Standard Terms and Conditions for the Supply of Laboratory Quality
Products and Services
V1.0 – 04/09/2024
“Agreement” means the relevant agreement with the Customer which shall consist of all Quotations accepted by the Customer;
“Customer/Buyer” means the company, organisation or individual which accepts the supply of Goods and/or Services;
“Goods/Products” means the goods, samples, services, equipment and materials including without limitation reference materials, certified reference materials, assay biochemical kits, chemical reference materials, laboratory supplies, biological materials, certificates of analysis, and safety data sheets to be provided to the Customer by FIANOVIS;
“Price” means the price agreed for the Goods and/or Services;
“Seller” means FIANOVIS.
2.1 Any order placed with FIANOVIS for products selected by the Customer irrevocably implies acceptance of these terms and conditions. These terms and conditions apply to all commercial operations, sales and deliveries. Additional, contradictory or deviating terms and conditions of sale do not apply, unless expressly agreed in writing with FIANOVIS.
Consequently, the Customer waives the right to invoke, in any form whatsoever, any clauses written on his own documents, whether printed or handwritten, if they are contrary to or different from the present terms and conditions.
The receipt of the products by the Customer or the commencement of the services provided hereunder shall constitute the Customer’s acceptance of this Agreement.
2.2 If any provision of the Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, either under enactment or rule of law, such provision or part shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remaining provisions of the Agreement shall not be affected.
2.3 Any waiver by FIANOVIS of any breach of, or any default under, any provision of any Agreement by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms or conditions of the Agreement.
2.4 No term or condition of the Agreement is enforceable by any person who is not a party to the Agreement and FIANOVIS and the Customer may exercise any rights they may have to amend or rescind the Agreement.
2.5 FIANOVIS contracts on the basis that the products delivered will be used for professional and not personal purposes.
FIANOVIS remains free to add, modify or delete products or a range of products from time to time, without informing the Customer.
All offers are subject to acceptance by FIANOVIS. All orders placed with FIANOVIS become final only after acceptance.
No contract is valid unless accepted by FIANOVIS, confirmed either in writing or by the shipment of products.
Orders may only be modified or amended by a written agreement countersigned by the purchaser and FIANOVIS, indicating precisely the specific modifications to be made and the impact on prices and delivery times.
Technical documents, product descriptions, catalogues and various brochures are approximate, non-contractual and not intended to serve as a warranty unless referenced, validated and notified as binding by the FIANOVIS director.
When the confirmation of purchase orders by the buyer contains erroneous information, material or calculation errors, it will not have contractual force and will not bind FIANOVIS.
All orders placed with FIANOVIS must be sent via its website https://fianovis.com/ or in writing (fax, email or mail) and must include the order number, the name and reference of the item, the quantity required and the buyer’s contact information: delivery address and billing address.
5.1 Unless otherwise agreed, products are delivered to the delivery address indicated by the Customer, from FIANOVIS premises. FIANOVIS reserves the right to charge shipping fees.
5.2 FIANOVIS reserves the right to make partial deliveries, invoiced separately or not. Deliveries are made according to product availability and delivery dates are given as an indication, unless expressly agreed otherwise. In this case, invoices are paid on the due date, regardless of subsequent deliveries.
5.3 In the event of late total or partial delivery, the Customer remains obligated to accept and pay on time for the remaining deliveries (unless partial delivery is not acceptable to the Customer and the Customer mentions this in writing on the order form), without FIANOVIS being liable for late delivery penalties or damages. Orders may only be cancelled or modified with FIANOVIS’ written consent and with payment of FIANOVIS’ cancellation fees (15% of the initial price) if applicable. FIANOVIS shall not be liable for any loss or damage resulting from any delay or failure to deliver for reasons beyond its reasonable control.
5.4 In the event that the Customer refuses to accept delivery of the merchandise, after notice of default, FIANOVIS will not be held responsible.
5.5 FIANOVIS declines all responsibility in the event of a delivery error due to an incorrect address on the order form.
5.6 FIANOVIS reserves the right to choose the carrier and method of transport, except in the case of a prior written agreement between the two parties.
