General terms and conditions of sale

This document is the translation of the French GTC. Only the French text will prevail in the event of a dispute.

Applicable from February 1, 2019

These General Terms and Conditions of Sale (hereinafter « GTCS ») govern the rights and obligations of contracting parties as part of sales of products to professionals (hereinafter «Customer ») by the company INTERSCIENCE, registered office:

30 Chemin du Bois des Arpents
F 78860 SAINT-NOM la Bretèche (France)
+33 (0)1 34 62 62 61
info@interscience.com
SARL under French law
Registred with the Versailles Trade and Companies Register under:
N° SIRET 950 356 220 000 26
VAT ID: FR52950356220

Any order placed with INTERSCIENCE by a customer is subject to these general conditions, to the exclusion of any other terms, in particular those, which appear on all the documents emanating from the Customer. Any order placed with INTERSCIENCE implies that the Customer has read and fully accepted all terms and conditions of these GTCS.

Preamble

INTERSCIENCE designs, manufactures and sells equipment (microbial colony counters, peristaltic pumps …) and consumables (blender bags … ) used in food, pharmaceutical, cosmetic, clinical, veterinary industry for collecting and testing any solid sample for its microbiological analysis.

Are excluded from these GTCS, specific services relative to these Products (leasing or maintenance contracts of INTERSCIENCE devices) ; they shall be the subject of specific contract and particular conditions.

Definitions

The following words and phrases in the present GTCS and in every contracted or future order between ISC and the Buyer have the meanings given below:

• Seller : INTERSCIENCE
• Customer or Buyer : legal entity, contracting partner of the Seller, who garantees to have the status of professional
• Final Customer : third party who is not the Buyer; person using the product purchased by the Customer
• Products: All products that are sold by the Seller and offered on its catalog or website www.interscience.com
• Delivery: means the initial delivery of the Products ordered by the Customer to the delivery address indicated during the order,
• Day: In the absence of any indication to the contrary, the word “Day” corresponds to the notion of calendar day.

INTERSCIENCE reserves the right to modify these conditions at any time. The applicable conditions are those in force when the quote is signed by the Customer or, in the absence of quote, at the date of the order.

Product characteristics

Photographic reproductions and illustrations of the catalog or of the website are proposed for information only: minor modifications that do not affect the substantial characteristics of the Products, can not engage the responsibility of INTERSCIENCE, nor authorize the contestation of a confirmed and validated order.
A feature expressly desired by the Customer must be specified on the Purchase Order, which will then be validated, or not, by INTERSCIENCE.

1. ART 1: Quotation - Order

All orders are on quotation request.
Any request for quotation can be made by the Customer from our salesmen or distributors or directly:

• by phone at 01 34 62 62 61
• by email at: info@interscience.com
• by regular mail to: INTERSCIENCE 30 chemin du Bois des Arpents 78860 Saint-Nom la Bretèche France, specifying the reference of each article and the desired quantity
  It is also possible to request a quote on the INTERSCIENCE website: www.interscience.com, “Contact” tab, “Info & Price request” section

The establishment of the estimate follows the receipt of this request for quotation. The quotation is sent directly to the Customer by email, in PDF format, and will specify: the references and quantities of the Products, the unit price excluding tax and, if appropriate, VAT in Euros (€), any discounts, an estimate of shipping costs and conditions of payment.
The quote mentions its period of validity.
The present GTCS will be annexed to the estimate.

The passage of the order by the Customer can be done in different ways:

• Either the estimate of INTERSCIENCE and the GTSC are returned, stamped, dated and signed accompanied by the mention “agreed and signed” to the postal address of INTERSCIENCE, 30 Chemin du Bois des Arpents 78860 Saint-Nom la Bretèche or by mail to: orders@interscience.com ;
• Either the Customer establishes a purchase order, according to its internal process, containing the elements (ref article, designation, quantity, PU HT, possible discount, total amount HT, VAT amount, amount inclusive of tax) of the estimate received from INTERSCIENCE. He returns it with the INTERSCIENCE GTSC stamped, dated and signed accompanied by the mention “agreed and signed” to the postal address of INTERSCIENCE, 30 Chemin du Bois des Arpents 78860 Saint-Nom la Breteche or by mail to the address:orders@interscience.com.
  The INTERSCIENCE sales department will validate this order form.

