ARTICLE 1: GENERAL TERMS

1 – 1: Any clause noticed in the commercial documents of our customers contrary to the provisions of the following general conditions of sale is void in respect of CARLO ERBA Reagents, unless expressly granted derogation by CARLO ERBA Reagents.

ARTICLE 2: ORDER

2 – 1: Any order will be deemed final, at the date of receipt of the order, by phone (followed by fax confirmation), mail, e-mail or fax, by CARLO ERBA Reagents. - Parc d’activités des Portes Chaussée du Vexin - BP 616 - 27106 VAL DE REUIL CEDEX - France.
2 – 2: After receipt by CARLO ERBA Reagents, orders are not likely for changes or cancellation.
2 – 3: The order benefit is dedicated to the purchaser and may not be assigned without the prior agreement of CARLO ERBA Reagents.

ARTICLE 3: DELIVERY

3 – 1: No product will be delivered without the purchasing order received by CARLO ERBA Reagents by one of the transmission modes noticed in Article 2-1.
3 – 2: Delivery times are mentioned for information only. In case delivery of orders would be delayed, made difficult or impossible due to one of the following causes: force majeure, lack of raw materials, work stoppage, production incidents in our facilities or those of our suppliers, transportation disruptions and any other event that makes it impossible or ruinous the continuity of the manufacture or delivery of goods, the cancellation of the order can only intervene if the event for the delivery delay extends for more than fifteen days from the date of delivery confirmed by CARLO ERBA Reagents.
3 – 3: The delayed deliveries or the cancellations justified by one of the causes listed above cannot lead to damages or penalties.
3 – 4: However, if the order is for several products, it will be carried out partial shipments of the products available or not impacted by the cause of the delay.
3 – 5: CARLO ERBA Reagents will decide the carrier to use to deliver the ordered goods to the purchaser or to the delivery address agreed in the order.
3 – 6: Without any possibility of indemnity for the customer, CARLO ERBA Reagents might not deliver the goods, if the buyer has not paid the order, in case of payment in advance, or some eventual overdue invoices.
3 – 7: It is expressly agreed that CARLO ERBA Reagents’ prices do not include transport costs that are entirely borne by the buyer.
3 – 8: As part of the sale of products in shuttle packaging, the customer agrees to pay the Company a security deposit equal to the amount corresponding to the number of shuttles engaged multiplied by their unit price, as per detailed in the public pricing.

ARTICLE 4: RISKS

4 - 1: Risks related to the products are transferred to the buyer from the date on which the products leave the warehouses of CARLO ERBA Reagents to be shipped to the buyer.
4 – 2: The goods always travel at the risk of the purchaser.

ARTICLE 5: DAMAGE, RESERVES AND GUARANTY LIMITATION

5 - 1: It is up to the purchaser to check the order at its delivery, its condition and the number of packages, in order to make if needed, quantitative and/or qualitative reserves to the carrier, on the transport receipt.
5 – 2: The note "subject to unpacking" or any other mention of a similar meaning is not considered as valid in case of claim.
5 – 3: Any reserve made on the transport receipt must be confirmed to the carrier by a letter sent by registered mail with delivery receipt, within a maximum period of 3 days after the delivery date.
5 – 4: Copies of this letter and of the transport receipt must also be sent to CARLO ERBA Reagents by registered letter with acknowledgment of receipt within a maximum period of forty-eight hours after the delivery date. Failing notification to CARLO ERBA Reagents within the said period, CARLO ERBA Reagents will reject any claim.
5 – 5: Carlo Erba Reagents disclaims any liability for damage occurring during transport and that generated a change of state of the products.
5 – 6: In case of complaint, the buyer must keep the packaging, cardboard, fibers, absorbent materials, etc. to allow any checks deemed necessary by CARLO ERBA Reagents. It is the buyer to provide all its comments on the defects or anomalies.
5 – 7: Any complaint about the quality of a product, for any reason whatsoever, shall, to be admissible, only be made in writing and sent to CARLO ERBA Reagents by registered letter with acknowledgment of receipt within three days after receipt merchandise specifying:
a) the product code number,
b) the designation of the product,
c) the designation of quality,
d) the batch number,
e) the delivery number,
f) the quantity concerned by this claim.

ARTICLE 6: RETURNS

6-1: No returns can be accepted by CARLO ERBA Reagents, without prior formal agreement of the latter, and before the buyer has received from CARLO ERBA Reagents shipping instructions. We reserve the right to return in port due all goods sent without this agreement.
6-2: For all merchandise return request, an explanatory letter prior from the buyer, indicating the date, order number and the delivery bill number must be sent to CARLO ERBA Reagents.
6-3: All returns accepted by CARLO ERBA Reagents must be done Franco Val de Reuil to the following address:
CARLO ERBA Reagents - Parc d’activités des Portes
Chaussée du Vexin - BP 616 - 27106 VAL DE REUIL CEDEX - FRANCE
Risks related to poor packing when returning the product leading to its degradation or nuisance to third party will be the responsibility of the company making the return.
6 – 4: Assuming a good recovery was accepted by CARLO ERBA Reagents, such a recovery could only take place if the goods are not damaged and in their original packaging.
6 – 5: The credit note will be established in favour of the purchaser only after the receipt by CARLO ERBA Reagents of the return of the goods and the validation by the Quality Control department. An amount of 15% of the value of the returned goods with a minimum of 25€ will be deducted on the credit note to cover validation and restocking costs.

