These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") govern the rights and obligations of the parties in connection with the sale of Products by Interscience to professionals (hereinafter referred to as "Customer") :

30 Chemin du Bois des Arpents
F 78860 Saint-Nom la Bretèche (France)
+33 (0)1 34 62 62 61
info@interscience.com
SARL with capital of 33 539, - Euros
Registred with the Versailles Trade and Companies Register :
No SIRET 950 356 220 000 26
VAT No : FR52950356220

Any order placed with Interscience by a Customer is subject to these terms and conditions to the exclusion of all other stipulations, in particular those appearing on any documents issued by the Customer. By placing an order, the Customer declares and acknowledges that he/she is fully aware of these terms and conditions and accepts them in their entirety.

Preamble

Interscience designs, manufactures and sells equipment (microbial colony counters, laboratory blenders, peristaltic pumps, etc.) and consumables (blender bags, etc.) used in the food, pharmaceutical, cosmetics, clinical and veterinary industries to collect and test any solid sample for microbiological analysis.

Specific services relating to these Products or Services may be the subject of a specific contract and Special Conditions. Where they derogate from the GCS, the Special Conditions take precedence over the General Purchasing Conditions and other contractual documents. The Special Conditions, the General Purchasing Conditions and the other contractual documents constitute the entire agreement between our company and the supplier.

Definitions

The following terms shall have the meanings set forth below in these General Terms and Conditions of Sale and in any order contracted or to be contracted between Interscience and the Purchaser :

• Seller : Interscience
• Customer or Buyer : legal entity, co-contractor of the Seller, which guarantees to have the quality of a professional,
• Final Customer : third party who is not the Buyer ; person using the product purchased by the Customer.
• Products : All products sold by the Vendor and offered in its catalog or on its website www.interscience.com.
• Services : All services offered by the Vendor (IQOQ, preventive and/or corrective maintenance, etc.) on its catalog, website www.interscience.com or on a specific offer sent to the Customer.
• Delivery : means the initial delivery of the Products ordered by the Customer to the delivery address indicated at the time of the order,
• Days : unless otherwise specified, the term "Day" refers to the notion of calendar day.

Interscience reserves the right to modify these conditions at any time. The applicable conditions are those in force at the time of signature of the quotation by the Customer or, in the absence of a quotation, at the date of the order..

Product characteristics

Photographic reproductions and illustrations in the catalog or on the site are provided for information only : Interscience cannot be held responsible for minor modifications that do not affect the substantial characteristics of the Products, nor can Interscience be held liable for an order that has been confirmed and validated.
A characteristic expressly requested by the Customer must be specified on the Purchase Order, which will then be validated or not by Interscience.

1. Article 1 : Quotations - Orders

All orders are placed on the basis of a quotation.
Any request for a quotation may be made by the Customer to our sales representatives or distributors or directly :

• by phone on +331 34 62 62 61
• by email to : info@interscience.com
• by post to : Interscience 30 chemin du Bois des Arpents 78860 Saint-Nom la Bretèche (France),
  specifying the item reference and quantity required.
  You can also request a quotation on the Interscience website : www.interscience.com, "Contact" tab, "Information request" section.

Once we have received your request for a quote, we will draw it up. The quotation is sent directly to the Customer and will specify : the references and quantities of the Products, the unit price excluding VAT and including VAT (where applicable) denominated in Euros (€), an estimate of shipping costs and the terms of payment.
The quotation shall state its period of validity.
The present General Terms and Conditions are attached to the quotation.

The Customer may place an order by different means :

• Either Interscience’s quotation and the GTC are returned, stamped, dated and signed with the mention "bon pour accord" to Interscience’s postal address, 30 Chemin du Bois des Arpents 78860 Saint-Nom la Bretèche (France), or by email to : orders@interscience.com ;
• Or the Customer draws up a purchase order according to his internal process, taking up the elements (item number, description, quantity, price excluding VAT, possible discount, total amount excluding VAT, amount including VAT) of the quotation received from Interscience. He returns it with Interscience’s stamped, dated and signed General Terms and Conditions of Sale, together with the words "bon pour accord" to Interscience’s postal address, 30 Chemin du Bois des Arpents 78860 Saint-Nom la Bretèche (France), or by e-mail to : orders@interscience.com.
  Interscience’s sales department will validate the order form.