5.7 The return of the products and the corresponding credit will only be possible after written agreement from FIANOVIS and the Customer will have to comply with all FIANOVIS instructions for this logistics (specialized carrier, packaging of the products, indicative duration of return).
5.8 The Customer may cancel an order placed for standard products listed in the product catalogue before pick-up for shipment. Cancellation of orders for custom-made products or products ordered from a third-party supplier specifically for the Customer is excluded.
5.9 Any Goods which are damaged, defective or incorrect when delivered to the Customer must be reported to FIANOVIS immediately and handled according to article 12 of these terms and conditions.
The prices published by FIANOVIS may be modified by the Seller at any time without prior notice. Goods are invoiced, including packaging, according to the price list in effect at the time the order is validated, unless otherwise agreed in writing. All quotations issued by FIANOVIS are valid for a period of 2 months unless otherwise stipulated in writing on the quotation or indicated as an annual offer.
The price of the products excludes VAT and other taxes or duties relating to the sale, delivery or use of any products. If the Customer claims an exemption, he must provide FIANOVIS with a valid and signed document certifying this exemption.
Our products and their transport are subject to VAT at the current rate of 20%.
Exports to European countries: “VAT exemption, article 262 ter, I of the CGI”.
Exports to non-EEC countries: “Exemption from VAT, article 262, I of the CGI”.
Exports to French overseas departments and territories: “Exemption from VAT, articles 262, I + 294-2 of the CGI”.
7.1 Unless otherwise expressly agreed with FIANOVIS, the Price shall be payable as follows:
(a) for customers who select to settle through their FIANOVIS credit account – within
30 (thirty) days of the date of FIANOVIS’ invoice; or
(b) for customers who select payment by credit card – the supplied card details will be charged at the time of placement of the order by Customer,
(c) for customers who request and accept an invoice – unless otherwise agreed, payment is due thirty (30) days from the invoice date without any deduction.
7.2 In accordance with article L.441.6, paragraph 12 and D.441.5 of the French Commercial Code, any invoice not paid within 30 days of its date of issue will give rise to the application of late payment interest at the rate of ten percent (10%) above the applicable base interest rate (ECB REFI rate). In addition, a fixed recovery indemnity of 60 Euros will be payable by operation of law. The right to claim other damages remains unaffected.
7.3 All payments will be made in the local currency of FIANOVIS, unless otherwise agreed in writing by both parties. Payment by credit card will be subject to the agreement of FIANOVIS.
7.4 All taxes (consumption, sales, indirect taxes, customs, fees and charges) imposed by the public authorities or related to the commercial operations between FIANOVIS and the Customer will be borne by the latter, in addition to the price indicated on the quotation, order or invoice. FIANOVIS is under no obligation to inform the Customer of any additional taxes or fees.
7.5 If the Customer fails to pay FIANOVIS any sum due pursuant to the Agreement then, without limiting any other right or remedy available to FIANOVIS:
(a) FIANOVIS may consider the sale cancelled or may cancel the Agreement and all other agreements with the Customer or suspend any further deliveries to the Customer without prejudice to the application of the retention of title clause;
(b) FIANOVIS may immediately demand payment of any other invoices not yet due, with liability to pay interest on sums due applying from the date of the demand; and
(c) the Customer will be liable to pay interest to FIANOVIS on such sum from the due date for payment of interest at the rate of ten percent (10%) above the applicable base interest rate (ECB REFI rate). In addition, a fixed recovery indemnity of 60 Euros will be payable by operation of law. The right to claim other damages remains unaffected.
Please note that if, during a previous order, the Customer has not fulfilled one of his obligations (late payment, for example), FIANOVIS may refuse the sale or request cash payment. No discount for cash or advance payment will then be granted.
7.6 If the financial situation of the Customer gives rise to justified concerns, FIANOVIS reserves the right, for current or future quotations and orders, to reconsider the terms of payment and special commercial conditions that FIANOVIS has agreed to, by requiring guarantees or terms of payment such as cash or advance payment (before delivery of the order).
