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1, allée de la Filée
BP 54424
44244 La Chapelle sur Erdre cedex
France

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Home > General terms and conditions of sale

General terms and conditions of sale

CLAUSE1: APPLICATION AND ENFORCEABILITY OF THE GENERAL TERMS AND CONDITIONS OF SALE

These general terms and conditions of sale (hereinafter “GTCS”) apply to sales of products and services by CEERAM S.A.S. (hereinafter “CEERAM”), such as reagents, risk analyses, process engineering and various equipment (hereinafter “the Products” and “the Services”). Any and all firm orders accepted by CEERAM imply, in respect of the purchaser, full and unreserved adherence to the GTCS which constitute the law between the parties. No special term or condition may, unless CEERAM’s prior written consent is obtained, depart from the GTCS. Any and all terms or conditions stipulating otherwise set out by the purchaser shall thus, unless such terms or conditions are expressly agreed to, not be binding on CEERAM, regardless of the time at which such terms or conditions may have been brought to its attention. CEERAM reserves the right to modify, make additions to and remove information in documents such as leaflets, instructions, catalogues and price lists, which are provided for information purposes only. The fact of CEERAM not applying at a given time any one of these GTCS howsoever cannot be interpreted as a waiver to the application of any one howsoever of the said terms and conditions at a later stage.

CLAUSE 2: ORDER TAKING / CHANGES

Orders are only definitive when they have been confirmed in writing. CEERAM is only bound by orders taken by its representatives or employees and providing that a written and signed confirmation is received. Acceptance may also arise out of dispatch of the Products. Any and all changes or cancellations of orders requested by the purchaser can only be taken into consideration if they are forwarded in writing before the Products are dispatched or the Services are carried out. If CEERAM does not agree to the change or to a cancellation, advance payments made remain the definitive property of CEERAM as damages.

CLAUSE 3: DELIVERY

Deliveries are made by delivery to a shipper or to a transport company in CEERAM’s premises. Delivery timeframes are provided for information purposes only and depend upon CEERAM’s procurement and transportation opportunities. Unless expressly indicated by CEERAM delays cannot, under any circumstances, be used as grounds for the cancellation of an order by a purchaser or give rise to damages. Carriage expenses shall be borne by the Client. A lump sum amount shall be billed in addition for insulated packaging and dry ice.

CLAUSE 4: ACCEPTANCE / RETURNS

Without prejudice to the arrangements to be made in respect of transport companies, claims regarding visible defects and non-conformity of the Product delivered in relation to the Product ordered or to the dispatch note must be made in writing within eight days of the arrival of the Products. It shall be the purchaser’s responsibility to provide any and all evidence as to the actuality of the defects or anomalies noted.

CLAUSE 5: PRICE / INVOICING

The Products and Services are provided at the price listed in euros in accordance with the rate applicable at the time the order was placed. The prices listed do not include tax, are net, include packaging, except as regards special packaging which incurs an extra charge. The prices indicated in catalogues, printed materials and price lists are provided for information purposes only and can be revised at any time without prior notice, notably following effects on the cost of material or variations in foreign currencies, as regards imported Products. Invoices are drawn up and issued for each delivery. Invoices are payable to CEERAM S.A.S., 1 allée de la Filée, BP 54424, 44244 La Chapelle-sur-Erdre Cedex, France, within thirty days following the issue date of the invoice. The following constitute a payment as defined by this clause: not simply the forwarding of a commercial paper or of a cheque involving an obligation to pay but payment thereof on the agreed due date. Payments made when ordering constitute advance payments of the price and in no way entail for the purchaser the option of backing out in return for relinquishment of the said payments. Should payments be made late, CEERAM can suspend all pending orders, without prejudice to any other course of action. CEERAM reserves the right to, at any time and depending on the risks run, suspend all payment periods in respect of its Products and insist upon payment in cash or by sight draft, before performance of orders it receives. Any and all sums unpaid on the due date indicated on invoices give rise by operation of law to the application of penalties of an amount equal to one and a half times the legal interest rate. No discounts are provided for should payment be received early. Should payment not be received,
forty-eight hours after a formal notice to perform is served which proves unsuccessful, a sale shall be terminated by operation of the law, with any advance payments remaining the definitive property of CEERAM, without prejudice to any and all other damages.