This procedure applies to certain customers who order from a pre-established price list. The terms and conditions in force are those in effect at the date of the order and not at the date of transmission of the price list.
On receipt of the Interscience quotation and the GTC signed by the Customer, or on receipt of the Customer order form and the GTC signed by the Customer, an acknowledgement of receipt of the order is returned by email to the Customer within a maximum of two (2) days during normal business periods. This period may be extended during vacation periods, inventories or company closures. An estimated delivery time will be specified.
In the event of acceptance of the quotation and for orders of less than one hundred and fifty (150) Euros excluding VAT and excluding shipping costs, a handling charge of forty (40) Euros excluding VAT will be applied.

In the event of a request to return a Product following an order error or a change of mind by the Customer, the conditions are as follows :
1- our services will issue a returns number or a written authorization,
2- application and invoicing of a flat rate for inspection and restocking costs of 15% of the value of the returned goods, excluding VAT, excluding delivery costs, with a minimum of 50 euros excluding VAT,
3- Interscience reserves the right to charge for any damage to the Product or any missing item.
4- The unused and undamaged Product must be returned to us in its original packaging, including accessories and documentation, in accordance with the procedure in §5.5.

2. Article 2 : Prices

On quotations and order acknowledgements, the price of Products is stated in Euros and excludes VAT.
Prices do not include transport and insurance, which are the responsibility of the Customer.
Any order delivered outside France may be subject to customs duties or various taxes depending on the regulations in force in each destination country : these are the responsibility of the Customer. The Customer is also responsible for complying with the specific formalities for importing Products into its territory.
Interscience reserves the right to modify, without notice and at any time, the price of the Products according, for example, to changes in economic conditions or variations in the price of raw materials. This price change does not apply to validated orders.

3. Article 3 : Terms of payment - Late payment penalties

3.1 Prices and currency
Sales prices indicated on quotations or order acknowledgements are expressed in Euros excluding taxes and delivery charges. As specified in Art.2 of these GCS, Interscience reserves the right to modify its prices at any time and without notice. Invoicing will be based on the price of the validated order.

3.2 Payment terms and methods
Unless otherwise agreed, our sales are payable in advance, when the order is placed.
Should the customer benefit from special payment conditions, these will be specified on the order acknowledgement and on the invoice.

Payments must be made in Euros (€) and by bank transfer to INTERSCIENCE’s bank :

CIC MONTAUBAN ENTREPRISES
IBAN : FR76 1005 7190 5400 0196 9890 157
BIC Code (Swift address) : CMCIFRPP

Payments made by the Customer are considered final only after effective collection of the sums due by Interscience.
In any event, bank charges and exchange fees incurred by the payment shall be borne by the Customer.

3.3 Late payment
Timely payment is an essential obligation of the Customer.

In the event that the Customer benefits from payment terms, the Payment Date corresponds to the agreed term calculated from the invoice date. It is furthermore specified that any delay in payment by the Customer for any reason whatsoever, shall constitute cancellation of all payment terms, both for the future and for the past, including those granted or agreed to the Customer prior to the date of any such non-payment.

Late payment penalties are payable on the day following the payment date shown on the invoice. In accordance with legal provisions and Article L. 441-10 of the French Commercial Code, late payment is subject to a flat-rate penalty of €40 due automatically to Interscience, to which will be added penalties equal to three times the legal interest rate after formal notice.
When the collection costs incurred exceed the amount of this fixed indemnity, Interscience may request additional compensation upon justification.

In the event of non-compliance with the above terms of payment by the Customer, Interscience further 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. Article 4 : Delivery times

The delivery times indicated on the order acknowledgement are given for information only. Prior to any shipment, the Customer shall inform the Vendor of any regulatory or practical requirements for the transport or customs clearance of the Products.

Delivery will be made to the place of delivery indicated by the Customer, and the Products will travel at the Customer’s risk, in accordance with the conditions specified in the order acknowledgement.
Interscience cannot be held liable in the event of delay or suspension of delivery attributable to the Customer or in the event of force majeure.

5. Article 5 : Transport and reception conditions

The Products shipped are packaged by us in specific packaging adapted to the Products.

