French Version: Conditions générales de vente

Details of the seller:

  • HYPHEN BioMed SASU with share capital of 8,427 840 €, with registered office 155 rue d’Eragny, 95000 Neuville-sur-Oise, registered under number 421 645 979 RCS Pontoise.
  • Unique identifier(s) assigned by the ADEME register:
    • Household Packaging and Graphic Paper Sector: (eco-organization Citeo) FR346287_01FZON

1. Application of the General Terms & Conditions:

These Terms & Conditions apply to all product sales (reagents, instruments and instrument-related accessories and consumables) entered into by HYPHEN BioMed with its customers, including its distributors. All orders placed with HYPHEN BioMed entail acceptance by the customer of these Terms & Conditions. The sales contract entered into between HYPHEN BioMed and the customer (hereinafter the “Contract”) will consist of the order, as accepted by HYPHEN BioMed, and these Terms & Conditions, and any other conditions agreed between the parties by contract. Any terms and conditions which may appear on the customer's documents or order forms, in particular the customer's general terms and conditions of purchase, shall not apply to the Contract unless otherwise agreed in writing by HYPHEN BioMed, and the customer hereby agrees not to rely on such terms and conditions when placing an order with HYPHEN BioMed.

2. Orders:

Orders placed by telephone must be confirmed in writing, either by mail or by e-mail, and be marked “confirmation of telephone order of (date)”. Orders are only final following acceptance in writing by HYPHEN BioMed and will become firm and irrevocable as of acceptance. HYPHEN BioMed's acceptance can also result from the delivery of the products ordered by the customer.

3. Payment:

3.1. The settlement of invoices related to the products must be made within 30 days following the date of the HYPHEN BioMed invoice issued upon delivery. HYPHEN BioMed nevertheless reserves the right to request the payment of any order in cash after analysing the credit situation of the customer.

3.2. In the event of any delay in payment, HYPHEN BioMed may, without prejudice to its other rights and remedies, nor with any formal notice being necessary, (i) suspend all pending orders, (ii) invoice late payment penalties as of the day following the invoice due date by applying to the amount including taxes an annual interest equal to the most recent reference rate applied by the ECB to its refinancing operations + 10 points, and (iii) apply a fixed compensation of €40 for recovery costs without prejudice to its right to claim any additional expenses incurred in recovery.

3.3. HYPHEN BioMed shall receive the amount of the invoice in full. Any cost, including banking fees or charges, which may be applicable to any payment means, shall be borne by the customer.

4. Price:

4.1. The prices of HYPHEN BioMed products are given excluding taxes. All taxes on turnover, value added, all registration fees, customs duties on imports or exports and, more generally, all taxes, duties, charges or fees charged by any governmental authority (including local or municipal authorities) on the products or their transport and any increase of the price of the products or the transport costs resulting therefrom are not included in the price of the products or their transport and will be payable by the customer in addition to the price, or, if they must be incorporated into the unit price, such price will be increased in proportion to their amount.

4.2. The prices shall be revised each year on 1st January. They can also be revised during the calendar year in case of modification of the needs of the customer or, subject to a prior notice of 15 days, in case of increase of production, manpower, transport (in particular of fuel) or energy costs or of the purchase price of raw materials, or in case of any modification of the import or export laws and regulations entailing an additional cost for HYPHEN BioMed (including the increase of customs duties), or any other change in circumstances unforeseeable at the time prices are communicated to the customer.

5. Deliveries:

5.1. Unless otherwise agreed between the parties, product deliveries will be made FCA from the laboratories of HYPHEN BioMed, 155 rue d’Eragny, 95000 Neuville-sur-Oise, Incoterms® 2020.

5.2. The contract of carriage will nevertheless be concluded by HYPHEN BioMed. For all deliveries (including to Metropolitan France), packaging and delivery/transport costs are borne by the customer. The cost of any special packaging (containers, insulators, dry ice or ice packs, temperature monitoring indicators, etc.), necessary for certain deliveries will be borne by the customer, irrespective of the amount of the order.

5.3. Irrespective of the shipping conditions, the goods travel at the risk and peril of the recipient, with no insurance subscribed by HYPHEN BioMed, from the above-named place of delivery in accordance with the FCA rule of Incoterms® 2020. In the event of loss or damage during transport, the customer must notify the carrier of any loss or damage noted within the deadlines and under the conditions set by law and immediately inform HYPHEN BioMed of such notification. If the customer fails to notify the carrier of loss or damage in transit within the legal time limits, the customer will be deprived of all rights and remedies in the event of non-conformity or defective products.

