The present general terms and conditions of sale (hereinafter the " GTC are offered by BIOSELLAL, a société par actions simplifiée (simplified joint-stock company) with capital of 834,000 euros, registered in the Lyon Trade and Companies Register under number 539 994 483, whose registered office is located at 27 chemin des Peupliers, Bâtiment B, in Dardilly (69570) and which carries on business under the trade name "BIOSELLAL" (hereinafter referred to as "BIOSELLAL") BIOSELLAL ").
BIOSELLAL offers to natural persons or legal entities acting within the framework of their professional activity (hereinafter referred to as "theCustomers") the sale of complete solutions for the diagnosis of infectious diseases in animal, human and environmental health, using real-time PCR and ELISA techniques (hereinafter referred to as the "products") Products "), via its website available at URL https://biosellal.com (hereinafter the "Website ").
1. APPLICATION AND ENFORCEABILITY OF THE CGV
1.1. These General Terms and Conditions of Sale define the terms and conditions for ordering and supplying Products and apply, without restriction or reservation, to any order for Products placed by a Customer on the Site. They are communicated to any Customer who so requests, and are accessible at any time on the Customer's dedicated space on the Site.
1.2. These General Terms and Conditions constitute the basis for commercial negotiations between BIOSELLAL and each of its customers, in accordance with the provisions of article L.441-1 of the French Commercial Code. Unless otherwise agreed in writing by the parties, these GCS take precedence over any clauses to the contrary, in particular those arising from any general terms and conditions of purchase of the Customer.
1.3. They are systematically notified to the Customer upon validation of the order placed with BIOSELLAL, which necessarily implies the Customer's full and unreserved acceptance of the present GTC.
1.4. The fact that BIOSELLAL does not avail itself, at a given time, of any of the provisions of these GTC shall not be construed as a waiver of its right to do so at a later date.
1.5. BIOSELLAL reserves the right to modify and/or adapt these GTC at any time. Only the version in force on the day of the order placed by the Customer on the Site is applicable and enforceable.
2. ORDER PRODUCTS
Ordering
2.1. Orders for Products are placed online via the Site. The creation of a customer account or the connection to a customer account already created is necessary in order to order Products.
2.2. The Customer chooses directly on the Site, the Product(s) he/she wishes to order and then accesses the order summary page. BIOSELLAL strives to provide visuals and descriptions that are as faithful as possible to the Products. However, as these visuals and illustrative texts are not contractual, the Customer may not hold BIOSELLAL liable in this respect.
2.3. The customer is required to fill in a certain amount of information about himself in order to validate his order. All orders must be duly completed and must contain this necessary information. The Customer is responsible for the truthfulness, accuracy and relevance of the data provided.
2.4. Any order placed on the Site implies full and unreserved acceptance of these GTS and constitutes proof of the Customer's commitment to receive the Products. In particular, the Customer is deemed to have accepted, with full knowledge of the facts, the fact that his/her order implies an obligation to pay, and the prices, characteristics, quantities and delivery times of the products offered for sale and purchased.
2.5. The Customer may, in any case, modify his order or make corrections to the information entered until it has been validated and before any payment.
2.6. The distance selling contract is definitively concluded between BIOSELLAL and the Customer from the moment the Customer receives the order confirmation email from BIOSELLAL.
2.7. BIOSELLAL reserves the right to refuse any order of an abnormal or excessive nature.
2.8. BIOSELLAL also reserves the right to suspend or cancel any execution of an order and/or delivery, whatever its nature and level of execution, in the event of non-payment or partial payment of any sum due by the Customer, in the event of a payment incident, or in the event of fraud or attempted fraud relating to the use of the Site.
Order modification
2.9. In the event that the Customer wishes to modify all or part of its Product order at a later date, it must inform BIOSELLAL in writing as soon as possible and, in any event, before the date scheduled for shipment of the Products. Any modification of an order and, in particular, any request for the purchase of additional Products is necessarily the subject of a new order on the Site.