FIANOVIS Goods are intended for laboratory use only and unless otherwise indicated are not to be used for any other purpose. Customer shall remain responsible for handling and use of any Goods supplied hereunder while in their control and in particular shall ensure compliance with all applicable law and regulation relating to the use, handling and disposal of the Goods.
The protocols for use of the products (leaflets, labels) have been drawn up and validated in accordance with the most consistent and repeatable official and private test results. These are general recommendations for the correct use of the reagents or equipment concerned. The recommended indications, volumes and precautions for use depend on the specific characteristics of the product and the analyses for which it is intended. It is imperative to carry out tests in accordance with GLP (Good Laboratory Practice) and to be vigilant with regard to specific elements that may interact. Failure to follow our recommendations or the use of any other product not recommended is the responsibility of the Customer.
FIANOVIS is not responsible for any hidden defect in the product within the meaning of Article 1641 of the French Civil Code.
In the case of defective products for which FIANOVIS obtains supplies from third-party suppliers, the third-party supplier’s warranty applies.
In the case of defective products for which FIANOVIS obtains its supplies from third-party suppliers, the Customer will only be entitled to request the transfer of any rights that FIANOVIS may have against the supplier.
FIANOVIS’ contractual and tort liability is limited to direct damages and in no event shall FIANOVIS be liable for consequential damages of any kind in connection with and/or arising out of the failure to use the products.
FIANOVIS warrants its products to operate or perform substantially in accordance with its published specifications and to be free from defects in materials and workmanship when put into normal, proper and intended use by qualified and/or trained personnel.
FIANOVIS shall not be liable for any loss of turnover, business profits, failure to achieve analysis or savings by the Customer, loss of the Customer’s product or any liability or gross negligence of the Customer in respect of such loss, or for any labour costs, damage or loss occasioned by the said products, including any personal injury or damage to property.
The means of transport, unless expressly requested by the buyer, will be chosen by FIANOVIS. Our products travel at the recipient’s risk (Art.100 of the French Commercial Code). It is therefore recommended that our Customer’s only discharge the carrier after ensuring that the shipment is complete and in perfect condition.
Transport within mainland France and Corsica: The buyer shall bear all risks that the goods may incur or cause, from the moment they are delivered EX WORKS (Incoterms revision 2020) and in accordance with these terms and conditions. This rule also applies in case of partial delivery or in case FIANOVIS assumes other services such as transportation costs. FIANOVIS reserves the right to charge for transportation costs.
FIANOVIS reserves the right to charge shipping fees. The Customer may choose to have his own carrier pick up the goods at FIANOVIS’ premises or to pick up the goods himself in accordance with FIANOVIS’ opening hours and the availability of the goods.
FIANOVIS shall insure the products at the request of the buyer against the risks indicated by the Customer. Any additional expenses incurred by FIANOVIS will be passed on to the Customer.
It is the sole responsibility of the Customer to protect his rights against the carrier, by expressing his reservations within the time limits and in the form established by the applicable rules.
Export transport: FIANOVIS sells its goods for export according to the DAP incoterm: Delivery At Place (DOM TOM, Europe, Third countries). A multimodal incoterm, DAP stipulates that FIANOVIS is responsible for transporting the goods to the agreed delivery point, and therefore assumes all costs and risks up to this point. The goods are made available to the Customer at the destination on the means of transport, without being unloaded. The Customer organises the unloading, carries out the import formalities and pays the duties and taxes due as a result of the import.
The Customer purchases products from FIANOVIS in its own name and for its own account. If the Customer resells these products, he does so in his own name and for his own account.
FIANOVIS remains the owner of its products until full payment of all receivables resulting from its business relationship with the Customer, even in the event of a payment extension. This clause does not prevent the risks of loss of the products from being transferred to the buyer upon delivery and for the duration of the retention of title. In fact, the Customer will have to pay the amount of the price of the products in the event of their disappearance, by accident or not.
