General Sales Conditions

Article 1. General Principles – Application of the General Sales Conditions – Enforceability of the General Sales Conditions.

1.1 The present General Sales Conditions represent the system under which the company GESERCO SARL, hereinafter termed the “Vendor”, conducts its sales. Any sale made by the Vendor is therefore governed by the said conditions as well as the terms of the order relating to the sales operation concerned as accepted in the conditions defined hereunder by the Vendor.

Consequently, the very act of the purchaser placing an order implies:

Complete and unreserved adherence by the purchaser to the present General Sales Conditions and the terms of the order relating to the sales operation concerned as accepted in the conditions defined hereunder by the Vendor.
Renunciation by the purchaser of the right – for whatever reason, at any time and in whatever form, to avail himself of:
- Provisions contrary to or at variance with the present General Sales Conditions and the terms of the order relating to the sales operation concerned as accepted in the conditions defined hereunder by the Vendor.
- Provisions not expressly specified in the present General Sales Conditions and by the terms of the order relating to the sales operation concerned as accepted in the conditions defined hereunder by the Vendor.

1.2 The fact that the Vendor does not avail himself at any given moment of any of the provisions of the present General Sales Conditions or the terms of the order as defined above may not be interpreted as meaning renunciation by the Vendor of the right to avail himself later of any of the said provisions.

Article 2. Applicable law – Jurisdiction – Prevalence of the French language.

2.1 As defined above, the relations between the Vendor and the purchaser are governed by the present General Sales Conditions and the terms of the order relating to the sales operation concerned as accepted in the conditions defined hereunder by the Vendor.

Any question not expressly resolved by the above-mentioned provisions, unless previously agreed otherwise in writing by the Vendor, will be subject to French Law.

The purchaser states in this regard that the provisions of the present General Sales Conditions, of the order relating to the sales operation concerned as accepted in the conditions defined hereunder by the Vendor and, more generally, of French Law itself, fully comply with his own national law and will consequently be applied entirely, and without any restriction of any kind, to the relations between the Vendor and the purchaser.

2.2 It is expressly specified that, in the event of any dispute of any kind, any contestation of the validity, execution or enforceability of the present General Sales Conditions or any difficulty in interpreting them and, more generally, regarding the relations between the Vendor and the purchaser, the Commercial Court of Bordeaux (France) shall have sole jurisdiction unless the Vendor should elect to utilise some other competent jurisdiction.

This clause applies even in the case of summary proceedings, incidental petitions or plurality of defendants.

2.3 If the General Sales Conditions and, more generally, any document exchanged between the Parties, should be subject to translation into a foreign language, the French language shall prevail over any other translation in the event of contestation, dispute, difficulty of interpretation or execution of the General Sales Conditions and, more generally, regarding the relations between the Vendor and the purchaser.

Article 3. Orders.

3.1 Any order must be the subject of a written document that must contain the purchaser’s signature and company stamp and be drawn up in accordance with the terms previously indicated by the Vendor to enable the latter to analyse the order. Therefore, any order placed verbally by the purchaser must be confirmed by the purchaser in writing and contain all the information previously specified by the Vendor to enable the later to analyse the respective order.

In view of the fact that certain products may be being manufactured and/or marketed by the Vendor under licences granted to the latter, the purchaser must provide the vendor with every detail concerning the order in question and, in particular, the specific destination of the products the order involves.

Any additional supply to a particular order constitutes a specific order and consequently follows the order placement procedure defined in the present General Sales Conditions.

Any order made by the purchaser or passed on by a representative of the vendor is not valid until confirmed by the Vendor’s Commercial Director, substantiated by the purchaser being sent an order confirmation document (by electronic mail, fax or simple letter) and, more generally, any support selected by the Vendor for this purpose, issued by the Vendor and repeating the terms of the order as accepted by the Vendor, it being specified, however, that delivery of the order by the Vendor is valid as confirmation.

