General Terms and Conditions of Sale

I. General

1. The following General Terms and Conditions of Sale and Delivery shall form an integral part of each contract entered into by Adionics SAS and its customers. Terms and conditions of business deviating from the following Terms and Conditions of Sale and Delivery shall only apply if they have been expressly confirmed by Adionics SAS in writing. They shall not be binding on Adionics SAS  even if they are not specifically rejected. Acceptance of deliveries shall at all events be regarded as recognition of the following Terms and Conditions of Sale and Delivery of Adionics SAS.

2. Purchase and Use Products of Adionics SAS shall be sold for scientific purposes or as raw materials. Each and every form of use for human medical purposes shall be at the exclusive risk of the buyer. The possibility of health damages or risks has not been fully researched with many products. Furthermore, for health and safety reasons, we shall not supply chemicals to private individuals or deliver to residential addresses. Orders will be accepted from bona-fide business customers only.

II. Conclusion of Contract

The buyer's order shall only be valid upon receipt of a written order acknowledgement by Adionics SAS; prior quotations by Adionics SAS shall be subject to change without notice. The substance and scope of the order shall be determined by the order acknowledgement. Information provided on technical data prior or together with the order acknowledgement, e.g. dimensions, weights, etc., as well as documents made available to the buyer, e.g. illustrations and drawings, shall only be binding if they have been expressly confirmed by Adionics SAS in writing. Any ancillary agreements must be confirmed by Adionics SAS in writing.

III. Prices and Payments

1. List prices at the time of delivery shall apply and - in the case of successive delivery contracts - for the undelivered quantities. All prices shall be subject to value-added tax at the statutory rate (cf. Section V for despatch costs). Any changes occurring after the purchase contract concerning raw material prices, customs duty, information on the products and freight, etc., shall be credited or charged to the buyer immediately in the case of a continuing obligation and otherwise four months after the date of the contract. Delivery terms and conditions, e.g. FOB or CIF, shall be interpreted in accordance with the latest Incoterms of the International Chamber of Commerce.

2. Unless expressly agreed otherwise, payment shall be made net in cash or by credit transfer within 30 days of the invoice date to the accounts office or bank account of Adionics SAS. If a deduction has been agreed, this may only be claimed if all outstanding invoices on the date in question have been settled at least simultaneously.

3. Bills of exchange shall not count as cash payments. They shall only be accepted as conditional payment after prior agreement. Adionics SAS shall assume no liability for the prompt presentation and protesting of bills of exchange.

4. If instalment payments have been agreed, Adionics SAS shall be entitled to demand immediate payment of the purchase price regardless of any agreed maturity date if an agreed payment date is not upheld by the buyer, if a bill of exchange is protested or if payments are suspended, and shall also be entitled to refuse execution of further deliveries or acceptance of further orders until settlement has been effected by the buyer.

5. The withholding of payments by the buyer, or the deduction of any counterclaims of the buyer contested by Adionics SAS, shall be excluded.

IV. Delivery Period

1. Adionics SAS shall make every effort to despatch deliveries within the agreed delivery period. Adionics SAS shall inform the buyer if the delivery period will be longer. It shall reserve the right to make part-deliveries.

2. All agreed delivery dates shall be subject to proper and due receipt by Adionics SAS, however. The delivery period shall commence upon despatch of the order acknowledgement but not before the buyer has performed any preliminary obligations.

V. Despatch and Transfer of Risk

The products to be delivered shall be despatched and packed in line with customary trade practices. Despatch costs shall be indicated for each products. Due to special shipping conditions there might be an extra shipping fee for some hazardous shipments. All prices are exworks. Shipments shall be at all events be made at the risk of the buyer.

VI. Reservation of Title

Adionics SAS shall retain its title to the delivered products pending receipt of all payments under the delivery contract.