5.1. Receipt and reservations
Upon receipt of the package, the Customer must check the transport documents and the external appearance of the pallets or packages in the presence of the delivery person. If the parcels or pallets are damaged, or if their external condition suggests that the Products may have been damaged, the Customer must make precise reservations on the carrier’s delivery note (number of missing or damaged parcels ; type of damage noted) and, if necessary, take photos of the parcels concerned. The words "subject to unpacking or subsequent verification" have no legal value in the event of a dispute and cannot be used against the carrier or Interscience. The Customer must address his reservations to the carrier by registered letter within 3 Days of delivery and inform Interscience immediately.

5.2 Equipment shipped in packaging with shock indicators :
Some equipment is shipped in packaging fitted with shock detectors. In these cases, prior instructions for receipt will be sent to the Customer. It is compulsory for the Customer to send a photo of the detectors, whether they are intact or have been activated, on receipt : this photo will determine access to the warranties (see § 7 Warranties). If the shock indicator has been activated, the Customer must refuse the equipment.

5.3. Delivery certificate
Instruments are systematically delivered with certificates of conformity. Any request for a duplicate will be invoiced at fifty (50) € excluding VAT.
Delivered bags are systematically accompanied by irradiation certificates. Any request for a duplicate will be invoiced at fifteen (15) € excluding VAT.

5.4. Complaints procedure
Any complaint concerning, in particular, an apparent defect, a reference error or non-conformity of the Products in relation to the order must be sent to Interscience by e-mail to tech@interscience.com within eight (8) Days of receipt of the Products.

5.5 Return procedure
Any return of merchandise for any reason whatsoever (cancellation of order, return under warranty, ...) must be subject to Interscience’s prior written authorization, which will specify the terms of return. Unless otherwise instructed, items must be returned in their original packaging, carriage paid.

If a device has been used, a decontamination certificate must be provided before it can be returned.

6. Article 6 : Reservation of ownership

Products remain the property of the Vendor until full payment has been received.

7. Article 7 : Interscience‘s liability – Warranty

7.1 The Customer is informed that he may decide to invoke the warranty against hidden defects of the thing sold as defined in Article 1641 of the Civil Code. In this case, the customer may choose between rescinding the sale or reducing the purchase price in accordance with article 1644 of the French Civil Code.

7.2 Contractual warranties
Certain Products may benefit from a contractual warranty covering any manufacturing defect. However, this warranty only applies to equipment intended for maintenance and/or repair. The list of products covered by this warranty is given in Appendix 1.

7.2.1 Warranty conditions
This free one (1) year warranty runs from the date of receipt of the Product by the End Customer. It covers only spare parts and labor and does not cover shipping or technician travel costs. The warranty period is extended from one (1) year to three (3) years for all BagMixer and Scan models.
To benefit from the contractual warranty, the Customer must complete the warranty card supplied with the Product online, within ten (10) days of receipt of the Product, specifying the serial number of the machine written on the back of the machine. Failure to register within this period will invalidate the contractual warranty.
To benefit from the warranty, ScanStation products must be installed by Interscience or an installer duly authorized by Interscience.

In certain exceptional cases (deferred installation, group purchase for several sites, purchase made on behalf of an end customer, etc.) and at the express request of the customer at the time of ordering, a request validated in writing (e-mail, letter, etc.) by the Customer Support department (tech@interscience.com), the contractual warranty may begin on a date subsequent to delivery and corresponding to the actual installation of the device at the end customer’s premises. Whatever the reasons 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 to work on a Product covered by the contractual warranty must first be submitted to our Customer Support department (tech@interscience.com) for prior agreement and details of the return procedure. Under this warranty, all shipping and/or travel costs are at the purchaser’s expense.

All defects must be reported to Customer Support within ten (10) days of their appearance. If Customer Support so requires, the Customer must justify the existence of the defect by means of screenshots, photos or videos.

Under the warranty, our obligation is to repair or replace the defective Product or component. The intervention provided shall not have the effect of extending the warranty period.

