Preamble

All sales by COVALAB SAS (hereinafter “Covalab” or “the company”), registered with the Lyon RCS under the reference 401 832 266, are expressly subject to these general conditions of sale.

Covalab reserves the right to modify its general conditions of sale at any time. However, the conditions applicable to an order will remain those in force at the time of the order.

Any order sent to Covalab implies full and unreserved acceptance by the purchaser of these general conditions of sale, which prevail over all other purchase conditions, except for written exemption from Covalab or special conditions agreed between the parties.

Any condition imposed by the buyer will therefore be in the absence of express acceptance, unenforceable against Covalab, regardless of when it may have been brought to its attention. Likewise, these general conditions of sale prevail over all other previous conditions appearing in brochures, catalogs or any other commercial documentation emanating from the company Covalab, and / or having not been expressly identified by Covalab as special conditions granted to the buyer and applicable to his order.

All of our products and services are intended for professional use only and may not be sold to individuals.

1. Contract documents

The sales contract is formed by the following contractual documents: these general conditions of sale, our prices, offers and quotes, the special conditions applicable to an offer where applicable, any contract concluded between Covalab and the buyer relating to the supply of Covalab products or services and the order form which constitutes a formal acceptance of all the previously mentioned commercial conditions.

2. Orders

All orders must be written down by the buyer. Orders must mention the billing address, the delivery address, the name of the purchaser, the reference of any estimate, the details of the service or products ordered, the date of issue of the order, the intra-community VAT number for the countries of the European community (including France), the name, telephone number and fax number of the person to contact if necessary.

We insist on the need to include in the drafting of purchase orders: the references and descriptions of our catalogs and commercial offers as well as the quantities ordered expressed in sales units. In the event of imprecise or contradictory wording, we decline all responsibility for any errors that may occur as a result of choices that we may have had to make.

Orders will not be considered definitively accepted until they have been confirmed in writing or executed by Covalab (shipment of goods or performance of services).

Orders made online on the Covalab website www.covalab.com will only be definitively recorded once the corresponding payment has been validated and after confirmation of the agreement of the payment centers. In case of refusal from said centers, the order will be automatically canceled and the customer will be notified of this cancellation by email.

In all cases, the conclusion of the sales contract only takes place after acceptance of the order by Covalab.

It is up to the buyer to note that his order form may be the subject of several invoices as stipulated in article 4 and article 14.

3. Modification and cancellation of orders

Upon receipt of the order by Covalab, it can only be modified or canceled by written agreement countersigned by Covalab and the buyer. This agreement will formally specify the changes to be made to the order, as well as the possible effect of said changes on prices and delivery times.

We reserve the right to not confirm or cancel an order, and therefore not to record or return the corresponding payment where applicable, when we will not be able to honor the order, in particular for the following reasons : problem concerning the order received (ex: abnormal, illegible, errors in the delivery address), delivery requested outside the area served by Covalab, delivery impossible due to a refusal of customs clearance (whatever the cause) or a major failure of the carrier, product unavailable (non-exhaustive list). We undertake to inform the customer, as soon as possible, of any change that would occur in his order.

4. Terms of delivery

Covalab chooses for the buyer the packaging and shipping methods that it deems most appropriate. Any special request as to the method of packaging and shipping is subject to acceptance by Covalab. In all cases, the costs of packaging, possible dry ice and shipping are the responsibility of the purchaser, except contrary contractual provisions agreed between the parties.

Any postage, packaging or dry ice costs are not included in the prices indicated in the quotes and rates and will be invoiced in addition for each shipment. When delivering outside of the European Union, customers are liable for customs charges and import taxes and must be able to provide any import license or document required by customs services for customs clearance. their package.

Delivery is made either by direct delivery of the goods to the buyer, or by notice of availability, or by delivery to a carrier or shipper. The products are sold from Covalab's premises and travel at the risk and peril of the purchaser, regardless of the terms of shipment, and notwithstanding the retention of title clause stipulated in article 16 of the following terms & conditions.

Covalab cannot be held responsible for a defect in routing the package to its final destination resulting in particular from: import restrictions, refusal of customs clearance (whatever the origin), errors contained in the delivery address provided by the customer or the absence of the recipient at the time of delivery of the package.

In the event that delivery cannot be made due to a refusal of customs clearance of the package in the importing country, Covalab undertakes to reimburse the customer for any amount prepaid for this delivery, within a period of one week following receipt of the returned package by the carrier.

Unless specifically mentioned on the order form, Covalab reserves the right to deliver in several installments. Each delivery, even partial (with the exception of deliveries made as part of the provision of services) will result in the invoicing of the products delivered. Invoices issued on the occasion of partial deliveries must be paid on time without taking into account subsequent deliveries.