5.4. The delivery periods are indicative. HYPHEN BioMed shall have no liability to the customer for any delay in delivery, and the customer shall not be entitled to claim compensation for any damages whatsoever or to seek any other remedy provided by law. Except in cases of force majeure, the customer may however cancel the order if delivery is delayed by more than one month following the issue of a formal notice to HYPHEN BioMed remained without effect.

5.5. Unless expressly agreed between HYPHEN BioMed and the customer, no shipping will be made on a Friday because of the weekend and the risk of inappropriate storage.

6. Non-conformity – Claims – Liability:

6.1. HYPHEN BioMed warrants that its products are in conformity with the specifications indicated in the order and the order acceptance as well as in the HYPHEN BioMed catalogue.

6.2. Without prejudice to the customer's obligations under article 5.3, any claim for non-conformity or apparent defect must be sent by registered letter with acknowledgement of receipt by the customer to HYPHEN BioMed within 7 calendar days of delivery of the products for all reagents and within 12 months of delivery of the products in their original packaging to the end-user for all instruments, accessories or consumables (excluding reagents). Any claim for non-conformity or defect not apparent at the date of receipt of the products must be sent by registered letter with acknowledgement of receipt by the customer to HYPHEN BioMed within 7 calendar days from the date on which the non-apparent defects or non-conformities are discovered or should have been discovered, and in any event no later than 12 months from the date of delivery of the products in their original packaging to the end-user. In failing to notify claims within the aforementioned time limits or if the products have not been stored correctly packaged in their original packaging and in accordance with the conditions described by the manufacturer, the products delivered will be deemed to be in conformity with the order as regards their quantity and quality to the order and HYPHEN BioMed shall not be held responsible for any lack of conformity or defect.

6.3. No products may be returned without the prior consent of HYPHEN BioMed. Following the agreement of HYPHEN BioMed and the allocation of a return number, return will be carried out at the expense and risk of the customer. The use of reagents in their entirety entails the waiving by the customer of any claim for non-conformity.

6.4. The customer's rights, remedies and claims, in the event of breach of the warranty provided for in Article 6.1, for reagents, shall be limited, at the choice of HYPHEN BioMed, to the free replacement of products recognised by HYPHEN BioMed as non-conforming or defective or to their reimbursement by HYPHEN BioMed, to the exclusion of any other damages for whatever cause or prejudice.

6.5. The customer's rights, remedies and claims, in the event of breach of the warranty provided for in article 6.1, for the instruments, their accessories and consumables (excluding reagents) shall be limited to those granted by the manufacturer of these products, namely repair or replacement of the products or reimbursement of the price of the products, as the case may be, to the exclusion of all other damages for any cause or prejudice whatsoever.

6.6. The temporary immobilization of any instrument sold by HYPHEN BioMed and benefiting from the warranty shall under no circumstances give rise to compensation to the customer for any loss whatsoever.

6.7. HYPHEN BioMed shall not be held liable and the warranty provided for in this article 6 shall not apply in the event of (i) any accident or negligence in the use of the products, (ii) any usage, storage, maintenance or handling of the products that does not comply with the instructions of HYPHEN BioMed or industry standards, (iii) normal wear and tear, (iv) or in the event of any modification, repair or intervention from the customer or any other third party on the original products without HYPHEN BioMed's prior authorization, (v) use of reagents other than those supplied or approved by HYPHEN BioMed with any instrument or equipment sold by HYPHEN BioMed, or (vi) any other event beyond HYPHEN BioMed's reasonable control. Any intervention or repair of the products by HYPHEN BioMed in the cases referred to in this article 6.7 shall be invoiced to the customer at HYPHEN BioMed's current rate.

6.8. To the full extent permitted by law, no other warranty nor any other right, remedy or claim, including by law, than those mentioned in article 7.3 and this article 6 will be applicable in the event of product non-conformity or defect, in particular no warranty against hidden defects, eviction, of quality or conformity, or that the products are fit for any ordinary or particular purpose, and the customer hereby expressly waives any of such rights, remedies or claims. For customers which do not have an activity in the same area as HYPHEN BioMed, the legal warranty for hidden defects remains applicable subject to the conditions provided under articles 1641 and following of the French Civil Code. To the full extent permitted by law, the liability of HYPHEN BioMed in connection with or arising out of these Terms and Conditions or any Contract (irrespective of the basis of such liability, including any warranty) is in any event limited to the amount of the sums received by HYPHEN BioMed for the order in question; HYPHEN BioMed may in no case be held liable for any economic or intangible loss (including, but not limited to, any loss of profit, savings, business interruption or any loss arising from any third-party claim). The customer in this respect recognises that the prices set by HYPHEN BioMed take account of the exclusions and limitations of liability and warranty provided under these Terms & Conditions and that, consequently, it must assume liability or insure itself for any damage or loss related to such exclusions and limitations. These exclusions and limitations are also applicable to any recourse by the customer’s insurers, either by direct action or subrogation.