2.10. If the order has already been dispatched, BIOSELLAL cannot accept this request to cancel or modify the order. The Products will therefore be delivered in accordance with the terms of the order initially validated.
2.11. Any request concerning an order must be sent to BIOSELLAL by e-mail to the following address: contact@biosellal.com
3. PRICES, PAYMENT TERMS AND LATE PAYMENT PENALTIES
Product prices
3.1. Access to the Site and to the presentation of the Products is free for the Customer. Only the order of one or more Products will be subject to payment by the Customer.
3.2. Product prices are quoted on the Site in euros and include all taxes (or in USD depending on the Customer's digital identity). The applicable prices are those valid on the day the Customer places the order on the Site.
3.3. Prices do not include transport and delivery, nor any carbo ice costs for reagents requiring negative cold transport, nor any customs and insurance costs, which remain the responsibility of the customer.
Terms of payment
3.4. The customer pays the price of the order directly on the Site, payment of the order being a prerequisite for its validation. Failure to pay by the due date will automatically, without prior notice and by operation of law, result in the application of late payment penalties of three times the legal interest rate and a fixed indemnity of 40 euros for collection costs, in addition to the suspension or invalidation of the Customer's order, without prejudice to any other course of action.
3.5. An invoice complying with the provisions of article L.441-9 of the French Commercial Code is sent to the Customer once the order has been validated and before the delivery note is issued, and summarizes the terms of the order placed and the corresponding cost.
4. RETENTION OF TITLE / TRANSFER OF RISK
4.1. BIOSELLAL reserves, until full payment of the price of the Product ordered by the Customer, a right of ownership on the Product, allowing it to repossess it in the event of unpaid invoices.
4.2. The transfer to the Customer of the risks associated with the loss and/or deterioration of the Product ordered takes place upon receipt of the Products by the Customer.
4.3. Thus, Products travel at BIOSELLAL's risk.
5. PRODUCT DELIVERY
5.1. Delivery costs for Products ordered are expressly notified to the Customer when the order is placed.
5.2. Delivery is made by direct delivery of the Products ordered on the Site to the address given by the Customer when placing the order.
5.3. The Products ordered are delivered to the Customer within the period agreed with BIOSELLAL. BIOSELLAL undertakes to inform the Customer of any delay in the delivery of the order.
5.4. BIOSELLAL shall not be held liable in the event of delay or suspension of delivery of the Product attributable solely to the Customer or to the occurrence of a case of force majeure.
5.5. The Customer must check the apparent condition of the Products upon delivery. In the absence of reservations expressly formulated by the Customer at the time of delivery, the Products delivered are deemed to conform in quantity and quality to the order placed by the Customer. Any reservations must be made by the Customer within 24 working hours (excluding non-working days or public holidays in force in the country of delivery) of receipt of the Products. If these formalities are not respected, no complaint can be accepted by BIOSELLAL.
6. PRODUCT WARRANTY
6.1. By purchasing a Product on the Site, the Customer acknowledges that he/she is an informed professional accustomed to the type of Products purchased. The Customer acknowledges that he has been informed of the characteristics of the Product, its handling, storage, transport, use and precautions for use.
6.2. The Customer declares that, prior to placing any order for Products, he/she has studied the characteristics of said Products, which he/she deems to be suited to his/her needs, or has had such characteristics studied, and thus waives any dispute on this point.
6.3. It is expressly agreed between the parties that BIOSELLAL disclaims all liability under the legal warranty against hidden defects.
7. RESPONSIBILITY
7.1. BIOSELLAL and the Customer shall ensure the proper execution of the contract between them and shall each be liable for any consequences resulting from their faults, errors or omissions and causing direct damage to the other party.
