ARTICLE 1: GENERAL  
1–1: Any clause contained in our clients' commercial documents, contrary to the provisions of the following general terms and conditions of sale, is null and void with regard to CARLO ERBA Reagents (hereinafter referred to as CER), unless expressly granted by CER.

ARTICLE 2: ORDER  
2–1: All orders will be deemed to be final, from the date of receipt of the order by e-mail or the validation of the web order by CER.
2–2: In case of cancellation less than seventy-two hours before the confirmed delivery date, the customer will be charged 30% of the initial order with a minimum amount of 150€.
2–3: Unless otherwise agreed upon in advance between the buyer and the seller, each confirmed order will be subject to a €25 contribution to the administrative fee. Any dematerialized order (website, EDI, web-shop) will not be subject to adminsitrative fees.
2–4: The benefit of an order is dedicated to the buyer and cannot be transferred without the prior agreement of CER.
2–5: The buyer must comply with the French and European regulations in force.

ARTICLE 3: DELIVERY  
3-1: No goods may be delivered unless the buyer's order has been received by CER by one of the methods of transmission mentioned in article 2-1.
3–2: Delivery times are for information purposes only. In the event that the delivery of orders is delayed, made difficult or impossible due to any of the following causes: force majeure, lack of raw materials, work stoppage, manufacturing incidents in our factories or those of our suppliers, transport disruptions and any other event that makes it impossible or ruinous to continue manufacturing or delivering the goods, the cancellation of the order may only take place on the condition that the event giving rise to the delay in delivery extends beyond 3 weeks from the date scheduled for delivery by CER.
3–3: Delivery deadlines or cancellations justified by one of the causes set out above cannot give rise to damages or penalties.
3–4: For France orders, CER will decide which carrier to use to make the delivery to the buyer or to the delivery address agreed in the order. For export, transport is managed by mutual agreement between the two parties.
3–5: CER may, without compensation, not execute the delivery, in the event that the buyer has not paid for the order, for payments in advance, or any overdue invoices.
3–6: It is expressly agreed that the prices of CER products do not include transportation costs which are entirely at the expense of the buyer, unless otherwise agreed between the parties.
3–7: In the context of the sale of products in shuttle packaging, the customer undertakes to comply with the principles set out in the shuttle contract which specifically governs the management of orders and delivery and return flows. The signature of the shuttle contract by the customer is imperative for the implementation of the corresponding service.
3–8: In the context of the sale of laboratory equipment (Faster and other brands), specific conditions may apply (transport, installation, qualification, warranty, etc.) detailed in the price offer transmitted and an integral part of the sale of the products concerned.
3–9: CER cannot be held liable for the "non-performance", in whole or in part, of any contractual obligation in cases where this is due to events beyond its control such as in the event of a total or partial strike, riot, war, fire, epidemic, flood, earthquake, interruption of transport and in all other cases of force majeure.

ARTICLE 4: RISKS  
4–1: Risk relating to the products is transferred to the buyer from the date the products leave CER's warehouses to be shipped to the buyer.
4–2: Goods always travel at the buyer's own risk, even if delivered free of charge.

ARTICLE 5: DAMAGE, RESERVATIONS AND LIMITATION OF WARRANTY  
5–1: It is the responsibility of the buyer to verify that the product ordered is suitable for its final use.
5–2: It is the buyer's responsibility to check the condition and number of packages upon receipt of the order, in order to formulate if necessary, qualitative and/or quantitative reservations to the carrier, on the transport receipt.
5–3: The mention "subject to unpacking" or any other mention of a similar type, is not considered valid in the event of a dispute.
5–4: Any reservation must be made upon receipt by the customer and will be mentioned on the carrier's receipt communicated by email to CER which will take note of it and act accordingly.
5–5: CER declines all responsibility in the event of damage occurring during transport and resulting in a change in the condition of the products.
5–6: In the event of a complaint, the buyer must keep the packaging, cartons, fibers, absorbent material, etc. to allow for any verification that CER deems necessary. It is up to the buyer to provide all his observations concerning the defects or anomalies observed.
5–6: Any complaint about the quality of a product, for any reason whatsoever, must be made in writing and sent to CER by email to serviceclient@cer.dgroup.it for France and to export@cer.dgroup.it for Export, no later than 5 days after receipt of the goods, specifying:
(a) The reference and description of the product
(b) the lot number,
(c) the delivery note number,
(d) the guaranteed non-conforming specification.
5–7: Opening a claim with the seller will result in the invoicing of a management fee of €150. If the seller's liability is proven, the management fees invoiced will be refunded.
5–8: In the event of a technical complaint, any complaint awaiting customer information following a request from the seller to allow the investigation will be closed as unjustified beyond 15 working days without a response.