1. Each and every adaptation and processing of the products delivered as well as their combination with third party chattels by the buyer or third parties shall be made on behalf of Adionics SAS without any commitments being assumed by the aforesaid as a result. By way of security, the buyer hereby assigns to Adionics SAS its right to any insurance benefits in the amount of the delivery price. The buyer shall undertake to notify the assignment to the insurance company and to inform Adionics SAS of the said notification.

2. The re-assignment back to the buyer shall be regarded as tacitly effected as soon as the buyer has paid the delivery price.

3. The buyer shall neither pledge the delivered products, nor assign them by way of security. Pledges, seizures or any other ownership risks by third parties shall be notified to Adionics SAS immediately by sending copies of the relevant documents (e.g. the attachment order).

4. The buyer shall not be allowed to process and sell reserved goods in the ordinary course of business. If the buyer sells the reserved good before remitting payment of the purchase price, the buyer shall hereby assign its claims in connection with the resale when concluding the delivery contract with Adionics SAS In this respect, it is unimportant whether the reserved goods are sold to one or several buyers together with other goods not belonging to the manufacturer and regardless of whether the reserved goods are sold with or without processing or after combination with another chattel. Adionics SAS shall not collect such claims as long as the buyer discharges its payment commitments in an orderly and proper manner. The buyer shall therefore be entitled to enforce His/its claims regardless of assignment. At the request of Adionics SAS, the buyer shall be obliged to notify the liable parties of the assigned claims, to disclose the assignment to the said liable parties and to keep the proceeds of sale separate for Adionics SAS.

5. If the value of securities available to the manufacturer exceeds its claims by more than 15%, Adionics SAS shall, at its choice, be obliged to return or release securities to this extent at the request of the buyer.

6. Adionics SAS shall reserve the right to the ownership and copyright of all drawings, specifications, specimens and samples, etc. The aforesaid may not be made available to any third parties.

VII. Third Party Property Rights

1. If Adionics SAS is required to deliver products based on the buyer's drawings, specifications, specimens and samples, etc., the latter shall be responsible for ensuring that Adionics SAS infringes no third party property rights as well as the risk of the suitability of the products for the intended purpose and the buyer shall indemnify Adionics SAS against all actions, losses, damages, expenses, costs or other liability including legal fees arising from any claims of infringement of third party intellectual property rights. Adionics SAS accepts no liability (to the extent permitted by French law) for any claims made against a customer for any infringement of third party intellectual property rights in connection with the sale of Products by Adionics SAS.

2. If Adionics SAS is forbidden to produce and deliver products produced on the basis of the buyer's drawings, specifications, specimens and samples, etc., Adionics SAS shall - without being obliged to examine the legal position and excluding all and any compensation claims on the part of the buyer - be entitled to discontinue production and delivery and to demand compensation from the buyer for the costs sustained as a result. This shall not prejudice additional compensation claims on the part of Adionics SAS.

3. Nothing contained herein shall construe as or operate to grant any licence to the buyer in respect of any ofAdionics SAS's existing or future patent rights, registered or unregistered designs, copyright, trade names, trade marks or other intellectual property rights.

VIII. Withdrawal and Damage Compensation instead of Performance

1. If Adionics SAS does not duly perform or fails to duly perform contractually ("breach of duty"), then the buyer shall only then be entitled to withdraw from the contract or to damage compensation instead of the performance

a) if the breach of duty by Adionics SAS is not insignificant

b) if the buyer demands of Adionics SAS in writing to perform within an appropriate period of at least 14 days, and

c) Adionics SAS has nevertheless failed to perform within this period.

2. The notification setting a period within which to perform must especially describe precisely the due performance for which the period is set (qualified due period).

3. If Adionics SAS should have not performed or not performed contractually within the due period set by the buyer, then Adionics SAS can request that the buyer within an appropriate period declares whether the buyer continues to insist on the performance. Adionics SAS is not obliged to perform until the buyer decides.

IX. Liability for Defects

Adionics SAS shall be liable for defective products as follows:

1. Complaints by the buyer presuppose that the buyer has observed its due obligations of inspection and has complained identified defects immediately, or no later than eight days following identification, in writing to Adionics SAS.