3.2 The Vendor has complete freedom to decide not to pursue any orders placed by the purchaser, particularly in regard to:

The time limits allowed for handling the said order. The delivery date for the products contained in the order will be indicated as part of the order confirmation issued by the Vendor as defined in the present General Sales Conditions.
The quantities of products concerned in the said order. In this regard, it should be remembered that the amount of a single order may not be less than the sum of EUR100 or USD140 net of tax for any order to be delivered in France (Metropolitan), or EUR150 or USD210 net of tax for any order to be delivered outside of France (Metropolitan).
The Vendor’s production capacities, the Vendor informing the purchaser of his capabilities when processing the order placed by the purchaser.

In general, any decision by the Vendor not to conclude an order does not constitute a fault and may not create any right to compensation for the purchaser.

3.3 The Vendor reserves the right, at any moment and whatever the order-processing stage, particularly taking into account market fluctuations, without prior notice and without compensation to the purchaser, to make any modifications to his products, tariffs or conditions, this both as regards the present General Sales Conditions and any special conditions determined for the particular sales operation. These modifications may therefore affect an order already agreed by the parties and therefore in the course of execution if the general or specific context within which the order is written (in particular, changes in the regulations or legal context, increase in duties or taxes of any kind, increase in raw materials price and, in general, increase in the cost of manufacturing the product concerned, etc.) justifies this.

It should be remembered in particular that the information and, in general, any indications in the catalogues, prospectuses, instructions manuals, price lists and tariffs, and, even more generally, any of the Vendor’s product presentation and promotion documents or information provided by the Vendor, in whatever form, is provided as an indication only, is not contractual and therefore is not binding on the Vendor.

3.4 The benefit of the order is personal to the purchaser and may not be transferred without the Vendor’s prior written consent.

3.5 Except for case of force majeure or unforeseen circumstances, no order may be cancelled in whole or in part or, in general, may be modified by the purchaser while it is being processed by the Vendor, without the Vendor’s written consent to this.

Article 4. Delivery date.

The delivery date, as defined in Article 6 of the present General Sales Conditions, is shown on the order confirmation document issued by the Vendor.

The delivery date indicated by the Vendor is provided as an indication only: if the date is exceeded, this may not result in any damages and interest for the purchaser, any retention or any order cancellation.

The Vendor may however undertake to comply with an imperative delivery date. In such circumstances:

This undertaking is the subject of a specific note on the order confirmation document issued by the Vendor.

The Vendor is required to hand over to the carrier the products contained in the order on the date agreed for this purpose, as indicated on the order confirmation document issued by the Vendor and corresponding to the delivery date set by the carrier to ensure transport of the above-mentioned products within the agreed delivery period. It is specifically stated that, under no circumstances, may the Vendor be held responsible for any delay by the carrier in performance of the transport service entrusted to the carrier.

Moreover, it should be remembered that force majeure or unforeseen circumstances release the Vendor, at the Vendor’s discretion, temporarily or conclusively from any delivery commitment without any compensation to the purchaser. The following events relate to such a situation, without this list being exhaustive:

Destruction affecting all or part of the Vendor’s installations
Serious public disorder, wars, strikes, riots, blockage of the means of transport and communication
Natural catastrophes
Disruption of the supply of raw material
Destruction or disappearance of the products during the transport operations

and, in general, any event or cause outside the Vendor’s control, impeding and/or stopping manufacture and/or delivery by the Vendor or his suppliers and/or sub-contractors and preventing the Vendor, in good faith, from making delivery of the products contained in the order.

The existence of a case of force majeure of any kind may not, under any circumstances, exempt the purchaser from his obligations to pay the Vendor the price for the products delivered before the appearance of these events.

Article 5. Delivery methods.

5.1 The methods of delivery, and particularly of transport (whether the vendor effects the transport or the purchaser picks up or effects the transport), and the relevant costs of this service are drawn up by the Vendor and the purchaser when the order is taken and subsequently appear on the order confirmation document issued by the Vendor.

Unless formally specified to the contrary on the order acceptance document, as defined in the present General Sales Conditions, the price of products given by the Vendor are understood to be on an Ex Works basis as defined by the Incoterm (Incoterms 2020): EXW (Ex Works) from the Vendor’s factory located at 9 rue Caroline Aigle in 33185 Le Haillan, France, and exclusive of any product packing costs.

5.2 Every delivery will give rise to the production of a note containing the delivery date for the ordered products and also their designation and quantity. Every note must necessarily be signed by the purchaser when the Vendor delivers the products contained in the order to the purchaser.