ARTICLE 6: RETURNS  
6–1: No return of goods may be accepted by CER without the prior express consent of CER and before the buyer has received shipping instructions from CER. We reserve the right to reship freight collect any goods sent without this agreement.
6–2: For any request to take back goods, a prior written request (letter or email) explanatory from the buyer, indicating the date, the order number and the number of the delivery note must be sent to CER.
6–3: Any returns accepted by CER will be managed by CER once the package has been carefully prepared by the customer and according to CER's internal returns management procedure.
6–4: In the event that a return of goods has been accepted by CER, such a return can only take place on the express condition that the goods are still intact in their original packaging.
6–5: The credit note can only be issued in favour of the buyer after the goods have been returned to CER and checked by the Quality Control laboratory. A flat rate of 15% for inspection and restocking costs as well as the costs of returning to CER site will be deducted from the value of the returned goods.

ARTICLE 7: NON-CONFORMITY OF DELIVERY AND DAMAGE TO ALCOHOL  
7–1: The buyer must ensure that the control room accompanying the spirits corresponds to the shipment when receiving the goods. Otherwise, in the event of non-compliance, the buyer must:
(1) refuse delivery,
(2) indicate the reasons for the refusal on the transport receipt in accordance with Article 5 "Damage and Reservations",
(3) immediately notify CER.
7–2: In the event of breakage or loss, the buyer must:
(1) make all reservations on the transport receipt in accordance with Article 5 "Damage and Reservations",
(2) immediately contact the Indirect Tax Service of the Customs Office to which he belongs in order to have an administrative report drawn up and register the management document, modified or supplemented by this report, concerning these goods.
7–3: The report of breakage or loss must reach CER within a maximum period of eight days, from its writing, in order to replace the product: CER - Parc d'activités des Portes - Chaussée du Vexin - BP 616 - 27106 VAL DE REUIL CEDEX France.
7–4: The seller is not required to compensate outside the legal warranty for hidden defects and undertakes as such to replace the defective product to the exclusion of any compensation or return of the product and refund. Aucune indemnisation des dommages indirects ou perte d’exploitation ne pourra être faite.

ARTICLE 8: PRICES  
8–1: Prices are net (excluding VAT) and without discount. Unit prices are for a predetermined standard quantity (full carton). Any order line that is less than standard packaging (full carton) will be subject to a 3% surcharge to cover the cost of repackaging.
8–2: The applicable prices are those in force on the date of receipt of the order.
8–3: However, at the time of delivery, this price may be revised according to any cause beyond the control of the parties, in particular currency variations or the cost of raw materials.
8–4 For French orders, the rules for invoicing transport costs are as follows:
1. 35€ contribution to shipping costs for orders under 500€,
2. Free for orders of 500€ or more.
Orders are delivered in one go by default on the availability date of the furthest item. If the difference between the first available item and the last available item is more than ten working days, the buyer can request to be delivered in up to two instalments. The second shipment is the responsibility of CER. If the difference between the first available item and the last available item is less than or equal to ten working days, the buyer may request to be delivered each time it is made available but will bear the shipping costs of each shipment. In case of express delivery at the request of the buyer, the actual shipping costs will be charged increased by 6%. For export, transport is managed by mutual agreement between the two parties. These amounts may be subject to change by CERs without prior notice. In the event of a request to modify the export order at the initiative of the buyer less than 3 working days before the confirmed departure date, a flat rate of €150 will be charged.
8–5: The price payable by the buyer is reported on the invoice issued by CER.