6.9. HYPHEN BioMed will be released from its obligations under the Contract in cases of force majeure. In addition to the cases provided by law, the following events will be deemed to be cases of force majeure: epidemics, war, riot, fire, floods, strikes, accidents, or the inability for HYPHEN BioMed to receive supplies or ensure delivery of the products under conditions equivalent to those in force at the time of the order or the fixing of prices and the terms and conditions of sale by HYPHEN BioMed, including in case of modification of the laws and regulations linked to the import or export of the products or the raw materials used for the manufacture of the products (including the increase of customs duties).

7. Intellectual property:

7.1. Except as provided in this article, the sale of the products shall not entail any assignment, license or other right to any intellectual property rights or know-how (including without limitation patents, trademarks, copyrights, designs, software, models, methods, plans, studies, technical documentation, manuals and documents related to the products) in the products or any components of the products (the "Components"), which shall remain the property of HYPHEN BioMed or its suppliers or other partners.

7.2. The end-user of the products shall have a right to use the Components for the life of the products in accordance with HYPHEN BioMed's instructions and solely for the purpose for which the products are intended. In particular, the customer is not authorized under the terms hereof to (i) make any temporary or permanent reproduction of all or part of the Components by any means whatsoever, (ii) translate, adapt, arrange or modify the Components, decompile, disassemble, reverse engineer or attempt to do so, analyze them in particular with a view to the creation of a similar product, (iii) correct or have corrected by a third party any anomaly or error in the Components, HYPHEN BioMed reserving this right alone.

7.3. HYPHEN BioMed only warrants that the products do not violate any intellectual property law in France. This warranty will not apply if the products are manufactured according to the specifications of the customer. In the event of any violation of intellectual property law, the warranty of HYPHEN BioMed will be limited, at the choice of HYPHEN BioMed, to the replacement of the products by non-infringing products, on acquisition at the expense of HYPHEN BioMed of the right to use the products by the customer, or to the reimbursement of the sums received by HYPHEN BioMed from the customer for the products in question.

8. Use and compliance with laws and regulations:

8.1. The use of the products by the customer shall in no way violate any law or regulation. The customer shall be solely responsible at its own cost for compliance with all laws and the requirements of all governmental authorities applicable in relation to the import, export, promotion, labelling, packaging, distribution, sale of the products and servicing of the instruments (including but not limited to the laws and regulations with regard to hazardous material and waste handling, environment, personal data protection, insider trading prohibitionand unfair competition). In particular, the customer shall comply with any instructions from HYPHEN BioMed concerning the dismantling and decontamination of products, available upon request.

8.2. Each party must comply with its legal obligations in terms of waste management. If the customer is a distributor, it undertakes in particular to inform end-users of take-back conditions and to take back used products in accordance with applicable laws and regulations. Used products which are to be taken back by the distributor must be returned to HYPHEN BioMed at the distributor's expense. HYPHEN BioMed is then responsible for returning the products to the manufacturer. In the event that the customer is an end-user and HYPHEN BioMed has an obligation to take back a used product in accordance with applicable laws and regulations, HYPHEN BioMed shall provide the end-user with a return slip free of charge, it being understood that the end-user shall comply with the dismantling and decontamination conditions as specified in article 8.1.

8.3. For all product sales by HYPHEN BioMed outside France, the customer will be solely responsible at its own cost and risk, for ensuring the conformity of the products with any law or regulation applicable to the use or sale of the products in the country of destination of the products; in particular, the customer must (i) ensure that, any translation, labelling, instructions for use or other information or warning concerning the Contract or the products conform with the applicable laws or regulations of the country of destination of the products and (ii) make any notification, declaration or registration or obtain any authorization or certificate from the competent authorities for the use or sale of the products in the country of destination.

9. Export control compliance:

The performance of the Contract is subject to compliance with applicable laws, regulations or orders of France, the European Union, Japan and the United States of America with regard to export and trade control, including those that may relate to the export of goods, software, technologies or technical information (regardless of whether tangible or intangible), such as, without limitation, Foreign Exchange and Foreign Trade Act/Regulations of Japan and Export Administration Act/Regulations of the United States of America, as amended from time to time, and the parties agree to comply with all such laws, regulations and orders.  Neither party will export, directly or indirectly, any goods, software, technologies or technical information (regardless of whether tangible or intangible) without first obtaining any required export license or government approval.  In the event any goods, software, technologies or technical information (regardless of whether tangible or intangible) is export-controlled, the party affected shall provide the other party with written notice containing the nature of the export-controlled goods, software, technologies or technical information (regardless of whether tangible or intangible), subject to export controls.   In addition, each party agrees that it will not use, transfer or convey (including by electronic transfer such as e-mail) to anybody any goods, software, technologies or technical information (regardless of whether tangible or intangible) obtained from the other party under the Contract for the purposes of developing, manufacturing or stockpiling any items which can be used for military purposes, war material or assimilated material, conventional weapons, nuclear weapons, nuclear explosive devices, chemical weapons, biological weapons or weapons delivery vehicles.