Customer responsibility
7.2. The Customer is solely responsible for the quality, precision, relevance and accuracy of the information communicated to BIOSELLAL with a view to placing and validating its order for Products. Any error on the part of the Customer with regard to the information thus communicated is likely to have an impact on the delivery of the Products ordered and may give rise to additional invoicing of the Customer by BIOSELLAL.
7.3. The Customer is solely responsible for the choice of Products ordered on the Site. The Customer therefore undertakes to possess all the skills and training required to use the Products in conditions that respect current regulations and the safety of users of the Products delivered, in accordance with current laws and regulations. In this respect, the Customer alone may be held liable in the event of non-compliance with applicable local regulations.
7.4. The Customer is solely responsible for the choice of Products he orders on the Site, which he may resell to his own customers. In this respect, the Customer is solely liable for any damage caused to the Customer or the Product as a result of the sale of a Product by the Customer or its aftermath, the Customer remaining responsible for its after-sales service.
7.5. The customer acknowledges that he/she is solely responsible to BIOSELLAL and, if applicable, to third parties, for any damage of any nature whatsoever occurring during the execution of the contract binding him/her to BIOSELLAL, and undertakes to indemnify BIOSELLAL for all consequences of liability that may fall to him/her, due to bodily injury, material and/or immaterial damage, consecutive and/or non-consecutive, caused to BIOSELLAL, to third parties, to their property and/or to their personnel. The customer indemnifies BIOSELLAL against all claims against BIOSELLAL in this respect.
BIOSELLAL's liability
7.6. BIOSELLAL takes all necessary measures to provide the Customer, under optimal conditions, with quality Products that conform to those ordered. BIOSELLAL assumes full responsibility for the Products it sells to the Customer and deals alone with any claims relating to said Products.
7.7. BIOSELLAL is only liable for material damage caused to the Customer and resulting from faults directly attributable to BIOSELLAL in the performance of the contract between them. Furthermore, BIOSELLAL shall not be held liable for any damage suffered by the Customer as a result of improper use of the Products.
7.8. In the event that BIOSELLAL's liability is incurred, it shall not exceed the total amount, including all taxes, of the order paid by the Customer and in respect of which the disputed damage occurred.
8. FORCE MAJEURE
8.1. Force majeure" is defined as any event beyond the control of either party, which could not reasonably have been foreseen at the time of conclusion of the contract between BIOSELLAL and the customer. Such an event is deemed to have occurred if the party affected is prevented from properly performing its contractual obligations, despite the implementation of adequate and appropriate measures intended to limit the effects.
8.2. Neither party shall be liable to the other for non-performance or delay in performance of any obligation arising from these GTS which is due to the fault of the other party following the occurrence of a case of force majeure, as recognized and defined by French case law.
8.3. The case of force majeure suspends the obligations arising from the present GCS for the duration of its existence, and neither party may, during this period, validly invoke the existence of such a case of force majeure within the meaning of article 1218 of the French Civil Code in order to justify the termination of its contractual relationship with the other party. However, if the case of force majeure lasts for more than thirty (30) consecutive days, it will entitle either party to terminate these GCS by operation of law, eight (8) days after dispatch of a registered letter with acknowledgement of receipt notifying this decision.
9. INTELLECTUAL PROPERTY
9.1. The Site as well as the databases, texts, documents, information, images, photographs, graphics, logos or any other data are protected under articles L.111-1 et seq. of the French Intellectual Property Code and remain the exclusive property of BIOSELLAL or, where applicable, of their respective owners from whom BIOSELLAL has obtained the necessary operating authorizations.
9.2. BIOSELLAL remains the owner of all intellectual property rights (including copyrights and industrial property rights) pertaining to the Site as well as all intellectual property rights filed and registered with the Institut National de la Propriété Intellectuelle (INPI), pertaining to any other distinctive sign belonging to it under which it presents and markets the Products.
9.3. Any reproduction and/or representation, downloading, translation, adaptation, exploitation, distribution, dissemination and/or communication, in any form whatsoever, for commercial or non-commercial purposes, of all or part of the intellectual property rights held by BIOSELLAL is strictly prohibited.