Article 6. Transfer of risks.

From delivery onwards, the products contained in the order are in the keeping of the purchaser, who fully bears the risks of loss and, in general, any damage that the said products may suffer or cause, for whatever reason.

Delivery is considered as being the moment when the products contained in the order are handed over:

In the Vendor’s premises, to the purchaser or the carrier responsible for making the deliver, this in the case of the purchaser picking up the goods or being responsible for their transport.
To the purchaser at the agreed delivery address, this in the case of the vendor being responsible for transport of the goods. It should be remembered in this regard that because the Vendor s responsible for providing transport, he is free to appoint any carrier he may wish.

Under all circumstances, the unloading operations are performed exclusively under the purchaser’s own responsibility and at his own risk.

Article 7. Packing and packaging.

The products contained in the order are supplied by the Vendor packed according to the type of transport defined in the order confirmation document issued by the Vendor.

It should be remembered in this regard that:

The said packaging for which the purchaser declares he has obtained all the necessary details is deemed by the purchaser as suitable for preserving the products’ integrity: the purchaser thereby exempts the Vendor from any proceedings against the Vendor on this basis.
Unless specifically specified, the Vendor does not take back the products’ usual packs and/or packaging, their cost being an integral part of the sales tariff notified to the purchaser. This is not the case for specific packaging, which is determined on a case by case basis by specific conditions set by the Vendor and of which the Purchaser is made aware in advance.

Article 8. Order receipt and acceptance.

8.1 It is the purchaser’s responsibility to take possession (loading and/or unloading) of the products contained in the order at the agreed place, date and time. To this end, the purchaser must take every measure, before any delivery, to enable this operation to be performed in total safety and, in general, to ensure that the operations can be executed optimally and in strict accordance with the terms specified to this effect by the Vendor on the order confirmation document.

And in particular:

In the case of pickup by the purchaser, the purchaser must inform the Vendor in advance, for every order, of the name of the carrier appointed by the purchaser and take every measure to ensure that, under all circumstances, the carrier observes the terms specified for picking up the ordered products.
In the case of transport being made by the Vendor, the purchaser must notably ensure his installations are in a condition to receive the products contained in the order and provide all the necessary instructions to enable the carrier to proceed to deliver the said products.

8.2 On delivery (Cf. Article 6 of the present General Sales Conditions), the purchaser checks the nature, the condition, the quality and the quality of the products and, in general, that the products delivered conform to the contents of the order concerned.
Indication is made in this regard, that:

Every order is checked by the Vendor prior to its leaving the Vendor’s factory. Every order leaving the said factory is therefore presumed to be in conformance and it is the purchaser’s responsibility to prove not only that a non-conformity exists but that its existence is ascribable to the Vendor.
Except for the situation where the Vendor has agreed to handle the transport of the products contained in the order, the Vendor cannot be held responsible for any anomalies relating to transportation, this being exclusively under the purchaser’s sole responsibility and at his expense.
In all circumstances, any reservations or contestations regarding the delivery’s conformity must be:
- Mentioned explicitly by the purchaser on receipt of the products and detailed on the counterfoil of the delivery note, which remains in the carrier’s hands, with indication of the date and time and the recipient’s signature. In general, the purchaser must safeguard every method of recourse against third parties responsible for providing transportation of the products contained in the order within the deadline periods required by the prevailing legislation.
- Immediately brought to the Vendor’s attention (by fax or e-mail) and confirmed by recorded delivery letter with acknowledgement of receipt within eight days following receipt of the products. The purchaser must provide every justification regarding the anomalies reported and take every measure to ensure that the vendor can proceed to note them and, where applicable, remedy them.

Article 9. Product returns.

No product presumed by the purchaser to be affected by a defect or to be non-conforming may be returned without prior written consent from the Vendor’s Commercial Director.

While awaiting such potential consent, the purchaser must keep the above-mentioned product available for the Vendor on the purchaser’s premises. It is the purchaser’s responsibility to provide the Vendor with all the information and every justification regarding the alleged defect of non-conformity: the purchaser must allow the Vendor every facility and take every measure for the Vendor to be able to proceed himself, or by the agency of any person the vendor may decide to substitute for himself for this purpose, to examine the products claimed to be affected in their actual condition. To this end, the purchaser must refrain, in particular, from intervening himself or having recourse to a third party for this purpose and must take every measure to preserve the integrity of the products presumed to be faulty or non-conforming. Non-observance of these provisions by the purchaser shall preclude any recourse against the Vendor and exempt the latter from any liability.

