ARTICLE 2 - PRICE

The prices given on any quote issued by Bios Analytique are shown in Euros, excluding VAT unless otherwise indicated, and including customs duties, standard packaging, insurance and shipping for delivery in French metropolitan departments.
Prices are firm and non revisable, provided Bios Analytique receives the order before expiry of the period of validity specified in the quote. If no such period is indicated, it shall be for 30 days.

ARTICLE 3 - DELIVERY

The term ‘delivery’ means the physical handover of the products to the customer or its agent.
The delivery times stated in the order acknowledgement are provided as a rough guide. Delays shall not be grounds for cancelling the order, making any claims for compensation whatsoever or charging for late payment.
However, in the event of a delay not justified by force majeure, if both parties cannot agree on new deadlines, the customer may cancel the sale. This cancellation shall not give rise to any compensation by either party.

ARTICLE 4 – TRANSFER OF RISKS AND OWNERSHIP

For sales to continental France, the transfer of risks takes place on delivery to the address indicated on the order and for other sales upon handover to the customer’s shipping agent.
The transfer of ownership for physical products takes place once the price of the order is paid in full.
The customer is expected to visually check the condition of the products upon delivery and in case of damage, should state its reservations in detail on the delivery slip and in a registered letter to the carrier within 3 days of delivery (article 105 of the Commercial Code), and inform Bios Analytique in writing of any damage during shipping within 8 days of delivery. No complaint shall be accepted if these formalities are not respected.

ARTICLE 5 – RETURN OF PRODUCTS

Before returning any products, the customer must obtain Bios Analytique’s written consent. Barring special agreement, the customer shall bear the cost of return shipping and restocking.

ARTICLE 6 – PAYMENT DEFAULT / RESERVATION OF TITLE

After serving notice, any sum outstanding on the due date as stipulated in article 5.2 shall be charged for at two times the official rate of interest applying on the said date and give rise to an enforceable penalty of 15% of the outstanding sums without prejudice to any damages.
In case of failure to observe the aforementioned payment terms, Bios Analytique reserves the right to suspend fulfilment of its obligations and/or to reduce the discounts granted under the terms of any contracts in force with Bios Analytique.
Should the customer fail to pay the order price in full or in part, Bios Analytique shall retain full title to the equipment until full payment is made.
In that case, advance payments made by the customer shall revert to Bios Analytique as a fixed indemnity. These provisions are not exclusive of any other legal proceedings Bios Analytique may decide to undertake.

ARTICLE 7 – TERMS OF PAYMENT

Bios Analytique shall issue bills on the date of delivery.
Barring special conditions, bills are payable to the Bios Analytique head office within 30 days net of the billing date. A 1.5% rebate is granted for any payment credited to Bios Analytique within a period of 15 days after the billing date, if the advance payment conditions are satisfied.
Bills for services, spare parts and consumables are payable without discount within 30 days net of the issue date.
Orders amounting to more than €8 000 ex-VAT must be accompanied by a cheque or bank transfer for a down payment equal to at least 30% of the price.
Orders intended for export are subject to Bios Analytique’s prior acceptance and the parties’ agreement on shipping and payment conditions.
In case of the customer becoming insolvent and going into receivership, all orders shall be payable cash, as stipulated in law no. 94-475 of 10th June 1994.

ARTICLE 8 - CONFORMITY

The products shall be deemed to meet the manufacturer’s technical specifications if the customer makes no written reservations within 15 days of delivery. However, this period shall not be used to calculate the due date for payment, which is fixed as stipulated in article 8. 

ARTICLE 9 - RESPONSABILITY AND WARRANTY

The customer must refer to the proposals made by the vendor in all cases.
Regarding software products, Bios Analytique only guarantees that they perform all the instructions appearing in the original programme concerned, when installed and used according to the software supplier’s specifications. Consequently, the Bios Analytique warranty is limited to the replacement of any non-standard product during its period of validity.
The Bios Analytique warranty does not apply to defects resulting from (1) incorrect or inadequate maintenance by the customer, (2) interconnections not complying with norms, standards and the products’ technical specifications, (3) any modification not approved by Bios Analytique or misuse of products, (4) failure at any time to respect certain specifications particularly as regards the products’ environment and power supply.
Unless otherwise stipulated, physical products sold by Bios Analytique are covered by a 1-year warranty.
The warranty period begins on the delivery date of the products. However, if Bios Analytique carries out the installation, the warranty period shall begin on this date. If the customer asks for the installation to be done more than 30 days after the delivery date, the warranty period shall commence not later than thirty one days after the delivery date.
When the customer is a non-professional or consumer in the sense of law no. 78-29 of 10th January 1978, Bios Analytique’s obligations defined above are not exclusive of the legal guarantee regarding hidden defects (article 1641 et seq. of the Civil Code), which shall apply if the conditions warrant it.
The delivered Products are standard products, designed independently of the customer’s field(s) of activity. Consequently, Bios Analytique’s liability may not be invoked as a result of the use of said products for applications involving special risks to the safety of persons and property, particularly those relating to the nuclear field.
This article sets out the full warranty granted by Bios Analytique.

ARTICLE 10 – RIGHTS TO USE

With regard to software products, all terms relating to sale or purchase notions must be taken to mean ‘transfer of rights’ between the parties not involving any transfer of ownership.
The right to use software products is granted against payment of the corresponding fees.
Unless otherwise stipulated, the customer shall refrain from (1) copying or duplicating software products and/or documentation in full or in part by any means and in any form, (2) translating or transcribing software products and documentation in any other language or script; (3) exceptionally, solely for archiving and backup requirements, the customer may make two copies of the software products only.

ARTICLE 11 – EXPORT OF EQUIPMENT BY THE CUSTOMER
 
Under the regulations currently in force, the buyer expressly undertakes to obtain the vendor’s written agreement before exporting or re-exporting the sold equipment outside of metropolitan France.
The vendor shall be deemed free of any obligation and liability should the customer fail to comply with this prior authorization procedure.

ARTICLE 12 - JURISDICTION

In case of disagreement on all or part of these terms of sale, and any dispute arising in the fulfilment of any order, the Toulouse Commercial Court shall have jurisdiction.