These conditions apply to all sales of goods by Elicityl (The Seller) to any Purchaser (The Buyer), whatever is the nationality of the Buyer. In placing its order with the Supplier, the Buyer has accepted all of the general terms & conditions of sale as described herein, notwithstanding any proposed change in terms contained in its own purchasing documents.
Ordering. We will only accept orders from Companies, Universities and Colleges, Research Institutes, Hospitals, Government Agencies. We cannot supply retailers, wholesalers, brokers or individuals. The Buyer agrees that the Products sold and delivered to the Buyer hereunder are to be used solely for Buyer's proper use and are not to be resold or used by customer for any other purpose or in any other manner whatsoever. Buyer’s orders are thereafter subject to our written acceptance, and, prior to such acceptance, may be refused or canceled by us for any reason, including our inability to supply, or if the customer could not be identified.
Orders may be placed by mail, fax, e-mail, through our website (www.elicityl-oligotech.com). Orders should be accompanied by a delivery and invoicing address, a Purchase Order Number, a confirmation of the acceptation of the price of products, delivery cost and our present Terms and Conditions. Elicityl validates the order by sending an acknowledgement receipt of order. Ordering by e-mail at firstname.lastname@example.org. Ordering by fax on +33 (0)4 76 45 59 50. Customers can order by mail to the following address: Elicityl, 746 avenue Ambroise Croizat, F-38920 Crolles, France.
Products. Our products are supplied solely for research purpose and for use in the laboratory by experienced and qualified personnel. They are not intended for human consumption; in particular they are not for nutritional, drug use or human experimentation. They are not intended for resale. Any other use has to be approved and confirmed in written by Elicityl.
All or products should be handled by qualified personnel only; trained in laboratory procedures, and familiar with potential hazards. Information is not available on the possible hazards of many compounds. The absence of a warning must not be interpreted as indication of safety. The ultimate responsibility for the proper handling of any product lies with the user.
Prices. All prices are listed in Euros. Duty, applicable taxes, freight charges and any special packaging charges are excluded and will be added to the invoice. Products and prices are correct at the time of printing and order on the web site but are subject to change without notice. The prices payable for the goods shall be those contained in the Seller’s price list current at the time of dispatch, or confirmed on request by the Seller. Quotations are valid for 60 days from the date on the quotation. Prices for orders placed after this period must be re-confirmed by the Seller. We overcharge transportation cost and any applicable taxes to the customer. Local custom fees and VAT will be separately invoiced by Transport Company or forwarding agent.
Payment. Prepaid orders (credit card or checks): Elicityl generally ships the product within two open days, customer receiving the product within one week (Europe) to two weeks when the stock is available. See also Availability.
Credit orders: For new customers, credit acceptance has to be confirmed by Elicityl prior to shipment. Our payment terms are usually within 30 days of the date of invoice. Payment may be made in Euros by Credit Card through Paypal, electronic transfer or cheque to Elicityl or to our current factoring agent, as mentioned on the invoice. We will not accept deduction of the customer’s own bank charges. Unpaid balances shall be subject to interest at the rate of 3 times the French applicable legal rate from the invoice date. In addition, the Supplier may, after giving eight (8) days written notice, suspend the supply of any Products without liability until all past due accounts (including fees and accrued interest) have been paid. The Supplier does no pay any rebate for early payment.
Data Sheets. All orders dispatched will be accompanied by product data sheets. The specifications are made on the base of our best knowledge and the seller shall have no liability for any deviation from this. The seller accepts no liability for any errors. To complete the data sheet and in accordance with the regulation, the Buyer shall provide assistance to the Supplier in connection with the collection of Information in connection with the Products complete and deliver on first request, a “Information Form” provided by the Supplier.
Shipping. Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. In case of inability of the Seller to deliver the products eight (8) weeks after the Purchase Order, the Buyer will be informed. Small orders will be sent by mail or registered mail. Most orders will be sent by international registered courier. The Buyer shall meet the cost of any special packaging requested by the Buyer for any packaging rendered necessary for delivery by any means other than the Seller’s normal means of delivery. Whenever authorizations concerning import, exchange transactions or other formalities are required for the importation of our Products into the country of destination, or for the payment thereof, the obtaining of such authorizations and compliance therewith within the applicable time period is at the sole expense and complete responsibility of the Buyer. Partial shipment: In the event that a complete order cannot be shipped, a partial shipment will be made at our discretion. Customer must indicate at the time an order is placed in the event that a partial shipment is not acceptable. An invoice will be processed for each partial shipment. Shipping fees will be invoiced only once, on the first invoice.
Storage. Our products are mainly sold as freeze dried. Most products are stable for some years at ambient temperature, provided they are not opened and the seal is not broken.
Variation. The Seller shall be determined to have fulfilled its contractual obligations in respect of any delivery though the quantity may be up to 10% more or less than the quantity specified in the contract and in such event the Buyer shall pay for the actual quantity delivered.
Availability. Some products require lengthy re-make periods and sometimes are derived from raw materials which have uncertain or intermittent availability. They may therefore be unavailable for considerable periods of time. The buyer cannot drive any right from any delay, which is no longer than two months (one month in case of prepayment). Thereafter, the buyer’s rights are limited to cancellation of the undelivered part of the order, prepayments are refunded.
Distribution. Some products could be delivered by local distributors. In this case the Seller informs the Purchaser of the name and the contact of the distributor.
Warranty. In case of proven default in a product or delivery, the Seller’s responsibility cannot exceed the replacement of the delivered product by a conform one. The Supplier shall not in no event be liable for any lost, damage, delay, costs, diminished profits, revenues, or opportunities; or any other incidental, special, indirect, or consequential damages of any kind or nature whatsoever arising from the contract supported by the Buyer. Buyer must notify the Seller within five days after the products have been received or such products shall be deemed to have been accepted. Any return of product is subject to prior agreement between the Buyer and the Seller. Any product return without such agreement will be kept in custody and will not give rise to any reimbursement. All costs and expenses connected to such return will be charged to the Buyer.
Intellectual Property. The Buyer shall not use the Seller’s Intellectual Property Rights in a manner that disparages the other party or its products or services, blurs, dilutes or otherwise diminishes the Seller's trade names, trademarks, service marks or other intellectual property, or portrays the Seller or its products or services in a false, competitively adverse or poor light. The Buyer shall comply with the Seller's requests as to the use of the Seller’s Property Rights and will avoid any action that diminishes the value of such marks. Without limiting the foregoing, the Buyer shall not, without written permission from the Seller use any of the Seller's brand names, keywords or derivations of either of the above for any purpose.
Governing Law. This contract shall be governed in all respects by the French laws and the parties hereby submit to the jurisdiction of the Grenoble Court.
Derogation. Any derogation to these terms and conditions are specified in written in the quotation signed by Elicityl.
These Sale Terms and conditions are subject to change without notice.