9.4. More generally, the Customer shall refrain from any action that may directly or indirectly infringe BIOSELLAL's intellectual property rights or the rights of third parties.
9.5. The Customer is invited to notify BIOSELLAL, via the "Contact" tab on the Site, of any fraudulent use of BIOSELLAL's intellectual property rights by an unauthorized third party.
10. PROTECTION OF PERSONAL DATA
10.1. The Customer is hereby informed that the placing and validation of orders for Products, the issuing of the corresponding invoices/commercial management documents, and the delivery of Products are likely to give rise to the collection and processing by BIOSELLAL of personal data concerning the Customer (if an individual) or concerning the Customer's representative and/or privileged contacts, the use of which is subject to the provisions of Law No. 78-17 of January 6, 1978 on Data Processing, Data Files and Individual Liberties and European Regulation 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (" RGPD ").
10.2. The information containing personal data requested from the Customer by BIOSELLAL is strictly necessary to enable BIOSELLAL to validate an order for Products, to issue the corresponding invoices and commercial management documents and, more generally, to ensure the execution of the contract concluded with the Customer.
10.3. No commercial canvassing will be sent to the Customer without his prior consent. No sensitive information or data concerning the Customer is required for the purposes of executing the present contract and the contract concluded between the parties.
10.4. BIOSELLAL retains the data collected for the purposes described above. None of this data is passed on to third parties, with the exception of members of BIOSELLAL's staff, any technical partners and/or subcontractors likely to be involved in the execution of the order, but only to the extent strictly necessary for the execution of the contract concluded between BIOSELLAL and the Customer.
10.5. BIOSELLAL retains this personal data for a period of three (3) years from the end of the contractual relationship between BIOSELLAL and the Customer, subject to compliance with any applicable legal and regulatory deadlines.
10.6. The customer, his representative and/or any other privileged interlocutor having communicated to BIOSELLAL personal data concerning them, within the framework of the execution of the contract concluded with BIOSELLAL, have a right of access, opposition, rectification and deletion of personal data concerning them, the possibility of requesting a limitation of the processing of their data under certain conditions, the right to object at any time to the processing of their personal data for canvassing purposes (including profiling), the right to receive their personal data in a structured, commonly used and machine-readable format (right to data portability), and the right to lodge a complaint with the CNIL in the event of failure to respect these rights.
10.7. These rights may be exercised by the Customer under the legal conditions in force, by sending, with a copy of his/her identity card :
- Or send an email to the following address: contact@biosellal.com
- Or by post to the following address: 27 chemin des Peupliers, 69570 DARDILLY, FRANCE
10.8. BIOSELLAL undertakes to provide the Customer with any information on the measures taken in response to a request made to the Customer, his representative or any other privileged contact regarding the processing of personal data collected or the exercise of their rights, within one (1) month from the date of receipt of the request(s), it being specified that this period may be extended by two (2) months in view of the plurality and complexity of the requests.
10.9. Any violation of personal data concerning the Customer, its representative or any other privileged contact and likely to produce a high risk for their rights and freedoms will be communicated to them as soon as possible.
11. LANGUAGE OF TERMS AND CONDITIONS
11.1. These GCS are written in French.
11.2. In the event of translation of these GTC into one or more other languages, only the French version in force shall prevail in the event of a dispute between the customer and BIOSELLAL of any nature whatsoever.
12. APPLICABLE LAW AND JURISDICTION
12.1. These GTC are governed by French law.
12.2. Any dispute to which the present GTC (or one of their clauses) and/or the relations between BIOSELLAL and the Customer could give rise, concerning their validity, application, interpretation, execution or resolution, its consequences and its consequences, is subjected to the competent jurisdictions of the Court of Appeal of Lyon, including in the event of summary proceedings, plurality of defendants or appeal in guarantee.