FIANOVIS may enforce its rights under this retention of title clause, for any of its claims, on all products in the possession of the Customer, presumed to be those unpaid. FIANOVIS will have the right to claim and resell the products in compensation for unpaid invoices, without prejudice to any action or damages for total or partial non-payment.
The Customer may resell products subject to a retention of title clause only in the course of its business. The Customer shall not pledge, transfer by way of security or otherwise dispose of the reserved goods in a manner that would jeopardize FIANOVIS’ ownership.
In the event of seizure of the Products, the Customer shall inform third parties that the Products are the property of FIANOVIS and shall immediately notify FIANOVIS in writing, stating the complete circumstances. The costs incurred by the measures undertaken and resulting in the reclaiming of the Goods shall be borne by the Customer.
The Customer shall not remove any packaging or labels appearing on goods in its physical inventory that have not yet been paid for, nor shall the Customer mark or write on the reagent container or its packaging.
The delivery of a bill of exchange or any other instrument creating an obligation to pay does not constitute payment within the meaning of this provision.
The products sold by FIANOVIS are intended to be used for research purposes and laboratory tests and cannot be used for other purposes, unless otherwise indicated on any document communicated to the Customer. These products may not be used for in vitro diagnostics, in the manufacture of food, or pharmaceutical or cosmetic products.
The Customer assumes all risk and responsibility in connection with the receipt, handling, storage, disposal, use and any misuse or other wrongdoing with respect to the products supplied hereunder. The Customer agrees that any handling or other activity undertaken in its laboratory with these products will be conducted in compliance with all applicable laws and regulations.
The absence of reservations upon receipt of the Goods by the Customer or his representative extinguishes any claim relating to apparent defects.
If the Customer has not performed a quality control of the goods or if, after having done so, he has tampered with the goods, FIANOVIS is not responsible for any damage resulting from the use of the goods.
In the event that the goods are not used for a purpose or according to a process usually accepted for products of the same type or for a purpose expressly accepted by FIANOVIS (by written agreement), no claim will be admissible.
Any claim not received by FIANOVIS within fifteen (15) days from the date of delivery will not be considered.
Following any claim received within this period, FIANOVIS will replace or reimburse, at its discretion, any goods found to be non-conforming or suffering from a latent defect, excluding any damages or interest.
In the event of a complaint regarding the reagent/product, the Customer must send FIANOVIS a completed complaint form detailing the problem, the results of the tests and controls, and the procedure used. FIANOVIS will provide the Customer with the procedure and the claim form upon request.
Product return policy: The Customer must obtain prior authorization from FIANOVIS customer service for the return of the goods in question. Products delivered by FIANOVIS cannot be returned to FIANOVIS by the buyer in the following cases: products that are no longer available, personalized or custom-made products, refrigerated products whose temperature is controlled, obsolete, faded, worn, deformed, annotated or labeled products (by the Customer), products whose expiration date is too close for the product to be put back on sale.
If FIANOVIS is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Goods and/or Services or if the supply of the Goods and/or Services is prevented or hindered by reason of any cause beyond FIANOVIS’ reasonable control (which shall notably include without limitation the total or partial stoppage of supplies, carrier failure, fire, flood and other natural disasters, failure of our suppliers to meet their obligations, failure to obtain export licenses or import authorizations, acts of government, machinery breakdown, explosion, lockout, total or partial strike, wars, riots and disturbances, embargoes), FIANOVIS may cancel the Agreement and such cancellation shall not give rise to any claims by the Customer provided that the Customer shall remain liable to pay for the Goods and/or Services supplied prior to the date of such cancellation.
FIANOVIS shall promptly notify the Customer of any such interference that is likely to delay, prevent or render economically exorbitant the execution of our commitments, as well as, but not limited to, giving a detailed description, the date of the event and the estimated duration.
FIANOVIS will be entitled to terminate the contract if such interference persists for more than ninety (90) days and FIANOVIS is no longer interested in performing the contract. At the end of this period, FIANOVIS may, at the request of the Customer, either exercise its right to terminate or deliver the Products within a reasonable period of time.