2. Adionics SAS will fulfil its duties to perform with the due care of an orderly businessman. It assumes liability that the object of the contract is free of defect for a period of 12 months beginning with the delivery date.

3. Claims of the buyer due to defects are excluded in cases of insignificant material defects. An insignificant material defect is then especially the case if the value or the suitability for a usual application is only insignificantly diminished.

4. In the event that objects of the contract are defect, then Adionics SAS can at its own discretion firstly undertake to deliver replacement or improvement (subsequent performance). Subsequent performance is excluded if Adionics SAS sustains disproportionate costs thereby.

5. If the subsequent performance should fail, is refused, is unreasonable or if the buyer has set Adionics SAS a due period for subsequent performance that has not produced results or if the setting of a due period may be dispensed with, then the buyer is entitled to demand reduction or to withdraw from the contract. The right to demand compensation for damage or for expenditure in vain shall not be prejudiced.

6. Possible health damages and risks have not been fully researched with many products. Adionics SAS shall not be liable for damages arising from improper use, storage, etc., by the buyer or a third party, or as a result of natural wear and tear. Technical information insofar as known to Adionics SAS shall be passed on to the buyer.

X. Quantities

Although we will use our reasonable efforts to supply the exact quantity of goods ordered, the customer shall accept the supply of a quantity (whether more or less) within 5 per cent of the stipulated amount of its order. However, if quantities deviate beyond this the invoice of the goods shall be adjusted accordingly. In the case of sales overseas, such course shall be impracticable. Subject as aforesaid, the prices quoted are for the quantities and despatch conditions stipulated in our quotation and do not necessarily apply to other quantities or to different conditions of despatch.

XI. Related Obligations

Technical application advice by Adionics SAS in word and deed shall be non-committal, also in respect of any third party property rights, and shall not exempt the buyer from his/its own examination of the products of Adionics SAS with regard to their suitability for the intended purpose. Any human medical application shall be made on the exclusive responsibility of the buyer.

XII. Liability

1. Adionics SAS shall only be liable - for whatever legal reason - if the damage has been caused in culpable breach of an essential contract duty in a way that endangers achieving the purpose of the contract or by gross negligence or wilful conduct on the part of Adionics SAS.

2. If Adionics SAS is liable for the breach of an essential contractual duty in a way that does not constitute gross negligence or wilful conduct, then the liability shall be confined to that scope of damage the occurrence of which it would typically have had to reckon with according to the circumstances known to it at contract conclusion. The foreseeable typically occurring damage amounts thereby to the value of the goods delivered within the framework of the contractual relationship.

3. This shall not prejudice damage claims pursuant to product liability law and due to injury to life, body or health.

XIII. Anti-Bribery Clause

The customer will not in connection with the order or the goods purchased or to be purchased under it, offer, pay, promise to pay, or authorize the giving of any financial or other benefit to any person for the purpose of obtaining an improper advantage, or otherwise conduct itself in a manner contrary to the UK Bribery Act, FCPA or other applicable anti bribery laws. We may terminate the order immediately upon written notice where the customer is found to have breached this Clause, and the customer shall indemnify us from all damages, penalties, fines and/or costs of any kind arising from, or relating to, any such breach.

XIV. General Conditions

1. The place of performance for all obligations arising from the contractual relationship shall be the registered domicile of the branch of Adionics SAS executing the delivery.

2. With all disputes arising from the present contractual relationship, legal action shall be brought at the court competent for the headquarters of Adionics SAS if the buyer is a registered trader, a legal entity under public law or a publiclaw fund. Adionics SAS shall also be entitled to bring legal action at the registered domicile of the buyer.

3. The present Terms and Conditions shall also remain in full force and effect even if individual provisions are rescinded or legally invalid.

4. The present Terms and Conditions of business shall be governed by French law.

 

 

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