Deliveries are made subject to available stocks. Our products are not available in all regions of the world. The customer's eligibility to receive a product or service is subject to Covalab's agreement and to the legislation in force in the country of importation.

5. Delivery delay

Delivery times are indicative and do not constitute a commitment on our part. Unless expressly waived by Covalab, they cannot under any circumstances justify the cancellation of the order by the buyer, nor even give rise to damages or any other compensation. Delivery can only be made if the buyer is up to date with his obligations to the company.

6. Risk transfer

The transfer of risks on the products takes place on delivery as defined in paragraph 3 of article 4 "Terms of delivery" of the following terms & conditions. The loss of the products or the damage caused to them after the transfer of risk to the customer does not exempt the customer from full payment of the purchase price.

7. Reception - Complaint

Each package is accompanied by a delivery slip which must be dated, signed and returned by fax upon receipt of the package and on which any complaint concerning transport must be made.

Whatever the reference Incoterms that may be mentioned in the order and whatever the mode of shipment and the means of transport, the products travel at the risk and peril of the recipient to whom it belongs: - To check at the time of receipt of the products the condition and quantity of the products delivered, opening the package if necessary in the presence of the delivery person. - Do not throw away any packaging before making sure that they do not contain any object. - Make reservations on the transport receipt in the event of damage, lack or loss, specifying the nature as precisely as possible and have the document countersigned by the carrier or his agent. - To confirm its reservations within three days by registered letter with acknowledgment of receipt to the carrier in accordance with Article L133-3 of the Commercial Code.

Without prejudice to the arrangements to be made vis-à-vis the carrier, complaints on apparent defects, on the non-conformity of the product delivered or ordered, on any missing items, must be made in writing to Covalab within 5 working days. following the arrival of the products by registered letter with acknowledgment of receipt.

In the event that these formalities have not been completed by the purchaser, Covalab may under no circumstances consider even partial compensation. A possible return of the product (s) can, in any case, only be considered with the prior consent of Covalab and according to its instructions. Products returned without Covalab's agreement cannot be the subject of any refund or replacement.

8. Use

The products and reagents supplied by Covalab are intended exclusively for laboratory use under the responsibility of the user. They are in no way intended for clinical diagnostic, therapeutic or any other in vivo use in humans or animals. Covalab declines all responsibility in the event that these supplies are used improperly for their original destination.

Except as part of a distribution agreement previously concluded between Covalab and the purchaser, the latter is not authorized to acquire Covalab's products and services for the purpose of reselling them to third parties.

9. Product and service information

All illustrations and images on the Covalab website or on any other Covalab communication medium, which relate to its products and services, are non-contractual and do not bind the company. Covalab makes no warranty, implicit or explicit, as to their market value or their fitness for a given purpose and reserves the right to modify and update them at any time.

Covalab is committed to ensuring that the information on its products and services is as up-to-date and accurate as possible. The company strives to present as well as possible, on the technical sheets of its products or information sheets on its services, the essential characteristics of the latter which the customer must be aware of before ordering. However, Covalab cannot guarantee the accuracy, precision and completeness of all the information communicated and cannot be held responsible for any damage or prejudice, direct or indirect, resulting from the use of this information, omissions or inaccuracies and inaccuracies contained in its communication media.

10. Warranties

Covalab guarantees that its products and services conform to its standards and specifications. It does not in any way guarantee the results obtained by the use of its products. Under this guarantee, the only obligation incumbent on Covalab will be the free replacement of the element recognized as defective by Covalab (excluding products developed as part of a service such as the development of polyclonal antibodies) or its reimbursement; to the exclusion of any compensation, damage or interest of any kind.

11. Warranties - Exclusions

The warranty does not apply in the event that the defect of the product is linked to storage, use or handling of the product that does not comply with the recommendations provided by Covalab or the occurrence of any other fact, external to the purchaser, but not directly attributable to Covalab. Likewise, the guarantee does not apply to apparent defects, if the conditions provided in article 7 (Reception - Complaint) have not been respected.

12. Confidentiality

Covalab works in partnership with its customers and protects the confidentiality of the information provided and of the research results. Covalab respects the confidentiality of personal information collected for the purposes of fulfilling orders. In accordance with the "Informatique et Libertés" law, the processing of this data has been declared to the CNIL (NS48 - n ° 1229201v0). The customer has a right of access to data concerning him as well as a right to modify and delete this information, which he can exercise with Covalab at the following address :

Covalab S.A.S.
1 rue Jacques Monod
69500 Bron – FRANCE
Mail:

13. Price

Unless otherwise specified by Covalab, prices are in Euros excluding Tax (Eur. H.T.) and excluding shipping and packaging costs. They are given for information only and do not constitute any commitment on our part. The prices applied for each order, including incidental costs (transport, packaging, etc.), are those mentioned in the corresponding quotes or prices given to the buyer or provided on any Covalab sales medium (e-commerce site included) and in force. at the time of ordering.