FIANOVIS shall in no event be liable to the Customer for any claim, damage, expense, cost, related to the inability of FIANOVIS to deliver the products in a timely manner or to fulfill its productions and orders due to any event or cause cited in paragraph 1 of this article.
The Customer acknowledges that all products, documents and technical information supplied by FIANOVIS or its third party suppliers are subject to applicable export controls. The Customer shall comply with all applicable laws, regulations, treaties and conventions relating to the export, re-export and import of any product. The Customer shall refuse, without the authorization of the appropriate governmental authorities, to export or re-export the said product, to export or re-export distribute or supply any product to a country under restriction/embargo or to a natural or legal person having no longer or in a restricted way the right to take part in the export (decision of the competent authorities).
FIANOVIS will not be held liable by the Customer (its employees, consultants, agents, customers) for any violation of the restrictions mentioned in this paragraph.
The Customer shall use reasonable endeavours to keep confidential for a period of five (5) years from the acceptance date of the supply of Goods and/or Services any confidential information (oral or written) provided or disclosed by or on behalf of FIANOVIS (including FIANOVIS’s business finances, product development, marketing, sales plans, know-how, special discounts, special project pricing, contracts and any other information considered confidential by FIANOVIS). This clause shall not apply to any information which at the time of disclosure is (or subsequently becomes) published or generally available to the public (other than as a breach of the receiving party’s obligation under this clause), which at the time of disclosure was already in the possession of the Customer (other than under an obligation to the disclosing party), which subsequently legally comes into their possession from another source, which was independently developed, or which is required to be disclosed in order to comply with a legal requirement.
Unless otherwise agreed in writing, the ownership of any and all rights in and to any data, results, reports, certificates of analysis, safety data sheets, copyright, patents, designs, conceptual solutions, analyses, processes, techniques, methodologies, inventions, software, databases, know-how, confidential information, and any other rights in intellectual property (whether registered or unregistered) (“IP”), other than third party rights, arising as a result of FIANOVIS providing the Goods, this IP shall remain vested in FIANOVIS.
The Customer shall not without the prior written consent of FIANOVIS use, exploit, divulge, or disclose to third parties any FIANOVIS IP which may be communicated to or gained by the Customer in connection with or as a result of FIANOVIS providing the Goods, save that FIANOVIS shall grant the Customer a non-exclusive non-transferable, non- sublicensable right to use the IP in any Goods provided by FIANOVIS to the Customer in accordance with the terms of this Agreement.
FIANOVIS is responsible for processing personal data within the meaning of Regulation (EU) 2016/679, known as the General Data Protection Regulation or GDPR, relating to the collection and processing of personal data.
The Customer can access FIANOVIS’ privacy notice on its website https://fianovis.com/.
The Customer undertakes to provide accurate information that does not prejudice the interests and rights of third parties. The Customer shall comply at all times with its obligations under the Data Protection Laws and warrants to FIANOVIS that it has secured all necessary consents where providing Personal Data of third parties to FIANOVIS in connection with the provision of Goods. The Customer shall indemnify FIANOVIS in the event of any loss or damage (of any nature) incurred by FIANOVIS as a result of the Customer’s failure to comply with this Clause 17.
Any dispute relating to the present contract shall fall within the exclusive jurisdiction of the Commercial Court of Lyon (France), even in the event of contrary conditions contained in our Customers’ commercial documents.
Should our Customers be summoned by a third party to appear before a court, they hereby waive their right to summon our company as guarantor before another court. French law will apply.
Any action arising from this agreement must be brought within one (1) year of the date on which the cause of action arose.
In the event that one or more of the provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable to any extent, the validity, legality and enforceability of the remaining provisions hereof shall remain in full force and effect, unless such revision materially changes the parties’ agreement.
FIANOVIS’ failure to enforce, or FIANOVIS’ waiver of, any breach of any provision of this Agreement shall not constitute a waiver of any other breach of such provision.
