- APPLICATION AND INTERPRETATION
These general terms and conditions alone govern all contractual relations between Bio-X Diagnostics and the purchaser. The general and special conditions of the purchaser are not enforceable with respect to Bio-X Diagnostics. Acceptance of the order form shall automatically mean acceptance of these general terms and conditions. Only the special conditions specified on the contract or agreed in writing between the parties may depart from them.
Depending on the context and except in the event of a stipulation to the contrary, (i) the term “purchaser” in these general conditions shall be interpreted as also meaning any prospect, buyer, customer, importer, exporter, distributor or any party entering into an agreement with Bio-X Diagnostics; (ii) the term “contract” as also any offer, proposal, order form, sales, delivery, distribution contract or any agreement between the parties; (iii) the term “products” also as any diagnostic kits, components, items, packaging, boxes and other accessories or products manufactured or supplied by Bio-X Diagnostics.
- ORDERS AND CONFIRMATIONS
All offers are made without engagement. Offers are valid for a maximum period of 30 days from the date of the offer, unless otherwise explicitly agreed. Any information and data contained in Bio-X Diagnostics’ product information, material and price lists are given for information only. Product specification and prices can be modified at any time without prior notice.
All orders made in writing or orally shall be confirmed by Bio-X Diagnostics by letter, fax or mail. No order will be registered without complete references of the purchaser (Name of the company, address, phone number, fax number, V.A.T. number, delivery address, name of a contact person).
- PRICE, PAYMENT AND BILLING
Prices are computed exworks (EXW – Incoterm CCI 2000), excluding special packaging, transport, insurance, storage, loading or unloading, VAT, export or import customs duties, excise or any other taxes, costs, fines, penalties or interest thereon that are not expressly specified in the contract.
Except otherwise agreed by the Parties, payments shall be made in Euros through an irrevocable and confirmed letter of credit in favor of Bio-X Diagnostics, that shall be issued by a first class bank at the purchaser’s expense and that shall have a validity period covering the performance period of all obligations by the parties, except otherwise agreed by all parties. This validity period shall be extended at the purchaser’s expense in case the performance of the contract is delayed for any reason. In the event that the bank guarantee has been excluded in writing by the parties, payments shall be made by SWIFT wire transfer to such account specified on the invoices, within 30 days from the dates of the invoices. Except if otherwise specified.
Any payment – which is not paid on the due date, nor in accordance with the conditions specified in the contract or invoices – shall accrue interest at a rate of 1 % per month, with a minimum of 250 EUR per breach, without prejudice to the right to reimbursement of the costs or compensation for any actual damage. A started month of delay shall be considered to be an entire month of interest. In case of no payment on the due dates, Bio-X Diagnostics reserves the right to suspend any of its own obligations until any payment in Bio-X Diagnostics’s account is made by the purchaser; or to terminate the agreement between the parties, and keep all installments or payments already made by the purchaser to Bio-X Diagnostics, without prejudice to the right to reimbursement of the costs or compensation for any actual direct or indirect damage resulting from a delay of payment, including loss of production or loss of earnings, suffered by Bio-X Diagnostics, its customer, or by a third party.
Title of the products shall pass from Bio-X Diagnostics to the purchaser once the purchaser has paid the price in full, although the products may have been already delivered to the purchaser. The purchaser shall not dispose of, nor sell, nor transfer the products as long as all sums due and owing have not been paid in full to Bio-X Diagnostics.
Products are packaged for transport by first-class mail or express courier. Except otherwise agreed by the parties, the products shall be delivered to and received by the purchaser at the Bio-X Diagnostics’s premises (EXW – Incoterm CCI 2000). Risk of loss shall pass from Bio-X Diagnostics to the purchaser upon loading by the purchaser or by its carrier from the Bio-X Diagnostics’s factory. Any costs or fees related to transport and delivery, including packaging, insurance, storage, loading and downloading of the products shall be borne exclusively by the purchaser.
Bio-X Diagnostics shall ensure the availability of the products on the dates and according to the conditions agreed by the parties. These delivery dates are not strictly the rule. Bio-X Diagnostics shall be liable only if the delay is the exclusive and direct consequence of a gross misconduct of Bio-X Diagnostics. The purchaser has no right to refuse the products, to claim for damages or to terminate the contract because of a delivery delay.
In the event that the purchaser refuses or delays loading or receiving the products, he shall make the payments in accordance with the terms and conditions initially agreed by the parties, and reimburse to Bio-X Diagnostics all costs caused by the refusal or delay of loading or reception (such as storage or transport costs).
- CONFORMITY AND WARRANTY
The products are manufactured according to the specifications agreed in the contract, with the exception of any other regulation or requirement. Nevertheless, Bio-X Diagnostics reserves the right to make changes in specifications of the products without prior notice or agreement as long as such changes do not affect the quality of the products.
Any additional costs related to changes required by the purchaser, including compliance to local rules and regulations of the purchaser’s country, shall be borne by the purchaser and may extend the delivery terms.
Bio-X Diagnostics warrants, for a period of 3 months from the date the products at the purchaser’s disposal, that the products will be free from hidden defects due entirely and exclusively to a fault of Bio-X Diagnostics.