7.2.3 Warranty exclusions
Defects and deterioration caused by normal wear and tear of the Product, by an external accident (incorrect assembly, faulty maintenance, abnormal use, lack of maintenance on the part of the Customer, etc.) or in the event of force majeure are excluded from the warranty.
The warranty shall not apply if the Products have been subjected to abnormal use, or have been used in conditions other than those for which they were manufactured, in particular if the conditions prescribed in the instructions for use have not been observed.
Nor does the warranty apply in the event of deterioration or accident resulting in particular from impact, dropping, negligence, lack of supervision or maintenance, or in the event of transformation of the Product or intervention by an unauthorized third party.
It will not apply to Equipment shipped in packaging fitted with shock indicators if the acceptance procedure described in §5.2 has not been followed.

7.2.4 Availability of spare parts
The availability of spare parts that we anticipate for a repairable product is 10 years from its date of manufacture. Failing this, an alternative solution will be proposed. However, this availability is only guaranteed in the country where the product was purchased.

8. Article 8 : Intellectual property

All elements of intellectual property (in particular : illustrations, composition and texts of our catalog and website, trademarks, domain names, Products, video, software ... ) and industrial property are protected and remain the full and complete property of Interscience. Any total or partial reproduction, modification or use of these elements for any reason whatsoever is strictly forbidden without the explicit, written and prior agreement of Interscience. No transfer of intellectual property rights is made through these GTC.

9. Article 9 : Personnal data

In application of the French law n°78-17 of January 6, 1978 relating to information technology and civil liberties, the information requested from the Customer is that which is necessary for the sole purpose of processing the Customer’s order and is intended for use by Interscience. In addition to general company data, the personal data that may be collected are : first name, surname, title, position, personal e-mail address, personal telephone number or direct line. They will be kept as long as necessary for the processing, follow-up and after-sales service of the order.

During this period, Interscience implements all appropriate means to ensure the confidentiality and security of the Customer’s personal data, so as to prevent their damage, deletion or access by unauthorized third parties.

Interscience undertakes not to sell, rent, transfer or give access to third parties to your data without the prior consent of the Customer, unless compelled to do so for a legitimate reason (legal obligation, fight against fraud or abuse, exercise of rights of defense, etc.).

The Customer has a right of access, rectification, deletion, limitation, opposition and portability of personal data concerning him/her in Interscience’s files.

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 post at the following address : Interscience 30 Chemin du Bois des Arpents 78860 Saint-Nom-la-Breteche (France).

10. Article 10 : Force majeure

The Parties shall not be held liable if the non-performance or delay in performance of any of their obligations as described in these GCS is due to a case of force majeure such as strikes, frost, fire, storm, flood, epidemic, supply difficulties, increase or shortage of raw materials, changes in standards and regulations in our industry or those of our suppliers or service providers, late delivery by our suppliers or subcontractors, even if only partial, and whatever the cause... without this list being limitative.

If a case of force majeure continues for more than four weeks, the order may be cancelled by simple notification from our company, without any compensation to the purchaser.

11. Article 11 : Compulsory performance in kind

Notwithstanding the provisions of article 1221 of the French Civil Code, the Parties agree that in the event of either Party failing to meet its obligations, the Party suffering the default may not request compulsory performance.

12. Article 12 : Autonomy of provisions

Should any of the stipulations of these GTS be declared null and void or unenforceable by a competent court, the stipulation(s) shall be declared unwritten and shall not entail the nullity of the other stipulations. The present GCS will therefore continue to govern the commercial relationship.

13. Article 13 : Applicable law - Contract language

The present General Terms and Conditions of Sale and the purchase and sale transactions arising therefrom are governed by French law. They are written in French and translated into English. In the event of translation into one or more languages, the French text shall prevail in the event of litigation.

14. Article 14 : Disputes

The Parties shall endeavor to settle all disputes that may arise during the performance of the Contract within thirty (30) days of notification by registered letter with acknowledgement of receipt by one of them of the need for an amicable agreement. Should the Parties fail to reach an amicable settlement, the dispute will be referred to the Versailles Commercial Court.

Appendix 1 : List of products covered by the contractual warranty

• 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 - easySpiral Pro Milk
• Scan Range : Scan 50 - Scan 300 - Scan 500 - Scan 1200 - Scan 4000 – ScanStation
• Petri dish labeling solution : dataLink pro
• BagSeal heat sealer
• Laboratory accessories