc.) to NEOLIFE® in order to set up a new appointment time for the delivery of the Products.

In the absence of a reply from NEOLIFE®, the new delivery date offered by the Customer will be considered as refused and the delivery date initially set will apply.

In the event that NEOLIFE® agrees on the new delivery date suggested by the Customer (after the date initially stipulated), storage costs will be invoiced to the Customer (50 euros excluding tax per pallet and per week late).

In the event of delayed unloading of the Products due to the Customer, NEOLIFE® may invoice fixed penalties to the Customer of 50 euros per hour beyond 1 hour of delay.

If no person authorised by the Customer accept the Products on the date agreed between the Customer and NEOLIFE®, the Customer will bear:

  • All of the costs related to the transport of the Product;
  • Damages set at the amount of the prejudice caused to NEOLIFE®.

6.4. Risks

The transfer of risks on the Products takes place as from their availability to the Customer, even if they are stored in the NEOLIFE® warehouses.

6.5. Inspection of Products and reservations

In the event of damaged, delayed or missing goods, the Customer is responsible for setting forth any regular protests and reservations with the carrier, on the reception document that the Customer must compulsorily sign, have counter-signed by the carrier, date and confirm by registered letter within a period of three (3) days, not including public holidays, in accordance with the provisions of article L. 133-3 of the French Commercial Code.

6.6 Claims

Without prejudice to the provisions to be taken in relation to the carrier, the claims regarding visible defects or lack of compliance of the Product delivered with the Product ordered or with the dispatch form must be set forth in writing within eight days following arrival of the Products.

The Customer is responsible for providing any evidence regarding the reality of the defects or problems observed by specifying, in the claim, the nature of the Product, the nature of the defect, the quantity involved, and by sending a copy of the delivery form provided with the Products.

The Customer should provide NEOLIFE® with the possibility to observe these defects and to provide any solution for them.

The Customer will refrain from intervening itself or from having a third party intervene for this purpose.
For Products sold in packaged units, the weights and measurements upon dispatch are taken as evidence of the quantities delivered.

6.7 Return of Products

NEOLIFE® does not accept any return of Products without its prior, specific and written consent.
In the case of lack of compliance of the Products delivered, accepted by NEOLIFE®, NEOLIFE® may then offer:

  • To grant a credit-note;
  • To replace the Products.

Any Product returned without this consent may be made available to the Customer and will not give rise to any credit-note whatsoever or the replacement of the Product(s).

No claim for damages will be accepted by NEOLIFE®.

In the case of specific, prior and written consent, the costs and risks of the return are borne by the Customer.

No return will be accepted after a period of 30 days following the date of receipt of the Products.

No penalty, in particular for non-compliant or partial delivery, may be invoiced or deducted from a payment of Products.

Any automatic deduction performed by the Customer will be likened to a late payment.

Article 7 – Warranty – Exemption

NEOLIFE® is bound to respect the warranty against latent defects in accordance with the provisions of article 1641 and thereafter of the French Civil Code. The defects and damage caused by conditions such as those stipulated in the limits and exemptions of the Product warranty of NEOLIFE® are excluded from any warranty. NEOLIFE® holds the Product warranty and third-party civil liability certificates available on its website (www.neolife-solutions.com) or may send them by email upon simple request. Similarly, visible defects which may be claimed by the purchaser in accordance with the conditions of article 6.6 are excluded.

Article 8 – Payment terms

Invoices are payable by bank transfer, 30 days net following the date of the invoice.
In the event of lack of payment on a due date, for any reason whatsoever, the Customer will become liable for:

  • Late penalties equal to three times the legal interest rate in force per day late;
  • The payment of a fixed indemnity of forty (40) euros for debt collection costs;
  • An immediate cash payment for later orders.

No automatic compensation or immediate deduction of any amounts whatsoever (in particular from invoices) may be made by the Customer.

Any compensation or deduction performed without prior, written and specific authorisation from NEOLIFE® will be likened to a late payment and may give rise to the penalties stipulated in this article 8.

Article 9 – Invoicing

Only one invoice may be sent for each delivery. The date of availability of the Products or their dispatch is both the date of issue of the invoice and the starting date of payability for deferred payment arrangements.

Article 10 – Payment – Claim for guarantee or settlement

Any breach by the Customer of its payment obligations and/or in the event of a “decline in its credit cover situation” may justify the claim for guarantees or an immediate cash payment, before performance of the orders received.

Article 11 – Reserve of title clause

It is specifically agreed that NEOLIFE® maintains the ownership of the Products delivered until full payment of their price (principal amount and interest).

However, as from the availability of the Products, the purchaser shall take responsibility for them, as the transfer of ownership implies the transfer of risks (risk of loss or damage of Products in particular).

The Customer therefore undertakes to take out an insurance contract covering the risks of loss, destruction or theft of the Products.

The Customer is required to object to the seizure, in favour of a third party, of the Products delivered and under reserve of title and to inform NEOLIFE® immediately. The Customer is also forbidden from pledging or granting as a security the ownership of the Products.

Article 12 – Intellectual Property and know-how of the documents and Products

All of the intellectual property rights, and the know-how included in the documents provided, and the Products delivered remain the exclusive ownership of NEOLIFE®.

The Products are marketed under properly filed trademarks and no right to use or reproduce the trademarks is granted to the Customer. The latter undertakes not to alter the trademarks, or to use them in any way that may entail a prejudice for NEOLIFE®.

Any transfer of intellectual property rights or know-how must be set forth in an agreement between NEOLIFE® and the Customer.

NEOLIFE® reserves the right to use its know-how and the results of its own research and development work.

Article 13 – Confidentiality

Throughout the whole term of their business relations, the Parties may exchange commercial, technical, financial or strategic information pertaining to trade secrecy. The Parties undertake respectively to keep this information strictly confidential.

Article 14 – Force majeure event

NEOLIFE® will be released from all of its obligations for any event beyond its control that prevents or delays the manufacture and/or delivery of the Products, likened to a force majeure event or fortuitous event.

The following in particular are considered as force majeure events: strikes, fire, flooding, serious accident to equipment or tools with an impact on the manufacture/delivery of the Products, interruption of transport or any other changes outside or within the firm preventing the normal and foreseeable performance of its sales.

Article 15 – Jurisdiction – Disputes

All operations referred to in these GTS are subject to French law. In the event of a translation of these GTS into English, only the text in French will be binding.

The Parties will attempt to settle their dispute on an out-of-court basis.

In the event of failure to reach an out-of-court solution, the Courts of Lyon (France) in the area in which the registered office of NEOLIFE® is located will have exclusive jurisdiction for settling any disputes of any kind related to the business relations between the Parties, even in the case of an introduction of third parties or several defendants, unless the company NEOLIFE® prefers to choose any other court with jurisdiction, in particular that of the registered office of the customer or the place of location of the Products.