As soon as the products are ready and available, the purchaser shall inspect carefully the Products and shall immediately raise, in writing and within two calendar weeks following the availability of the products, any relevant and precise complaint on their conformity and quality (notifying the number and date of the invoice). After such period of two weeks, any apparent defect will be considered to be definitively accepted by the purchaser. In any case, the purchaser may not refuse the products for minor or futile reasons.
In case of defects, the fulfillment of Bio-X Diagnostics’s obligation of warranty shall be limited, at Bio-X’Diagnostic’s option, to replacing the defective products or to crediting the purchaser for these defective products within a reasonable delay. The replacing products will be delivered to the purchaser together with the next order of Products made by the purchaser, except otherwise agreed by the parties. The purchaser has to sent back at his own costs the defective product(s).
- DISCLAIMER OF LIABILITY
If any liability is implied by operation of law, Bio-X Diagnostic’s liability shall be strictly limited to damages or losses suffered by the purchaser, that are the exclusive and direct consequences of a gross misconduct of Bio-X Diagnostics. Any compensation due by Bio-X Diagnostics shall ever exceed the value of the contract. Bio-X Diagnostics shall in no circumstances be liable for loss of earnings, of production or of profit, or any other consequential damage and indirect loss.
In connection with the purchaser’s use including resale of the goods, the Purchaser shall be under an obligation to use/market these properly, and, to the widest possible extent, to take precautions in order that neither the purchaser himself nor Bio-X Diagnostics shall incur product liability.
- FORCE MAJEURE
Neither party shall be liable in damages or have the right to terminate the agreement made between the parties, for any delay or default in performing under this contract if such delay or default is caused by conditions beyond its control and occurring without its fault or negligence, including, but not limited to failure of suppliers, subcontractors, and carriers, acts of god, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, strikes, sickness, fires, floods, power failures, or damage or destruction of any facilities, and/or any other cause beyond the reasonable control of the party whose performance is affected.
The party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
If such period is extended by more than six (6) months, or if it becomes reasonably certain that the further performance of the contract is rendered impossible, then either party can terminate the contract, without damages for any party, except otherwise agreed by the parties.
All documents and information, without restriction, given or shown by Bio-X Diagnostics to the purchaser shall remain the entire and exclusive property of Bio-X Diagnostics and strictly confidential. The purchaser shall return them in full directly to Bio-X Diagnostics on its first request.
Unless this information has already come into the public domain in a completely lawful manner, the purchaser may not under any circumstances, even after complete execution of the contract, directly or indirectly (i) divulge or communicate it to third parties, (ii) make use of it for himself or for a third party, other than for the strict execution of the contract, (iii), sell or supply products or services that are identical or similar to the products.
- REGISTRATION OF PRODUCTS
Solely Bio-X Diagnostics may decide to apply for the registration of the products in the state of the purchaser. In the event the circumstances require that Bio-X Diagnostics must apply under its name for any registration in the purchaser’s State, the purchaser further agrees to assist Bio-X Diagnostics to prepare, file, set up, introduce and follow up the applications. Any cost and expenses related to products registration are not included in any products’ prices and shall be born by the purchaser.
In the event such registrations are required by the laws and regulations in the purchaser’s State to be only in the name of the purchaser, then the purchaser agrees to become responsible of these registrations but to forward to Bio-X Diagnostics all information, copies of relevant documents, revenues and rights to these registrations. Upon termination of the contract or the relation between the parties for any reason whatsoever, the purchaser shall forthwith return, assign or transfer all such authorizations to Bio-X Diagnostics without requiring any payment and without using them for its own interests.
Bio-X Diagnostics reserves the right to terminate the agreement between the parties or suspend its own obligations, anytime, without prior notice nor damages for the purchaser, and without prejudice to the right to reimbursement of the costs or compensation for any actual direct or indirect damage resulting from it, including loss of earnings, suffered by Bio-X Diagnostics, its customers, or by a third party, for the following reasons :
– in the event of late or non performance of the purchaser’s obligations, or if it becomes reasonably certain that one or more obligations of the purchaser will not be performed on time or according the terms of the agreement;
-in the event of the incapacity, bankruptcy, insolvency, protest, seizure, death, cessation of payments, application for a payment moratorium, amicable or compulsory composition, or any other event demonstrating financial difficulties on the part of the purchaser.
-in the event of Bio-X Diagnostics ceasing or change his professional activities;
– in the event of force majeure lasting more than 6 months.
Except otherwise agreed by the parties, in such cases, all installments already paid by the purchaser shall be considered to be definitively acquired by Bio-X Diagnostics. The remaining installments shall be paid by purchaser, but their amounts shall be reduced by the projected costs and expenses not incurred by Bio-X Diagnostics and reasonably evaluated by him, and increased by the lost profits and by all unexpected expenses and costs incurred by Bio-X Diagnostics as a result of or in connection with the termination, without prejudice to the right to compensation in the event that actual damage is more important for Bio-X Diagnostics.
If a provision of the contract or these general terms and conditions is to be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, enforceable and economically equivalent to the said provision for both parties. The legality, validity and enforceability of the remaining provisions shall not be affected thereby.
- APPLICABLE LAW AND COMPETENT COURT
This contract shall be governed by and constructed in all respects in accordance with the laws of Belgium. Any disputes relating to this Agreement shall be settled in accordance with the Rules of Conciliation and Arbitration of the CEPANI, by one arbitrator designated in conformity with those rules. The arbitration proceedings will be held in Brussels and conducted in English.