If a product is returned without the Vendor’s consent, this is done at the purchaser’s own risk and expense and shall not give rise to the production of a credit note. The purchaser will compensate the Vendor for all the costs borne by the Vendor and any damage the vendor may suffer, directly or indirectly related to this unauthorised return.

Article 10. Responsabilities.

10.1 The purchaser is exclusively responsible for the choice, the employment, the utilisation of the ordered products and their suitability for the purchaser’s needs and, in particular, for the conditions in which the said products will be used.

For this reason, the Vendor cannot be held responsible except for manufacturing defects affecting the products contained in the order. In particular, therefore, the Vendor will be completely exempt from any liability regarding:

The unsuitability to the purchaser’s needs of the products contained in the order.
Use by the purchaser of the products contained in the order in a context not in accordance with the said products’ characteristics, performances and conditions of use and maintenance.

The purchaser must keep the vendor exempt from any damage the vendor may suffer in relation to the situations defined above. The purchaser declares that in this regard he has taken out insurance enabling him to cover his responsibility as defined above.

The same applies to the use of the products complying with the prevailing regulations regarding the site where they will be used, the purchaser being solely responsible for such compliance.

10.2 The Vendor stands guarantor for supplying products conforming to the characteristics and performances he has reported in the technical instructions issued and/or supplied by the Vendor.

To this effect, the Vendor accompanies his sales with a contractual guarantee whose terms are defined in Article 12 of the present General Sales Conditions.

Article 11. Price / Payment.

11.1 The products covered by the order are sold at the price prevailing at the time the Vendor confirmed the order.

The tariffs the Vendor supplies to the purchaser are net of tax, in Euros (€) or in United Sates Dollars ($), Ex Works Vendor’s factory located at 9 rue Caroline Aigle in Le Haillan (33185), France, Ex packing costs and for normal orders.

Consequently:

Any acceptance by the Vendor to undertake to deliver, for any order, the products the respective order contains shall imply in accordance with the terms specified in the order confirmation document issued by the Vendor payment by the purchaser of the packing and transport costs incurred by the Vendor regarding the Vendor’s undertaking to deliver the products contained in the order.

Any duties, taxes or other items to be paid, in particular in application of national or community regulations or the regulations of an importing or transit country, as well as any transport, insurance, customs clearance, handling and/or installation operations are to be borne by the purchaser.
Any order varying from the Vendor’s usual sales practices will be subject to a special tariff previously indicated to the purchaser by the Vendor.

The prices shown on the tariff only relate to the sale of the products. Therefore, unless specifically stipulated, the prices do not include any intervention work or assistance the Vendor may provide on the installation site, such as, in particular, fitting, commissioning, connection, testing or adjustment. These services provided that the Vendor agrees to perform them are subject to a specific agreement specified by the Vendor.

If the selling price should alter between the time that the order is received by the Vendor and the moment the latter confirms the respective order, the Vendor shall inform the purchaser of this in the meantime and provide him with the new tariff conditions. In such circumstances, the purchaser shall have the right:

To continue with his order, which will then be governed by the new tariff conditions.
No longer to continue with his initial order

Neither case shall give rise to the payment of any respective indemnity to the Vendor or the purchaser.

11.2 Invoices are payable, under all circumstances, to the Vendor’s Head office or any place the Vendor may designate to the purchaser for this purpose. Unless covered by particular conditions specified by the Vendor, payment shall be made as follows:

100% upon order confirmation by the Vendor

Payments are to be made in Euros (€) by telegraphic transfer to the Vendor’s account or, more generally, by any means of payment expressly specified in advance by the Vendor, in accordance with the due date for payment determined for the order: the purchaser must take every measure to ensure that payment is effected on the same date. No complaint by the purchaser may possibly postpone the above-mentioned due date.

No discount is granted for early payment.