10. Retention of title:

UNTIL SUCH TIME AS THE CUSTOMER MAKES FULL PAYMENT OF THE PRICE (INCLUDING ANY PENALTIES FOR LATE PAYMENT), HYPHEN BioMed RESERVES THE RIGHT OF TITLE TO THE PRODUCTS SOLD, PERMITTING IT TO REPOSSESS SAID PRODUCTS. THE RISK OF LOSS OF OR DAMAGE TO THE PRODUCTS, AS WELL AS THE RISK OF ANY DAMAGE THEY MIGHT CAUSE, WILL NEVERTHELESS BE TRANSFERRED TO THE CUSTOMER AS OF DELIVERY OF THE PRODUCTS. THE CUSTOMER WILL CONSEQUENTLY, AT ITS EXPENSE, ARRANGE FOR THE INSURANCE OF THE PRODUCTS FOR THE BENEFIT OF HYPHEN BioMed UNTIL THE FULL TRANSFER OF TITLE, WITH PROOF OF INSURANCE PROVIDED ON DELIVERY UPON REQUEST. THE CUSTOMER ALSO UNDERTAKES TO STORE THE PRODUCTS SEPARATELY FROM ITS OTHER ASSETS AND CLEARLY IDENTIFY THEM AS BEING THE PROPERTY OF HYPHEN BioMed UNTIL FULL PAYMENT OF THE PRICE. THE CUSTOMER WILL HAVE THE RIGHT TO USE OR RESELL THE PRODUCTS IN THE NORMAL COURSE OF BUSINESS, BUT THIS RIGHT WILL CEASE IMMEDIATELY IN THE EVENT OF NON-PAYMENT OF ANY SUM DUE TO HYPHEN BioMed BY THE DUE DATE: HYPHEN BioMed MAY IN THIS CASE REPOSSES THE PRODUCTS.

11. Confidentiality:

Any information communicated by HYPHEN BioMed to the customer in connection with the Contract or the Components shall be confidential and shall not be communicated by the customer to third parties without the prior consent of HYPHEN BioMed.

12. Protection of personal data:

In connection with the performance of the Contract, HYPHEN BioMed may process personal data of the customer's employees or agents. Such processing shall be carried out in accordance with HYPHEN
BioMed's privacy policy, available at the following link: https://hyphen-biomed.com/privacy-policy. The customer undertakes to inform its employees or agents of such processing.

13. General:

13.1. If any provision of the Contract is declared invalid, void, ineffective or unenforceable, this will not affect the validity and enforceability of the other provisions and the parties will undertake to replace such provision with another valid provision which will have the closest possible economic effect.

13.2. The failure to exercise any right under this Contract will in no case entail the waiving of such right, which may subsequently be exercised by the party concerned.

13.3. Articles 1222 and 1223 of the French Civil Code (and as a result the price reduction provided under article 1217 of the French Civil Code) shall not be applicable to the Contract and may therefore not be invoked by the parties.

13.4 These General Terms and Conditions are drawn up in French and English. In the event of difficulty of interpretation, the French version shall prevail over the English translation.

14. Disputes:

14.1. The Contract will be subject to and interpreted in accordance with French law. The 1980 United Nations Convention on Contracts for the International Sale of Goods will not apply to this Contract.

14.2. ANY DISPUTE ARISING FROM OR IN RELATION TO THESE TERMS OR ANY CONTRACT WILL BE SUBJECT TO THE SOLE JURISDICTION OF THE COMMERCIAL COURT OF PONTOISE INCLUDING, BUT NOT LIMITED TO, ANY DISPUTE RELATING TO ITS INTERPRETATION, VALIDITY, PERFORMANCE OR TERMINATION, AND ANY SUMMARY PROCEEDINGS (PROCÉDURES EN RÉFÉRÉ) OR PROVISIONAL AND PROTECTIVE MEASURES (MESURES PROVISOIRES OU CONSERVATOIRES) NOTWITHSTANDING ANY NUMBER OF DEFENDANTS, ANY ACTION ON A WARRANTY OR GUARANTEE OR OTHER THIRD PARTY PROCEEDINGS AND ANY COUNTER-CLAIMS.

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