CLAUSE 6: LUMP SUM CONTRIBUTION

A lump sum contribution to expenses incurred during the course of the provision of Services shall be billed to the Client in respect of any and all samples on which it was not possible to successfully carry out an analysis for reasons that cannot be ascribed to CEERAM, or when the appropriate quality targets are not achieved.

CLAUSE 7: GUARANTEE

The Products are guaranteed for the period agreed at the time of delivery against all material defects, manufacturing defects, design and construction defects for scientific applications in laboratories. CEERAM shall not be held liable should the purchaser not be able to prove that it strictly complied with all instructions as regards storage, usage and with instructions for use recommended by CEERAM. The guarantee does not apply should a defect arise either out of material provided by the purchaser or out of changes or additions made without CEERAM’s express agreement. The guarantee does not cover defects which arise out of normal wear and tear of the Products, transportation, insufficient supervision or maintenance, incorrect or excessive use, handling mistakes, accidental occurrences and cases of force majeure. It is expressly agreed that CEERAM shall not be bound to any compensation of the purchaser in respect of any and all damages, such as, notably, shortfall in earnings, loss of use or of revenue, claims by third parties, and accidents affecting people.

CLAUSE 8: TITLE RETENTION

Notwithstanding the transfer of risks from the time of dispatch, it is expressly acknowledged that the dispatched products remain the property of CEERAM until the full sales price as well as interest, expenses and incidentals are paid by the purchaser. Until full payment of the price, the purchaser shall individualise the delivered products. Failing which, the products in inventory are deemed to be the last invoiced and shall be taken back at the purchaser’s expense and at the risk of the latter which undertakes to return them up to the amounts of unpaid invoices.

CLAUSE 9: FORCE MAJEURE

CEERAM is released from any and all obligations following a case of force majeure preventing the manufacture, the entry into France or the dispatch of the Products sold, as well as the performance of the Services offered. The following are notably deemed to be cases of force majeure: war, riots, fire, floods, strikes, accidents, the inability to obtain supplies, lock-outs and any other cause leading to CEERAM or the suppliers thereof not operating at all or operating partially. CEERAM shall keep the purchaser informed, in a timely manner, of the situations and events set forth above.

CLAUSE 10: RIGHTS AND INTELLECTUAL PROPERTY

The Client acknowledges that all intellectual property rights pertaining to the Products and Services (including, notably, any and all patents, drawings, designs, all copyrights, brands, trade names, applications for the registration of the abovementioned rights, technical data, trade secrets, unpatented know-how, any and all rights covered by confidentiality and other intellectual property rights of any kind, worldwide) (the “IP Rights”) are the property of CEERAM. The Client moreover acknowledges that it has no cause to use them apart from in the context of the use of the Products in accordance with any and all Agreements. The Client undertakes not to infringe the said IP Rights or to acquire or obtain any right howsoever pertaining to said IP Rights.
If, in the context of an Agreement, IP Rights concerning the Products or the Services are developed or modified by CEERAM and/or the Client, the said rights shall be, as and when they are created, the property of CEERAM. In relation to IP Rights, the Client acknowledges that CEERAM is a third party beneficiary of Agreements.

CLAUSE 11: INSURANCE

The CEERAM signed an insurance contract guaranteeing its Professional Civil liability. A certificate can be delivered on simple request.

CLAUSE 12: COMPETENT JURISDICTION

Should a dispute arise, the court with jurisdiction in the place in which CEERAM’s registered office is located shall be the sole competent. This allocation of jurisdiction is also valid should there be multiple defendants and for any and all applications, even incidental ones, in respect of joinders of third parties and proceedings against guarantors. Settlement by means of a draft does not give rise to a novation, or dispensation from this allocation of jurisdiction clause.

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