ARTICLE 9: TERMS OF PAYMENT  
9–1: Any first order for the French market must be paid for at the time of order at the head office and administration of CARLO ERBA Reagents - Chaussée du Vexin - BP 616 - 27106 VAL DE REUIL CEDEX FRANCE.
9–2: For all subsequent orders for the French market and after analysis of the risk of default by CER's finance department, the payment terms will be 'payment at 30 Days End of Month'. This period is understood to be from the date of transfer of ownership according to the sales incoterm.
9–3: The payment terms for Export orders are defined for each file between the buyer and CER.
9–4: Failure to pay a single payment on its due date, and within eight days after sending a formal notice by registered letter with acknowledgement of receipt, automatically entails the immediate payment of all remaining amounts still due and the cash payment of new orders, CER reserving the right to claim damages for the prejudice suffered by it.
9–5: In the event of a deterioration in the creditworthiness or financial situation of the buyer, CER reserves the right to cancel the order, to require payment in advance or to require additional guarantees.

ARTICLE 10: PENALTIES FOR LATE PAYMENT  
10–1: The customer undertakes to raise any complaints (see article 5 and article 7) in order to allow the dispute to be processed before the payment is due.
10-2: In the event of late payments on the due dates specified above, in accordance with Article L441-10 of the French Commercial Code, CER will automatically apply late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points on the amount of the invoices concerned. Article L441-10 also provides for the payment of compensation for recovery costs. Article D441-5 sets this lump sum compensation at €40. If, however, the recovery costs exceed this lump sum, CER reserves the right to request additional compensation upon justification.
10–3: Late payment penalties will apply from the day following the due date mentioned on the invoice. Article L441-9 provides that the payment is deemed to have been made on the date on which the funds are made available by the client to the beneficiary.

ARTICLE 11: RETENTION OF TITLE  
11–1: By express derogation from the provisions of Article 1583 of the French Civil Code, CER reserves ownership of the goods delivered to the buyer until full payment of the price, even in the event of resale of the goods to third parties.
11–2: However, the risks are borne by the buyer in accordance with Article 4.
11–3: In the event of seizure of the goods, the buyer undertakes to immediately notify CER by registered letter with acknowledgement of receipt.
11–4: In the event of receivership or judicial liquidation of the buyer, CER intends to invoke the provisions of Article L621-122 of the French Commercial Code. As a result, the goods will remain the property of CER until the price is paid in full, even in the event of resale to third parties.

ARTICLE 12: CONFIDENTIALITY  
In accordance with EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data as well as Law 2018-493 of 20 June 2018 on the protection of personal data, CER protects the Client's personal data. The Client has the right to access, modify, rectify and delete the personal data that it communicates to CER. The Client may exercise this right by sending a written request to CER.

ARTICLE 13: JURISDICTION AND APPLICABLE LAW  
13–1: In the event of a dispute between CER and the buyer relating to the interpretation of the general terms and conditions of sale, the formation, execution or modification of orders, the Commercial Court of Evreux shall have exclusive jurisdiction for France, and for Export, the International Chamber of the Commercial Court of Paris.
13–2: This clause applies even in the event of summary proceedings, incidental claims or multiple defendants and regardless of the method and methods of payment.
13–3: Any question relating to these general terms and conditions of sale as well as to the sales they govern, which is not covered by these contractual stipulations, shall be governed by French law to the exclusion of any other law, and on a supplementary basis, by the Vienna Convention on the International Sale of Goods.
13–4: The unique identifier FR023104_05RM8C attesting to the registration in the register of producers in the EEA sector, pursuant to Article L.541-10-13 of the Environmental Code, has been assigned by ADEME to the company CARLO ERBA Reagents (391048824). This identifier attests to its compliance with its obligation to register in the register of producers of Electrical and Electronic Equipment and to the completion of its declarations of placing on the market with Ecosystem.