ARTICLE 7: NON CONFORMITY AND DAMAGES FOR ALCOHOL DELIVERIES

7 – 1: The buyer must ensure, upon receipt of goods that the governance piece accompanying the alcohols corresponds with shipping. Otherwise, in case of non-conformity, the purchaser must:
1) refuse the delivery,
2) mention the reasons for refusal on the transport receipt in accordance with Article 5 "Damage and Reserves"
3) immediately inform CARLO ERBA Reagents.
7 – 2: In case of breakage or loss, the purchaser should:
1) make all reserves on the transport receipt in accordance with Article 5 "Damage and Reserves"
2) immediately contact the Office of Indirect Contributions of the Customs of which it depends in order to establish an administrative record and save the governance piece, modified or supplemented by this report, regarding these goods.
7 – 3: The report of breakage or loss must be received within a maximum of eight days, after its drafting, by CARLO ERBA Reagents in order to proceed with the replacement of the product:
CARLO ERBA Reagents - Parc d’activités des Portes - Chaussée du Vexin - BP 616 - 27106 VAL DE REUIL CEDEX France
7 – 4: The seller is not obliged for compensation beyond the legal warranty against hidden defects and undertakes the replacement of the defective product to the exclusion of any compensation or return of the product and refund.No compensation for indirect damages or operating losses will be made.

 ARTICLE 8: PRICING

8 – 1: Prices are net and without discount. Unit prices and standard packaging prices are established for predetermined amounts. Any changes to quantities may imply a price adjustment if necessary.
8 – 2: The applicable prices are those in effect on the date of receipt of the order.
8 – 3: However, at the time of delivery, the price may be revised based on causes external to the parties, in which currency rate fluctuations.
8 – 4 : For orders worth less than € 300 without taxes, participation fees for shipping costs of 30 euros without taxes will be payable by the buyer. These amounts may be changed by CARLO ERBA Reagents without notice.
8 – 5: The price payable by the purchaser is mentioned on the invoice issued by CARLO ERBA Reagents.

ARTICLE 9: PAYMENT TERMS

9 – 1: Any first order to be delivered in France must be paid in advance to the headquarters of CARLO ERBA Reagents (Parc d’activités des Portes - Chaussée du Vexin - BP 616 - 27106 VAL DE REUIL CEDEX France).
9 – 2: For all subsequent orders to be delivered in France, the payment terms for CARLO ERBA Reagents are 'payment 30 days end of month' except if specific conditions have been agreed. This time limit shall be from the date of invoice.
9 – 3: The payment terms for the Export orders are defined for each order between the purchaser and CARLO ERBA Reagents.
9 – 4: Failure to pay a single invoice at due date, and within eight days after sending a notice by registered letter with acknowledgment of receipt, automatically entails the immediate payment of all remaining amounts outstanding and the payment in advance of any new orders, CARLO ERBA Reagents having the right to claim for damages.
9 – 5: In the event of deterioration in the creditworthiness or financial condition of the buyer CARLO ERBA Reagents reserves the right to cancel the order, to demand payment in advance or to require additional guarantees.

ARTICLE 10: LATE PENALTIES

10 – 1: The customer agrees to submit its possible claims (see Article 5 and Article 7) to enable the treatment of the dispute before the payment due date.
10 – 2: In case of delay in payments to deadlines specified above, CARLO ERBA Reagents will apply automatically and without notice, late penalties at the rate defined by the European Central Bank for its more recent refinancing operation increased by 10 percent and a compensation of 40€ to cover the recovery costs. In case the recovery costs would be higher that this amount, additional compensation would be sought with justification.
10 – 3: Penalties for late payment shall automatically apply when the two following conditions are cumulatively met:
- the due amounts are paid after the payment date on the invoice,
- the payment occurs beyond the payment period granted by CARLO ERBA Reagents in accordance with Article 9-2.

ARTICLE 11: PROPERTY RESERVE

11 – 1: Notwithstanding the express provisions of Article 1583 of the Civil Code, CARLO ERBA Reagents reserves ownership of the goods delivered to the buyer until full payment of the price, even in case 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 case of seizure of the goods, the buyer agrees to immediately notify CARLO ERBA Reagents by registered letter with acknowledgment of receipt.
11 – 4: In case of bankruptcy or liquidation of the buyer, CARLO ERBA Reagents intends to avail itself of the provisions of section L621-122 of Commerce Code. Accordingly, the goods remain the property of CARLO ERBA Reagents until full payment, even in case of resale to third parties.

ARTICLES 12: COMPETENCE AND APPLICABLE LAW

12 – 1: In disputes between CARLO ERBA Reagents and the buyer concerning the interpretation of terms and conditions, training, implementation or modification of orders, the Commercial Court of Evreux will be exclusively competent.
12 – 2: This clause applies even in the case of summary proceedings, incidental claims or multiple defendants and whatever the payment method and terms.
12 – 3: Any questions regarding these terms and conditions and the sales governed by them, which would not be treated by these contractual stipulations, will be governed by French law to the exclusion of any other right, and additionally, by the Vienna Convention on the International Sale of Goods.