Upon receipt of the INTERSCIENCE quote and the GTSC signed by the Customer or upon receipt of the Customer order form and the GTSC signed by the Customer, an acknowledgment of receipt of the order is returned by email to the Customer within a maximum of two (2) days. This period can be extended in case of vacation, inventory or closing day periods. An estimated delivery time will be specified.
In case of acceptance of the quote and for orders less than one hundred and fifty (150) Euros excluding shipping costs, management fees for an amount of thirty (30) Euros excluding tax will be applied.

In case of return of the Product due to an error of order or change of opinion of the Customer, the conditions are as follows:
1- Assignment, by our department, of a return number or of a prior written consent
2- Application of a fee for inspection and re-stocking costs of 15% of the VAT value of the returned merchandise, excluding shipping costs, with a fifty (50) euros minimum will be charged.
3- INTERSCIENCE reserves the right to charge any damage to the Product or any missing item.
4- The unused and undamaged Product must be returned to us in its original packaging, accessories and documentation included according to the procedure specified in §5.4

2. ART 2: Prices

On quotations and order acknowledgments, the price of the Products is expressed in Euros and excluding value added tax and other taxes.
Prices do not include transport and insurance that is the responsibility of the Customer.
Any order delivered outside France may be subject to customs duties or various taxes according to the regulations in force in each country of destination: these are the responsibility of the Customer and are his responsibility. The Customer is also responsible for compliance with the specific formalities for importing the Products on its territory.
INTERSCIENCE reserves the right to change, at any time and without notice, the price of Products depending on, for example, changes in economic conditions or changes in commodity prices. This rate change does not apply to validated orders.

3. ART 3: Terms of payment - Penalties for late payment

3.1 Price and currency

The sales prices indicated on the quotations or order acknowledgments are expressed in Euros excluding taxes and delivery charges. As specified in Art.2 of these GTSC, INTERSCIENCE reserves the right to modify its rates at any time and without notice. Invoicing will be done at the rate of the validated order.

3.2 Terms and means of payment

Unless otherwise specified, our sales are payable in advance, on order.
In the event that the Customer benefits from specific payment terms and conditions, the payment period will be specified on the order acknowledgment and on the invoice.

Payments must be made in Euros (€) and by transfer to the INTERSCIENCE bank: CIC MONTAUBAN ENTREPRISES IBAN: FR76 1005 7190 5400 0196 9890 157 - SWIFT Code (BIC): CMCIF.

INTERSCIENCE considers payments made by the Customer final only after actual receipt of the amounts due.
In any case, bank charges and exchange fees incurred by the payment are the responsibility of the Customer.

3.3 Late payment

Payment on time is an essential obligation of the Customer.

In the event that the Customer benefits from deferred payment terms, the payment date is the allowed period calculated from the date of the invoice. It is further specified that any delay in payment of the Customer for any reason whatsoever, will be the cancellation of any payment period both for the past and including that which has been granted or granted to the Customer before the date of this eventual unpaid.

Late payment penalties are due the day following the settlement date on the invoice. Consequently, late penalties will be payable, in accordance with Article L. 441-6 of the French Commercial Code, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. In addition, a lump sum compensation for recovery costs, the amount of which is set at 40 euros, is due ipso jure to INTERSCIENCE. Where the recovery costs incurred exceed the amount of this lump sum indemnity, INTERSCIENCE may request additional compensation on justification.

In case of non-compliance with the above payment conditions by the Customer, INTERSCIENCE also reserves the right to suspend the delivery of orders in progress, to suspend the performance of its obligations and to cancel any discounts granted to the Customer.

4. ART 4: Delivery times

Delivery times indicated on the order acknowledgment are given as an indication.
Prior to any shipment, the Customer must inform the Seller of any regulatory or practical requirements for the transportation or customs clearance of the Products.

Delivery will be made at the delivery location indicated by the Customer, Products traveling at the risk of the Customer under the conditions specified in the order acknowledgment .
The responsibility of INTERSCIENCE will in no case be engaged in case of delay or suspension of delivery attributable to the Customer or in case of force majeure.