14. Billing

Invoices are drawn up in the currency appearing on the offers and quotes given to the buyer. Any service terminated or any delivery of product (s) will result in the issuance of the corresponding invoice, except for special invoicing conditions mentioned in the quotes, offers, contracts corresponding to the buyer's orders.

15. Payment

Invoices are deemed payable to the following address:

Covalab S.A.S.
1 rue Jacques Monod
69500 Bron – FRANCE

Unless special conditions agreed between the parties or specific provisions applicable to online sales (stipulated below), invoices are payable in their entirety within 30 days of the end of the month from the date of invoicing. Orders placed online on the Covalab site (www.covalab.com) are payable only by credit card or Paypal at the time of ordering. The bank cards accepted to date are: Carte Bleue, Visa, Mastercard, American Express.

The customer certifies that he is fully authorized to use the payment card or Paypal account used for the payment of his order and that these means of payment have sufficient funds to cover all the costs resulting from the use of the services of online sale of the website of Covalab www.covalab.com.

All banking information collected on the Covalab website www.covalab.com is protected by Atos' SIPS secure technology. Covalab never has access to confidential information relating to the means of payment. Indeed, only BNP-PARIBAS and ATOS have confidential information (card number, validity date) which is inaccessible by a third party.

In accordance with the regulations in force and to ensure the security and confidentiality of information, Covalab does not memorize the banking details of its customers. It is therefore up to the Internet user to save and print his payment certificate if he wishes to keep the bank details relating to his transaction.

No discount is granted for early payment. Late payment of an invoice authorizes Covalab, subject to all its rights and actions, to suspend any delivery until full payment is made. In accordance with Articles L441-6 and D441-5 of the Commercial Code, any sum not paid on the due date will automatically and without prior notice give rise to the payment of late interest calculated at the rate of 3 times the rate. legal interest in force, as well as the payment of a lump sum compensation of 40 euros due for recovery costs. Default interest runs from the day following the payment date appearing on the invoice. Under no circumstances may payments be suspended or be the subject of any compensation without the prior written consent of Covalab. Any partial payment will be charged first to the non-privileged part of the receivable, then to the sums of which the oldest is due.

Covalab may, without prejudice to its other rights, terminate an order or a current contract or refuse future orders if it has legitimate reasons to believe that the buyer will be unable to honor its debts on the agreed terms. or overdue debts. In the event that the cancellation of the order or the contract occurs after the start of a production or a service, it will be invoiced in proportion to the work carried out.

16. Retention of title

Covalab retains ownership of the goods sold until effective payment of the full price in principal, accessories and interest.

Failure to pay any of the deadlines may result in the claim of the goods. The above provisions do not prevent the transfer of risk as stipulated in article 6. The buyer is however authorized, within the framework of the normal operation of his establishment, and of a distribution agreement, to resell the delivered goods. In this case, he undertakes to inform his client of the existence of the retention of title clause weighing on the goods and of the right that the initial seller reserves to claim in his hands, either the disputed goods or the price. under articles 2367 and 2368 of the Civil Code. The buyer cannot pledge it or transfer ownership of it as security. This resale authorization is automatically linked in the event of receivership or liquidation.

Regarding the production of immunoglobulin-secreting hybridomas, whether they are shipped at the end of the service or placed in custody at Covalab, they are the exclusive property of the customer.

17. Force majeure

The parties agree that force majeure events, that is to say any event beyond the control of Covalab or partially under its control, are exempt from their respective obligations.

18. Industrial property

All of our trade marks have been registered with the INPI and are our legal property. These brands are protected by industrial property laws.

19. Various

Covalab certifies to be in compliance with article L8221-3 & amp; L8221-5 of the Labor Code relating to the fight against concealed work.

Any failure by Covalab to strictly enforce any of the terms of the order, or to exercise any right arising from these conditions, shall in no way be interpreted as a waiver by Covalab of its rights to strictly enforce said term or condition. , or to exercise said right thereafter. All rights and remedies under these terms are cumulative and in addition to any other rights or remedies that Covalab may claim at law or in equity. Any waiver of any other failure of Covalab, hereunder, must be in writing and shall in no way be interpreted as a waiver to assert any failure, or any subsequent reoccurrence of the same failure. If any provision of this contract is recognized as invalid, illegal or unenforceable; the validity, legality and enforceability of the other provisions will remain unaffected.

20. Jurisdiction clause

In the absence of an amicable agreement, any dispute will fall within the jurisdiction of the Covalab Headquarters Commercial Court, even in the event of summary proceedings, guarantee appeal, incidental demand or multiple defendants. French law will be the only one applicable.