All payment and banking costs shall be bared by the purchaser and the purchaser shall ensure that the vendor receives the full net amount of the order as invoiced by the vendor.

Any sum not paid on the due date shall give rise to lawful payment of lateness penalties, calculated on the amount of the sum remaining due at the prevailing French official interest rate increased by EUR 40. This interest shall run from the day following the settlement date indicated on the invoice up until full payment of the due amount. Furthermore, non-payment of one invoice may, at the Vendor’s discretion, lawfully render immediately payable the amount of any other invoices remaining due to the Vendor the whole of the sums in question immediately generating interest in accordance with the terms specified in this paragraph.

Any deduction and/or compensation on the part of the purchaser is expressly excluded, unless expressly agreed in advance by the Vendor.

In the event of payment delay, without prejudice to application of the above-mentioned lateness interest - the Vendor may, of his own volition:

Suspend his obligations regarding the order involved in the delay and all current orders until full settlement of all the sums the purchaser may owe him;
Make execution of the current orders subject to security being provided or to new terms (in particular new payment terms) providing the Vendor with every guarantee of payment and to the Vendor’s satisfaction. Should the purchaser refuse to fulfil these requirements, the Vendor may cancel all or part of the said orders.
Lawfully cancel the order, with the Vendor being able if the purchaser should fail to fulfil his obligation to return the products in question, to retake possession of the respective products, this being without prejudice to the Vendor’s ability, additionally, to obtain payment for any damages and interest in this regard. This cancellation may impact not only the current order but also if the Vendor so wishes all or part of any unpaid previous or future orders, whether delivered or in the course of delivery, and whether payment for them is due or not. Any deposits paid by the purchaser will be retained by the Vendor.

The purchaser must reimburse all the expenses incurred by the Vendor in the contentious recovery of the sums due.

Any deterioration in the purchaser’s credit and, in general, any alteration from whatever cause in the purchaser’s situation may justify the demand of guarantee(s) and/or special payment terms specified by the Vendor and even the Vendor’s refusal to complete the orders made by the purchaser.

Article 12. Contractual Guarantee.

12.1 The Vendor’s sale of new products is accompanied by a contractual guarantee issued by the Vendor.

12.2 Instruments and test accessories are guaranteed for a period of 12 months with effect from the delivery date as defined in Article 6 of the present General Sales conditions. Chemicals, solutions and reagents are guaranteed for their shelf life as indicated on each individual container (flask, bottle, sachet or box).

The guarantee is only effective insofar as the purchaser is up-to-date in his payments to the Vendor.

Unless specifically agreed in advance by the Vendor, the guarantee may not be transferred.

12.3 The guarantee thus provided by the Vendor involves guarantee against manufacturing defects making the product unsuitable for the use for which it is intended or reducing its use to such an extent that the purchaser would not have bought it or would have paid a lesser price if he had been aware of them.

Provided that the Vendor accepts liability or that this is demonstrated by the purchaser, the Vendor shall be responsible for, under the guarantee and at his own discretion:

Either the costs of repair incurred by the Vendor and corresponding to restoring the product deemed defective by the Vendor back to conformity
Or the costs involved in the Vendor’s replacing the product he has deemed defective

It is however specified that the Vendor reserves the right to proceed to reimburse the purchaser for the defective product which remains the Vendor’s property and may consequently be picked up by the Vendor at his own expense if he so wishes.

The guarantee only covers the product itself and consequently excludes any other direct or indirect damage suffered by the purchaser such as loss of profit, financial loss, loss of business and damage caused to peripheral infrastructures and equipment, etc.

Because the guarantee is exclusively restricted to manufacturing defects, it will not therefore apply, in particular, to the case of:

The purchaser’s use of the product under abnormal or unsuitable conditions or, more generally, incorrect, inappropriate or non-compliant use by the purchaser.
The purchaser’s non-observance of the Vendor’s recommendations concerning the product’s use, employment and maintenance.
The purchaser’s negligence, lack of surveillance or failure to maintain the product.
The purchaser’s modification of the product, his incorporation of parts or reagents not approved by the Vendor or his use of substitute associated peripherals or reagents not recommended by the Vendor or incompatible with the Vendor’s products.
Repairs and, more generally, technical interventions made by the purchaser and/or persons not approved by the Vendor.
Malfunctions relating to normal wear and tear of the elements of which the product is composed, consumables, wear parts and worn parts not covered under the guarantee.
And, more generally, malfunctions or damage not solely related to equipment manufacturing defects.