5. ART 5: Shipping and receiving procedures

Products shipped are packaged by us in special packaging adapted to products.

5.1. Reception and reservations

Upon receipt of the package, the Customer must check in the presence of the deliveryman the transport documents and the appearance of the pallets or packages. If the packages or pallets are damaged or if their external condition suggests that the Products may have been damaged, the Customer must make specific reservations on the carrier’s voucher (number of packages missing or damaged, type of damage found) and the where appropriate, take pictures of the packages concerned. Mentions “subject to unpacking or subsequent verification” have no legal value in the event of litigation and cannot be opposed to the carrier and to INTERSCIENCE. The Customer must send his reservations to the carrier by registered letter with acknowledgement within 3 days of delivery and inform INTERSCIENCE immediately.

5.2. Certificate accompanying the deliveries

The instruments are always delivered with certificates of conformity. Any duplicate request will be invoiced fifty (50) € without tax.
The delivered bags are systematically accompanied by irradiation certificates. Any duplicate request will be billed fifteen (15) € without tax.

5.3. Claim procedure

Any complaint relating, in particular, to an apparent defect, a reference error or a non-conformity of the Products with respect to the order must be sent to INTERSCIENCE by email at tech@interscience.com within eight (8) Days of receipt some products.

5.4 Return of goods procedure

Any return of merchandise for any reason (cancellation of order, return under warranty, …) must be subject to prior written authorization from INTERSCIENCE which will specify the terms of return. Unless otherwise instructed, the items will be returned to us in their original packaging, postage paid.

When a device has been used, the return will be conditioned to the obligation to provide a certificate of decontamination.

6. ART 6: Retention of title clause

The products remain the property of INTERSCIENCE until full payment if any, plus interest.

7. ART 7: INTERSCIENCE‘s liability – Warranty

7.1 The Customer is informed that he may decide to implement the guarantee against hidden defects of the thing sold within the meaning of Article 1641 of the French Civil Code. In this case, he can choose between the resolution of the sale or a reduction of the selling price in accordance with Article 1644 of the French Civil Code.

7.2 Contractual Guarantees
Some Products may benefit from a contractual warranty covering any manufacturing defect. This warranty, however, only applies to equipment that is to be maintained and repaired. The list of products covered by this guarantee is given in Annex 1.

7.2.1 Conditions for obtaining the warranty

This free one (1) year warranty runs from the date of receipt of the Product at the End Customer’s. The warranty period is extended from one (1) year to three (3) years for all models of the BagMixer and Scan ranges.
To benefit from the contractual guarantee, the Customer must complete online the warranty card supplied with the Product within ten (10) days of receipt of the Product by specifying the serial number of the device written on the packaging carton.
Without this registration, within the deadlines, the contractual guarantee cannot be invoked.

In exceptional cases (deferred installation, bulk purchase for several sites, purchase made on behalf of a Final Customer …) and on the express request of the Customer during the order, request validated in writing (mail, mail …) by the service Customer Support, the contractual warranty may begin at a date after delivery and corresponding to the actual installation of the device at the End Customer. Whatever the reason for this delay, the warranty start date may not exceed eighteen (18) months after the date of shipment from the factory.

7.2.2 Implementation of the warranty

Any request for intervention on a Product benefiting from the contractual guarantee must first be submitted to our Customer Support department (tech@interscience.com) for prior agreement and indication of return procedures. As part of this warranty, all shipping costs are the responsibility of the Buyer.

Any defect must be reported to Customer Support within ten (10) days of its appearance. If the Customer Support requires it, the Customer must justify the existence of the defect through screenshots, photos or videos.

Under the warranty, our obligation will be to repair or replace the defective Product or item. The intervention provided can not have the effect of prolonging the duration of the guarantee.

7.2.3 Warranty exclusions

Defects and damage caused by normal wear of the Product, by an external accident (incorrect assembly, faulty maintenance, abnormal use, lack of maintenance on the part of the Customer …) or in case of force majeure are excluded from the warranty.
The guarantee cannot intervene if the Products were used abnormally, or were used in conditions different from those for which they were manufactured, in particular in case of non-compliance with the conditions prescribed in the instructions use.
The guarantee also does not apply in case of deterioration or accident coming especially from shock, fall, negligence, lack of supervision or maintenance, or in case of transformation of the Product.