12.5 The Vendor must immediately be notified of any malfunction (by fax or e-mail), this being confirmed by recorded delivery letter with acknowledgement of receipt within eight days of receipt of the products concerned.

The purchaser must provide all information and every justification regarding the malfunction reported (in particular regarding the context of the relevant product’s use and the provision of all the appropriate documentation enabling the Vendor to analyse the physical and chemical conditions to which the above-mentioned product has been subjected) and take every measure for the vendor to be able to make his determination and, where applicable, provide a remedy.

The purchaser must refrain from intervening directly or via any third party and must take every measure to enable the Vendor to examine the defective product in its existing condition.

The purchaser’s non-observance of the above provisions will rescind any application of the contractual guarantee.

12.6 Following receipt of this information, the Vendor shall make the checks required to evaluate the defect the purchaser has reported and, after his examination, shall decide whether or not to implement the contractual guarantee.

Article 13. Intellectual Property.

13.1 No element of the contractual relationship between the Vendor and the purchaser may permit the purchaser to demand the transfer, for his own benefit or that of any third party, of any property right or the exploitation of all or part of the rights held by the Vendor (whatever their nature, extent or origin) regarding the products contained in the order and/or relating to the said products.

The purchaser undertakes to respect the rights thus held by the Vendor and to take no action capable of undermining them or of undermining the Vendor’s interests in general.

13.2 The Vendor is, and notably remains, the exclusive owner of the drawings, sketches, schematic drawings, formulas, studies, documents and instructions relating to the product contained in the order and any communications in this context from the Vendor to the purchaser. It should be remembered that, if necessary, only information relating exclusively to the installation, use and maintenance of the product covered by the order is communicated; the Vendor will send no information relating to his design and/or manufacture of the product.

In this regard, the purchaser shall notably refrain from transmitting, distributing, publishing, reproducing and, more generally, divulging this information without the Vendor’s prior written consent and must return the information to the Vendor on his first request.

The purchaser may only use any information thus communicated by the Vendor within the framework specified by the Vendor for this purpose (Cf. the installation, use and maintenance of the product concerned), which justified this information to be handed over by the vendor to the purchaser.

13.3 Any use by the purchaser for whatever reason of the brands, commercial names and, more generally, the distinctive signs and symbols owned and/or held by the Vendor is strictly forbidden.

Article 14. Retention of ownership.

The products whose sale is governed by the present General Sales Conditions are sold with a clause expressly subordinating the transfer of their ownership to full payment of the price for the principal items and the accessories.

It is understood that the simple handover of a title creating an obligation for payment, by draft or other means, does not constitute payment in the sense of the present clause; the Vendor’s original financial claim on the purchaser continues to exist, together with all the attached guarantees, including retention of ownership until settlement has been made in accordance with the present General Sales Conditions.

The above provisions do not present an obstacle, from delivery of the products (as defined by the present General Sales Conditions), to the transfer to the purchaser of the risks of loss and deterioration of the goods subject to retention of ownership as well as any damage they could suffer or cause. The purchaser must take out insurance covering all the risks engendered, including delivery of the products contained in the order, and providing direct compensation to the Vendor.

Regarding the products for which payment has not yet been made, the purchaser must constantly ensure that they are identified as the vendor’s property and particularly that they may not be included in or be subject to any action of seizure by third parties (the purchaser must warn the Vendor in such circumstances).

The products in stock are presumed to be those remaining unpaid.

The purchaser is forbidden from pledging or transferring the ownership of the products, in any form whatsoever, as a guarantee.

The products may be repossessed by the Vendor at any time, without a prior summons being required, and at the purchaser’s expense, in the event of the purchaser’s failure to fulfil his obligations: this shall not prejudice payment to the Vendor of any damages and interest in this regard. The Vendor and/or his carrier shall therefore be authorised to enter the purchaser’s premises to remove the products covered by the retention of ownership clause. This procedure does not preclude any other legal actions or procedures the Vendor may decide to take.