7.2.4 Availability of spare parts

The availability of spare parts we expect for a repairable product is 10 years from the date of manufacture. However, this availability is only guaranteed in the country where the product was purchased.

8. ART 8: Intellectual Property

All elements of intellectual property (including: illustrations, composition and texts of our catalog and our website, brands, domain names, products, video, software …) and industrial are protected and remain the full and entire property of ’Interscience. Any total or partial reproduction, modification or use of these elements for any reason whatsoever is strictly prohibited without the explicit, written and prior agreement of INTERSCIENCE. No assignment of intellectual property rights is carried out through these GTCS.

9. ART 9: Personnal data

In application of the French law n ° 78-17 of January 6th, 1978 relative to the data processing and the freedoms, the information which is requested to the Customer are those necessary to the only treatment of his order and are intended for the services of INTERSCIENCE. To the general data about the company, the personal data that can be collected are: first name, last name, title, function, personal email address, number of such personnel or direct line. They will be kept as long as necessary for the processing, the follow-up and the after-sale of the order.

During this period, INTERSCIENCE shall put in place all means capable of ensuring the confidentiality and security of the Customer’s personal data, so as to prevent their damage, erasure or access by unauthorized third parties.

INTERSCIENCE agrees not to sell, rent, assign or give access to third parties to your data without the prior consent of the Customer, unless forced to do so because of a legitimate reason (legal obligation, fight against fraud or abuse, exercise of the rights of the defense, etc.).

The Customer has a right of access, rectification, deletion, limitation, opposition, portability of personal data concerning him contained in the files of INTERSCIENCE.

The Customer also has the right to lodge a complaint with the Commission Nationale Informatique et Libertés (CNIL), in particular on its website www.cnil.fr.

For any information or complaint relating to data processing, the Customer may contact INTERSCIENCE by e-mail admin@interscience.com or by mail to the following address: INTERSCIENCE 30 Chemin du Bois des Arpents 78860 Saint-Nom-la-Breteche France.

10. ART 10: Force majeure

The Parties can not be held responsible if the non-execution or the delay in the execution of any of their obligations, as described in the present GTCS results from a case of force majeure such as strikes, freezing, fire, storm, flood, epidemic, supply difficulties, increase or shortage of raw materials, changes in standards and regulations in our industry or that of our suppliers or service providers, delayed delivery of our suppliers or subcontractors, even if they are only partial, and whatever the cause. … without this list being limiting.

If a case of force majeure continues beyond four weeks, the order can be cancelled by simple notification from our company and without any compensation from the buyer.

11. ART 11: Forced performance in kind

Notwithstanding the provisions of Article 1221 of the French Civil Code, the Parties agree that, in the event of failure of either Party to perform its obligations, the Party suffering the default may not request its execution.

12. ART 12: Independance of the provisions

If any of the stipulations of the present GTCS were to be declared void or not enforceable by a competent jurisdiction, then the stipulation(s) will be declared unwritten and will not result the nullity of the other stipulations. These Terms and Conditions will therefore continue to govern the commercial relationship.

13. ART 13: Applicable law - Language of the contract

These General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text will prevail in the event of a dispute.

14. ART 14: Disputes

The Parties will endeavor to settle all the different that may occur during the execution of the Contract within thirty (30) days of notification by sending a registered letter with acknowledgment of receipt by the Customer.

In the event that the Parties do not reach a friendly settlement, the dispute will be submitted to the Commercial Court of Versailles (France).

Annex 1: list of products benefiting from the contractual guarantee

• BagMixer range: MiniMix 100 -BagMixer 400 - JumboMix 3500
• Gravimetric Diluers: DiluFlow - DiluFlow Pro - DiluFlow Elite
• Peristaltic Pumps: FlexiPump - FlexiPump Pro
• Spiral range: easySpiral - easySpiral Pro - easySpiral Dilute
• Scan Range: Scan100-Scan 300 - Scan 500 - Scan 1200 - Scan 4000 – ScanStation
• Thermal sealing unit: BagSeal